Unassociated Document


    


    


    


    


    


    


    


    


    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

    


    


    


    by
      and
      among

    


    EDULINK
      INC.

    


    a
      Nevada
      Corporation

    and

    


    MEGA
      MEDIA GROUP, INC.

    


    a
      New
      York Corporation

    


    


    


    


    


    effective
      as of August 10, 2006

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    Table
      of Contents

    


    
      	
              ARTICLE
                I

            	 	
              1

            
	
              REPRESENTATIONS,
                COVENANTS AND WARRANTIES OF EDULINK

            	
              1

            
	
              Section
                1.1

            	
              Organization.

            	
              1

            
	
              Section
                1.2

            	
              Capitalization.

            	
              2

            
	
              Section
                1.3

            	
              Subsidiaries.

            	
              2

            
	
              Section
                1.4

            	
              Tax
                Matters: Books and Records.

            	
              2

            
	
              Section
                1.5

            	
              Litigation
                and Proceedings.

            	
              2

            
	
              Section
                1.6

            	
              Material
                Contract Defaults.

            	
              2

            
	
              Section
                1.7 

            	
              Information.

            	
              2

            
	
              Section
                1.8 

            	
              Title
                and Related Matters.

            	
              3

            
	
              Section
                1.9 

            	
              Contracts.

            	
              3

            
	
              Section
                1.10 

            	
              Compliance
                With Laws and Regulations.

            	
              3

            
	
              Section
                1.11 

            	
              Approval
                of Agreement.

            	
              3

            
	
              Section
                1.12

            	
              Material
                Transactions or Affiliations.

            	
              3

            
	
              Section
                1.13

            	
              No
                Conflict With Other Instruments.

            	
              4

            
	
              Section
                1.14

            	
              Governmental
                Authorizations.

            	
              4

            
	
              ARTICLE
                II

            	 	
              4

            
	
              REPRESENTATIONS,
                COVENANTS AND WARRANTIES OF MEGA MEDIA

            	
              4

            
	
              Section
                2.1

            	
              Organization.

            	
              4

            
	
              Section
                2.2

            	
              Capitalization.

            	
              4

            
	
              Section
                2.3 

            	
              Subsidiaries.

            	
              5

            
	
              Section
                2.4

            	
              Tax
                Matters, Books & Records.

            	
              5

            
	
              Section
                2.5

            	
              Information.

            	
              5

            
	
              Section
                2.6

            	
              Title
                and Related Matters.

            	
              5

            
	
              Section
                2.7

            	
              Litigation
                and Proceedings.

            	
              5

            
	
              Section
                2.8

            	
              Contracts.

            	
              5

            
	
              Section
                2.9

            	
              No
                Conflict With Other Instruments.

            	
              6

            
	
              Section
                2.10

            	
              Material
                Contract Defaults.

            	
              6

            
	
              Section
                2.11

            	
              Governmental
                Authorizations.

            	
              6

            
	
              Section
                2.12

            	
              Compliance
                With Laws and Regulations.

            	
              6

            
	
              Section
                2.13

            	
              Insurance.

            	
              6

            
	
              Section
                2.14

            	
              Approval
                of Agreement.

            	
              7

            
	
              Section
                2.15

            	
              Material
                Transactions or Affiliations.

            	
              7

            
	
              ARTICLE
                III

            	 	
              7

            
	
              EXCHANGE
                PROCEDURE AND OTHER CONSIDERATION

            	
              7

            
	
              Section
                3.1

            	
              Share
                Exchange/Delivery of Mega Media Securities.

            	
              7

            
	
              Section
                3.2 

            	
              Issuance
                of Edulink Shares.

            	
              7

            
	
              Section
                3.3

            	
              Intentionally
                Omitted.

            	
              7

            
	
              Section
                3.4

            	
              Present
                Liabilities of Edulink.

            	
              8

            
	
              Section
                3.5

            	
              Events
                Prior to Closing.

            	
              8

            
	
              Section
                3.6

            	
              Closing.

            	
              8

            
	
              Section
                3.7

            	
              Termination.

            	
              8

            
	
              Section
                3.8

            	
              Directors
                of Edulink After Acquisition.

            	
              9

            
	
              Section
                3.9

            	
              Officers
                of Edulink.

            	
              9

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                IV

            	 	
              9

            
	
              SPECIAL
                COVENANTS

            	
              9

            
	
              Section
                4.1

            	
              Access
                to Properties and Records.

            	
              9

            
	
              Section
                4.2

            	
              Availability
                of Rule 144.

            	
              9

            
	
              Section
                4.3

            	
              Special
                Covenants and Representations Regarding the Edulink Common Shares
                to be
                Issued in the Exchange.

            	
              10

            
	
              Section
                4.4

            	
              Third
                Party Consents.

            	
              10

            
	
              Section
                4.5

            	
              Actions
                Prior to and Subsequent to Closing.

            	
              10

            
	
              Section
                4.6

            	
              Indemnification.

            	
              10

            
	
              ARTICLE
                V

            	 	
              11

            
	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF EDULINK

            	
              11

            
	
              Section
                5.1

            	
              Accuracy
                of Representations.

            	
              11

            
	
              Section
                5.2

            	
              Director
                Approval.

            	
              11

            
	
              Section
                5.3

            	
              Officer's
                Certificate.

            	
              11

            
	
              Section
                5.4

            	
              No
                Material Adverse Change.

            	
              11

            
	
              Section
                5.5

            	
              Other
                Items.

            	
              12

            
	
              Section
                5.6

            	
              Payments
                for 1934 Exchange Act Compliance.

            	
              12

            
	
              ARTICLE
                VI

            	 	
              12

            
	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF MEGA MEDIA

            	
              12

            
	
              Section
                6.1

            	
              Accuracy
                of Representations.

            	
              12

            
	
              Section
                6.2 

            	
              Director
                Approval.

            	
              12

            
	
              Section
                6.3

            	
              Officer's
                Certificate.

            	
              12

            
	
              Section
                6.4

            	
              No
                Material Adverse Change.

            	
              12

            
	
              Section
                6.5

            	
              1934
                Exchange Act Compliance.

            	
              12

            
	
              Section
                6.6

            	
              Authorized
                Shares.

            	
              12

            
	
              ARTICLE
                VII

            	 	
              13

            
	
              MISCELLANEOUS

            	
              13

            
	
              Section
                7.1

            	
              Brokers
                and Finders.

            	
              13

            
	
              Section
                7.2

            	
              Law,
                Forum and Jurisdiction.

            	
              13

            
	
              Section
                7.3

            	
              Notices.

            	
              13

            
	
              Section
                7.4

            	
              Attorneys'
                Fees.

            	
              13

            
	
              Section
                7.5

            	
              Confidentiality.

            	
              13

            
	
              Section
                7.6

            	
              Schedules;
                Knowledge.

            	
              13

            
	
              Section
                7.7

            	
              Third
                Party Beneficiaries.

            	
              13

            
	
              Section
                7.8

            	
              Entire
                Agreement.

            	
              14

            
	
              Section
                7.9

            	
              Survival;
                Termination.

            	
              14

            
	
              Section
                7.10

            	
              Counterparts.

            	
              14

            
	
              Section
                7.11

            	
              Amendment
                or Waiver.

            	
              14

            
	
              Section
                7.12

            	
              Expenses.

            	
              14

            
	
              Section
                7.13

            	
              Headings;
                Context.

            	
              14

            
	
              Section
                7.14

            	
              Benefit.

            	
              14

            
	
              Section
                7.15

            	
              Public
                Announcements.

            	
              14

            
	
              Section
                7.16

            	
              Severability.

            	
              14

            
	
              Section
                7.17

            	
              Failure
                of Conditions; Termination.

            	
              14

            
	
              Section
                7.18

            	
              No
                Strict Construction.

            	
              15

            
	
              Section
                7.19

            	
              Execution
                Knowing and Voluntary.

            	
              15

            
	
              Section
                7.20

            	
              Amendment.

            	
              15

            


    

    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

     

    THIS
      STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
      (the
“Agreement”),
      is made
      and entered into this 10th
      day of
      August, 2006, by and among Edulink, Inc., a Nevada corporation with its
      principal place of business located at 201 Wilshire Blvd, Santa Monica,
      California 90401 (“Edulink"); Mega Media Group, Inc., a New York Corporation
      with its principal place of business located at 1122 Coney Island Avenue, Suite
      210, Brooklyn, New York 11230
      ("Mega
      Media”) and the Mega Media shareholders listed on Schedule 3.2 attached hereto
      and made a part hereof (“MM Shareholders”) (collectively, Mega Media and the MM
      Shareholders shall be known as the “MM Group”).

    


    Premises

    


    A. This
      Agreement provides for the acquisition of all of the issued and outstanding
      capital stock of Mega Media owned by the MM Shareholders, making Mega Media
      a
      wholly owned subsidiary of Edulink, in exchange for the issuance by Edulink
      to
      the MM Shareholders, upon the increase in the authorized capital stock, of
      a
      total number of shares of Edulink common stock, which will represent, and equate
      to, 90% of Edulink’s issued and outstanding common stock after the transaction
      is closed

    


    B. The
      boards of directors of Edulink and Mega Media have determined, subject to the
      terms and conditions set forth in this Agreement, that the transaction
      contemplated hereby is desirable and in the best interests of their
      stockholders, respectively. This Agreement is being entered into for the purpose
      of setting forth the terms and conditions of the proposed
      acquisition.

    


    C. The
      parties desire that the exchange qualify as a tax free exchange meeting the
      requirements of Article 368(a)(1)(B) of the Internal Revenue Code of 1986,
      as
      amended.

    


    Agreement

    


    NOW,
      THEREFORE, on the stated premises and for and in consideration of the mutual
      covenants and agreements hereinafter set forth and the mutual benefits to the
      parties to be derived here from, it is hereby agreed as follows:

    


    ARTICLE
      I


    REPRESENTATIONS,
      COVENANTS AND WARRANTIES OF
      EDULINK

     

    As
      an
      inducement to and to obtain the reliance of Mega Media, Edulink represents
      and
      warrants as follows:

    


    Section
      1.1 Organization.
      Edulink
      is a corporation duly organized, validly existing, and in good standing under
      the laws of Nevada and has the corporate power and is duly authorized,
      qualified, franchised and licensed under all applicable laws, regulations,
      ordinances and orders of public authorities to own all of its properties and
      assets and to carry on its business in all material respects as it is now being
      conducted, including qualification to do business as a foreign corporation
      in
      the jurisdiction in which the character and location of the assets owned by
      it
      or the nature of the business transacted by it requires qualification. Included
      in the Schedules attached hereto (hereinafter defined) are complete and correct
      copies of the articles of incorporation, bylaws and amendments thereto as in
      effect on the date hereof. The execution and delivery of this Agreement does
      not
      and the consummation of the transactions contemplated by this Agreement in
      accordance with the terms hereof will not violate any provision of Edulink's
      articles of incorporation or bylaws. Edulink has full power, authority and
      legal
      right and has taken all action required by law, its articles of incorporation,
      its bylaws or otherwise to authorize the execution and delivery of this
      Agreement.
      

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Section
      1.2 Capitalization.
      The
      authorized capitalization of Edulink consists of 1,500,000,000 shares of common
      stock, $0.001 par value per share. As of the date hereof, Edulink has
      1,500,000,000 common shares issued and outstanding, excluding 516,061,636 shares
      represented by that certain stock certificate number 17191 for 735,000,000
      shares of common stock issued to Ian Rescigno, which is attached as Schedule
      1.2, pursuant to that certain judgment attached as Schedule 1.5.

    


    All
      issued and outstanding shares are legally issued, fully paid and nonassessable
      and are not issued in violation of the preemptive or other rights of any person.
      There are no securities, warrants or options authorized or issued.

    


    Section
      1.3 Subsidiaries. 
      Edulink
      has no subsidiaries.

     

    Section
      1.4 Tax
      Matters: Books and Records.

     

    


    
      	 	
              (a)

            	
              The
                books and records, financial and others, of Edulink are in all material
                respects complete and correct and have been maintained in accordance
                with
                good business accounting practices;
                and

            


    

    


    
      	 	
              (b)

            	
              Edulink
                has no liabilities with respect to the payment of any country, federal,
                state, county, or local taxes (including any deficiencies, interest
                or
                penalties).

            


    

    


    
      	 	
              (c)

            	
              Edulink
                shall pay all outstanding liabilities of Edulink prior to the Closing
                as
                set forth in Schedule 1.4.

            


    

    


    Section
      1.5 Litigation
      and Proceedings.
      There
      are no actions, suits, proceedings or investigations pending or threatened
      by or
      against or affecting Edulink or its properties, at law or in equity, before
      any
      court or other governmental agency or instrumentality, domestic or foreign
      or
      before any arbitrator of any kind that would have a material adverse affect
      on
      the business, operations, financial condition or income of Edulink. Edulink
      is
      not in default with respect to any judgment, order, writ, injunction, decree,
      award, rule or regulation of any court, arbitrator or governmental agency or
      instrumentality or of any circumstances which, after reasonable investigation,
      would result in the discovery of such a default. Edulink has a judgment or
      order
      against it, which provides for the issuance of 735,000,000 shares of common
      stock to Ian and Ronald Rescigno. A copy of the judgment or order is attached
      as
      Schedule 1.5.

    


    Section
      1.6 Material
      Contract Defaults. 
      Edulink
      is not in default in any material respect under the terms of any outstanding
      contract, agreement, lease or other commitment which is material to the
      business, operations, properties, assets or condition of Edulink, and there
      is
      no event of default in any material respect under any such contract, agreement,
      lease or other commitment in respect of which Edulink has not taken adequate
      steps to prevent such a default from occurring.

    


     Section
      1.7 Information.
      The
      information concerning Edulink as set forth in this Agreement and in the
      attached Schedules is complete and accurate in all material respects and does
      not contain any untrue statement of a material fact or omit to state a material
      fact required to make the statements made in light of the circumstances under
      which they were made, not misleading. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     Section
      1.8 Title and Related Matters. Edulink
      has good and marketable title to and is the sole and exclusive owner of all
      of
      its properties, inventory, interest in properties and assets, real and personal
      (collectively, the “Assets”) free and clear of all liens, pledges, charges or
      encumbrances. Edulink owns free and clear of any liens, claims, encumbrances,
      royalty interests or other restrictions or limitations of any nature whatsoever
      and all procedures, techniques, marketing plans, business plans, methods of
      management or other information utilized in connection with Edulink’ business.
      No third party has any right to, and Edulink has not received any notice of
      infringement of or conflict with asserted rights of other with respect to any
      product, technology, data, trade secrets, know-how, proprietary techniques,
      trademarks, service marks, trade names or copyrights which, singly on in the
      aggregate, if the subject of an unfavorable decision ruling or finding, would
      have a materially adverse affect on the business, operations, financial
      conditions or income of Edulink or any material portion of its properties,
      assets or rights. 

    


     Section
      1.9 Contracts. On
      the
      closing date:

    


    
      	 	
              (a)

            	
              There
                are no material contracts, agreements, franchises, license agreements,
                or
                other commitments to which Edulink is a party or by which it or any
                of its
                properties are bound;

            


    

    


    
      	 	
              (b)

            	
              Edulink
                is not a party to any contract, agreement, commitment or instrument
                or
                subject to any charter or other corporate restriction or any judgment,
                order, writ, injunction, decree or award materially and adversely
                affects,
                or in the future may (as far as Edulink can now foresee) materially
                and
                adversely affect, the business, operations, properties, assets or
                conditions of Edulink; and

            


    

    


    
      	 	
              (c)

            	
              Edulink
                is not a party to any material oral or written: (I) contract for
                the
                employment of any officer or employee; (ii) profit sharing, bonus,
                deferred compensation, stock option, severance pay, pension benefit
                or
                retirement plan, agreement or arrangement covered by Title IV of
                the
                Employee Retirement Income Security Act, as amended; (iii) agreement,
                contract or indenture relating to the borrowing of money; (iv) guaranty
                of
                any obligation for the borrowing of money or otherwise, excluding
                endorsements made for collection and other guaranties, of obligations,
                which, in the aggregate exceeds $1,000; (v) consulting or other contract
                with an unexpired term of more than one year or providing for payments
                in
                excess of $10,000 in the aggregate; (vi) collective bargaining agreement;
                and (vii) contract, agreement or other commitment involving payments
                by it
                for more than $10,000 in the
                aggregate.

            


    

    


     Section
      1.10 Compliance With Laws and Regulations. To
      the
      best of Edulink’s knowledge and belief, Edulink has complied with all applicable
      statutes and regulations of any federal, state or other governmental entity
      or
      agency thereof, except to the extent that noncompliance would not materially
      and
      adversely affect the business, operations, properties, assets or condition
      of
      Edulink or would not result in Edulink incurring material
      liability.

    


     Section
      1.11 Approval of Agreement. The
      directors of Edulink have authorized the execution and delivery of this
      Agreement and have approved the transactions contemplated.

    


     Section
      1.12 Material Transactions or Affiliations.
      There
      are no material contracts or agreements of arrangement between Edulink and
      any
      person, who was at the time of such contract, agreement or arrangement an
      officer, director or person owning of record, or known to beneficially own
      ten
      percent (10%) or more of the issued and outstanding Common Shares of Edulink
      and
      which is to be performed in whole or in part after the date hereof. Edulink
      has
      no commitment, whether written or oral, to lend any funds to, borrow any money
      from or enter into material transactions with any such affiliated person.


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Section
      1.13 No
      Conflict With Other Instruments.
      Notwithstanding any agreements executed between Edulink and investors of NIR
      Group, Inc., the execution of this Agreement and the consummation of the
      transactions contemplated by this Agreement will not result in the breach of
      any
      term or provision of, or constitute an event of default under, any material
      indenture, mortgage, deed of trust or other material contract, agreement or
      instrument to which Edulink is a party or to which any of its properties or
      operations are subject.

    


    Section
      1.14 Governmental
      Authorizations. Edulink
      has all licenses, franchises, permits or other governmental authorizations
      legally required to enable it to conduct its business in all material respects
      as conducted on the date hereof. Except for compliance with federal and state
      securities and corporation laws, as hereinafter provided, no authorization,
      approval, consent or order of, or registration, declaration or filing with,
      any
      court or other governmental body is required in connection with the execution
      and delivery by Edulink of this Agreement and the consummation of the
      transactions contemplated hereby.

    


    


    ARTICLE
      II

    REPRESENTATIONS,
      COVENANTS AND WARRANTIES OF MEGA MEDIA

    


    As
      an
      inducement to, and to obtain the reliance of Edulink, Mega Media represents
      and
      warrants as follows:

    


    Section
      2.1 Organization. 
      Mega
      Media is a corporation duly organized, validly existing and in good standing
      under the laws of New York and has the corporate power and is duly authorized,
      qualified, franchised and licensed under all applicable laws, regulations,
      ordinances and orders of public authorities to own all of its properties and
      assets and to carry on its business in all material respects as it is now being
      conducted, including qualification to do business as a foreign entity in the
      country or states in which the character and location of the assets owned by
      it
      or the nature of the business transacted by it requires qualification. Included
      in the attached Schedules (as hereinafter defined) are complete and correct
      copies of the articles of incorporation, bylaws and amendments thereto as in
      effect on the date hereof. The execution and delivery of this Agreement does
      not
      and the consummation of the transactions contemplated by this Agreement in
      accordance with the terms hereof will not, violate any provision of Mega Media's
      certificate of incorporation or bylaws. Mega Media has full power, authority
      and
      legal right and has taken all action required by law, its articles of
      incorporation, bylaws or otherwise to authorize the execution and delivery
      of
      this Agreement.

     

    Section
      2.2 Capitalization.
      Mega
      Media’s authorized capitalization consists of 90,000,000 shares, consisting of
      (a) 70,000,000 shares of common stock, $.001 par value per share, of which
      5,277,446 are issued and outstanding as of the date hereof, and (b) 20,000,000
      shares of preferred stock, $.001 par value per share, of which 14,492,000 are
      issued and outstanding as of the date hereof. 

    


    All
      issued and outstanding common shares have been legally issued, fully paid,
      are
      nonassessable and not issued in violation of the preemptive rights of any other
      person. Mega Media has no other securities, warrants or options authorized
      or
      issued.

    


    Section
      2.3  Subsidiaries. 
      Mega
      Media has the following subsidiaries:

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (a)

            	
              Mega
                Media Studios, Inc.

            


    

    
      	 	
              (b)

            	
              Mega
                Media Records, Inc. d/b/a Skeleton Key
                Media

            


    

    
      	 	
              (c)

            	
              Mega
                Media Film, Inc.

            


    

    
      	 	
              (d)

            	
              Mega
                Media Sports Entertainment, Inc.

            


    

    
      	 	
              (e)

            	
              VSE
                Magazine, Inc.

            


    

    
      	 	
              (f)

            	
              Echo
                Broadcasting Group, Inc.

            


    

     

    Section
      2.4 Tax
      Matters, Books & Records.

    


    
      	 	
              (a)

            	
              Mega
                Media’s books and records, financial and others are in all material
                respects complete and correct and have been maintained in accordance
                with
                good business accounting practices;

            


    

    


    
      	 	
              (b)

            	
              Mega
                Media has no liabilities with respect to the payment of any country,
                federal, state, county, local or other taxes (including any deficiencies,
                interest or penalties); and

            


    

    


    
      	 	
              (c)

            	
              Mega
                Media shall remain responsible for all debts incurred prior to the
                closing.

            


    

    


    Section
      2.5 Information.
      The
      information concerning Mega Media as set forth in this Agreement and in the
      attached Schedules is complete and accurate in all material respects and does
      not contain any untrue statement of a material fact or omit a material fact
      required to make the statements made, in light of the circumstances under which
      they were made, not misleading.

    


    Section
      2.6 Title
      and Related Matters.
      Mega
      Media has good and marketable title to and is the sole and exclusive owner
      of
      all of its properties, inventory, interests in properties and assets, real
      and
      personal (collectively, the "Assets") free and clear of all liens, pledges,
      charges or encumbrances. Except as set forth in the attached Schedules, Mega
      Media owns free and clear of any liens, claims, encumbrances, royalty interests
      or other restrictions or limitations of any nature whatsoever and all
      procedures, techniques, marketing plans, business plans, methods of management
      or other information utilized in connection with Mega Media's business. Except
      as set forth in the attached Schedules, no third party has any right to, and
      Mega Media has not received any notice of infringement of or conflict with
      asserted rights of others with respect to any product, technology, data, trade
      secrets, know-how, proprietary techniques, trademarks, service marks, trade
      names or copyrights which, singly or in the aggregate, if the subject of an
      unfavorable decision, ruling or finding, would have a materially adverse affect
      on the business, operations, financial conditions or income of Mega Media or
      any
      material portion of its properties, assets or rights.

    


    Section
      2.7 Litigation
      and Proceedings.
      There
      are no actions, suits or proceedings pending or threatened by or against or
      affecting Mega Media, at law or in equity, before any court or other
      governmental agency or instrumentality, domestic or foreign or before any
      arbitrator of any kind that would have a material adverse effect on the
      business, operations, financial condition, income or business prospects of
      Mega
      Media. Mega Media does not have any knowledge of any default on its part with
      respect to any judgment, order, writ, injunction, decree, award, rule or
      regulation of any court, arbitrator or governmental agency or
      instrumentality.

    


    Section
      2.8 Contracts. On
      the
      Closing Date:

    


    
      	 	
              (a)

            	
              Except
                for those enumerated on the attached Schedules, there are no material
                contracts, agreements, franchises, license agreements, or other
                commitments to which Mega Media is a party to or by which it or any
                of its
                subsidiaries or properties are
                bound;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Except
                as enumerated on the attached Schedules, Mega Media is not a party
                to any
                contract, agreement, commitment or instrument or subject to any charter
                or
                other corporate restriction or any judgment, order, writ, injunction,
                decree or award which materially and adversely affects, or in the
                future
                may (as far as Mega Media can now foresee) materially and adversely
                affect, the business, operations, properties, assets or conditions
                of Mega
                Media; and 

            


    

    


    
      	 	
              (c)

            	
              Except
                as enumerated on the attached Schedules, Mega Media is not a party
                to any
                material oral or written: (i) contract for the employment of any
                officer
                or employee; (ii) profit sharing, bonus, deferred compensation, stock
                option, severance pay, pension, benefit or retirement plan, agreement
                or
                arrangement covered by Title IV of the Employee Retirement Income
                Security
                Act, as amended; (iii) agreement, contract or indenture relating
                to the
                borrowing of money; (iv) guaranty of any obligation for the borrowing
                of
                money or otherwise, excluding endorsements made for collection and
                other
                guaranties of obligations, which, in the aggregate exceeds $1,000;
                (v)
                consulting or other contract with an unexpired term of more than
                one year
                or providing for payments in excess of $10,000 in the aggregate;
                (vi)
                collective bargaining agreement; and (vii) contract, agreement, or
                other
                commitment involving payments by it for more than $10,000 in the
                aggregate.

            


    

    


    Section
      2.9 No
      Conflict With Other Instruments.
      The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, or constitute an event of default under, any material indenture,
      mortgage, deed of trust or other material contract, agreement or instrument
      to
      which Mega Media is a party or to which any of its properties or operations
      are
      subject.

    


    Section
      2.10 Material
      Contract Defaults.  To
      the
      best of Mega Media's knowledge and belief, it is not in default in any material
      respect under the terms of any outstanding contract, agreement, lease or other
      commitment which is material to the business, operations, properties, assets
      or
      condition of Mega Media, and there is no event of default in any material
      respect under any such contract, agreement, lease or other commitment in respect
      of which Mega Media has not taken adequate steps to prevent such a default
      from
      occurring.

    


    Section
      2.11 Governmental
      Authorizations. To
      the
      best of Mega Media’s knowledge, Mega Media has all licenses, franchises, permits
      and other governmental authorizations that are legally required to enable it
      to
      conduct its business operations in all material respects as conducted on the
      date hereof. Except for compliance with federal and state securities or
      corporation laws, no authorization, approval, consent or order of, or
      registration, declaration or filing with, any court or other governmental body
      is required in connection with the execution and delivery by Mega Media of
      the
      transactions contemplated hereby.

    


    Section
      2.12 Compliance
      with Laws and Regulations. 
      To the
      best of Mega Media's knowledge and belief, Mega Media has complied with all
      applicable statutes and regulations of any federal, state or other governmental
      entity or agency thereof, except to the extent that noncompliance would not
      materially and adversely affect the business, operations, properties, assets
      or
      condition of Mega Media or would not result in Mega Media's incurring any
      material liability.

    


    Section
      2.13 Insurance.
      All of
      Mega Media’s insurable properties are insured for Mega Media‘s benefit under
      valid and enforceable policy or policies containing substantially equivalent
      coverage and will be outstanding and in full force at the Closing
      Date.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Section
      2.14 Approval
      of Agreement.
      The
      directors of Mega Media have authorized the execution and delivery of this
      Agreement and have approved the transactions contemplated hereby.

    


    Section
      2.15 Material
      Transactions or Affiliations.
      As of
      the Closing Date, there will exist no material contract, agreement or
      arrangement between Mega Media and any person who was at the time of such
      contract, agreement or arrangement an officer, director or person owning of
      record, or known by Mega Media to own beneficially, ten percent (10%) or more
      of
      the issued and outstanding Common Shares of Mega Media and which is to be
      performed in whole or in part after the date hereof except with regard to an
      agreement with the Mega Media shareholders providing for the distribution of
      cash to provide for payment of federal and state taxes on Subchapter S income.
      Mega Media has no commitment, whether written or oral, to lend any funds to,
      borrow any money from or enter into any other material transactions with, any
      such affiliated person.

    


    


    ARTICLE
      III

    EXCHANGE
      PROCEDURE AND OTHER CONSIDERATION

    


    Section
      3.1 Share
      Exchange/Delivery of Mega Media Securities.
      On the
      Closing Date, the holders of all of the Mega Media Common Shares, consisting
      of
      5,277,446 shares of common stock, par value $.001 per share and, shall deliver
      to Edulink certificates or other documents evidencing all of the issued and
      outstanding Mega Media Common Shares, duly endorsed in blank or with executed
      power attached thereto in transferable form. On the Closing Date, all previously
      issued and outstanding Common Shares of Mega Media shall be transferred to
      Edulink, so that Mega Media shall become a wholly owned subsidiary of Edulink.
      

    


    Section
      3.2 Issuance of Edulink Shares.
      In
      exchange for all of the Mega Media Common Shares tendered pursuant to Section
      3.1, Edulink shall issue, upon the increase in the authorized capital stock
      and
      pursuant to Section 3.3, to the MM Shareholders set forth on Schedule 3.2 a
      total number of shares of Edulink common stock or convertible preferred stock,
      which will represent, and equate to, 90% of Edulink’s issued and outstanding
      fully diluted common stock after the transaction is closed. Such shares are
      restricted in accordance with Rule 144 of the 1933 Securities Act. 

    


    Section
      3.3 Additional
      Consideration. To
      induce
      MM Group, and as consideration for the acquisition, Edulink agrees to obtain
      from a majority of its shareholders, and deliver to Mega Media, along with
      the
      aforementioned shareholders’ share certificates to be held in escrow, on the
      Closing Date, duly executed irrevocable proxies, so that Mega Media has the
      authority to run its business uninterrupted and to perform the following actions
      on behalf of Edulink: (1) Amend the Articles of Incorporation (the “Amendment”)
      to (a) increase the authorized common stock to a sufficient number of shares
      to
      allow for the issuances in Section 3.2 constituting 90% of the outstanding
      capital stock, and (b) effectuate a reverse split (the “Reverse Split”); (2)
      file with the State of Nevada Amended Articles of Incorporation approving the
      Amendment; (3) file with the SEC a Preliminary 14C Information Statement
      approving the resolution and Amendment (and then immediately file a Definitive
      14C Information Statement pursuant to the time provisions of Regulation 14C
      of
      the 1934 Exchange Act); (4) obtain a new CUSIP number and file with the NASD
      the
      requisite 10b17 information approving the increase in authorized shares; (5)
      within
      45
      days from the Closing Date,
      issue
      to the MM Shareholders set forth on Schedule 3.2 a total number of shares of
      Edulink common stock representing, and equating to, 90% of Edulink’s issued and
      outstanding common stock; and (6) that each of the new officers of Edulink
      be,
      and each of them hereby is, authorized, empowered and directed, on behalf of
      Edulink, to execute, deliver and file the documents, instruments and papers
      covered by Sections 3.1, 3.2 and 3.3, and to take any and all other action
      as
      they or any of them may deem necessary or appropriate for the purpose of
      carrying out the intent of this Agreement, and that the authority of such
      officers to execute and deliver any such documents, instruments and papers
      and
      to take any such other action shall be conclusively evidenced by their execution
      and delivery thereof or their taking thereof. Notwithstanding, in the event
      the
      SEC does not approve the 14C Information Statement within six months from the
      Closing Date, so that Section 3.2 cannot be effectuated, the MM Group has the
      sole option to terminate this Agreement and the transactions contemplated herein
      will be deemed null and void.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Section
      3.4 Present
      Liabilities of Edulink.
      Subsequent to closing, the liabilities and obligations of Edulink set forth
      on
      Schedule 3.4 shall remain liabilities of Edulink. In addition, the present
      officers and directors of Edulink shall be released from any and all liabilities
      related thereto. 

     

    Section
      3.5 Events
      Prior to Closing.
      Upon
      execution hereof or as soon thereafter as practical, management of Edulink
      and
      Mega Media shall execute, acknowledge and deliver (or shall cause to be
      executed, acknowledged and delivered) any and all certificates, opinions,
      financial statements, schedules, agreements, resolutions rulings or other
      instruments required by this Agreement to be so delivered, together with such
      other items as may be reasonably requested by the parties hereto and their
      respective legal counsel in order to effectuate or evidence the transactions
      contemplated hereby, subject only to the conditions to Closing referenced herein
      below. 

    


    Section
      3.6 Closing.
      The
      closing ("Closing") of the transactions contemplated by this Agreement shall
      be
      on the date and at the time the exchange documents are filed with the New York
      and Nevada Secretary’s of State in accordance with applicable laws.


     

    Section
      3.7 Termination.


    
      	 	
              (a)

            	
              This
                Agreement may be terminated by the board of directors or majority
                interest
                of Shareholders of either Edulink or Mega Media, respectively, at
                any time
                prior to the Closing Date if:

            


    

    


    
      	 	
              (i)

            	
              there
                shall be any action or proceeding before any court or any governmental
                body which shall seek to restrain, prohibit or invalidate the transactions
                contemplated by this Agreement and which, in the judgment of such
                board of
                directors, made in good faith and based on the advice of its legal
                counsel, makes it inadvisable to proceed with the exchange contemplated
                by
                this Agreement; or 

            


    

    


    
      	 	
              (ii)

            	
              any
                of the transactions contemplated hereby are disapproved by any regulatory
                authority whose approval is required to consummate such
                transactions.

            


    

    


    In
      the
      event of termination pursuant to Paragraph (a) of this Section 3.5, no
      obligation, right, or liability shall arise hereunder and each party shall
      bear
      all of the expenses incurred by it in connection with the negotiation, drafting
      and execution of this Agreement and the transactions herein
      contemplated.

    


    
      	 	
              (b)

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of Edulink if Mega Media shall fail
                to
                comply in any material respect with any of its covenants or agreements
                contained in this Agreement or if any of the representations or warranties
                of Mega Media contained herein shall be inaccurate in any material
                respect, which noncompliance or inaccuracy is not cured after 20
                days
                written notice thereof is given to Mega Media. If this Agreement
                is
                terminated pursuant to Paragraph (b) of this Section 3.5, this Agreement
                shall be of no further force or effect and no obligation, right or
                liability shall arise hereunder.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of Mega Media if Edulink shall fail
                to
                comply in any material respect with any of its covenants or agreements
                contained in this Agreement or if any of the representations or warranties
                of Edulink contained herein shall be inaccurate in any material respect,
                which noncompliance or inaccuracy is not cured after 20 days written
                notice thereof is given to Edulink. If this Agreement is terminated
                pursuant to Paragraph (c) of this Section 3.5, this Agreement shall
                be of
                no further force or effect and no obligation, right or liability
                shall
                arise hereunder.

            


    

    


    In
      the
      event of termination pursuant to paragraph (b) and (c) of Section 3.5, the
      breaching party shall bear all of the expenses incurred by the other party
      in
      connection with the negotiation, drafting and execution of this Agreement and
      the transactions herein contemplated. 

    


    Section
      3.8 Directors
      of Edulink After Acquisition.
      After
      the Closing Date, Michael Rosenfeld shall
      resign as the sole member of the Board of Directors of Edulink and Aleksandr
      Shvarts, Dr. Lev Paukman, and David Kokakis shall be appointed to the Board
      of
      Directors of Edulink. Each director shall hold office until his successor has
      been duly elected and has qualified or until his death, resignation or removal.
      

    


    Section
      3.9 Officers
      of Edulink. 
      Upon the
      closing, the following person shall be appointed as officer of
      Edulink:

     

    
      	 	
              Name

            	 	
              Office

            	 
	 	 	 	 	 
	 	
              Aleksandr
                Shvarts

            	 	
              CEO
                & Chairman of the Board

            	 
	 	
              David
                Kokakis

            	 	
              President

            	 
	 	
              Gennady
                Pomeranets

            	 	
              CFO
                & Treasurer

            	 
	 	
              Eric
                Schwartz

            	 	
              Vice
                President

            	 
	 	 	 	 	 


    

     

    


    ARTICLE
      IV

    SPECIAL
      COVENANTS

    


    Section
      4.1 Access
      to Properties and Records.
      Prior to
      closing, Edulink and Mega Media will each afford to the officers and authorized
      representatives of the other full access to the properties, books and records
      of
      each other, so that each may have full opportunity to make such reasonable
      investigation as it shall desire to make of the affairs of the other and each
      will furnish the other with such additional financial and operating data and
      other information as to the business and properties of each other, as the other
      shall from time to time reasonably request.

    


    Section
      4.2 Availability
      of Rule 144.
      Edulink
      and MM Shareholders holding "restricted securities", as that term is defined
      in
      Rule 144 of the 1933 Securities Act will remain as “restricted securities”.
      Edulink is under no obligation to register such shares under the Securities
      Act,
      or otherwise. The stockholders of Edulink and Mega Media holding restricted
      securities of Edulink and Mega Media as of the date of this Agreement and their
      respective heirs, administrators, personal representatives, successors and
      assigns, are intended third party beneficiaries of the provisions set forth
      herein. The covenants set forth in this Section 4.2 shall survive the Closing
      and the consummation of the transactions herein contemplated.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
      4.3 Special
      Covenants and Representations Regarding the Edulink Common Shares to be Issued
      in the Exchange.
      The
      consummation of this Agreement, including the issuance of the Edulink Common
      Shares to the Shareholders of Mega Media as contemplated hereby, constitutes
      the
      offer and sale of securities under the Securities Act, and applicable state
      statutes. Such transaction shall be consummated in reliance on exemptions from
      the registration and prospectus delivery requirements of such statutes which
      depend, inter
      alia,
      upon
      the circumstances under which the Mega Media Shareholders acquire such
      securities. 

    


    Section
      4.4 Third
      Party Consents.
      Edulink
      and Mega Media agree to cooperate with each other in order to obtain any
      required third party consents to this Agreement and the transactions herein
      contemplated.

     

    Section
      4.5 Actions
      Prior to and Subsequent to Closing.

     

    


    
      	 	
              (a)

            	
              From
                and after the date of this Agreement until the Closing Date, except
                as
                permitted or contemplated by this Agreement, Edulink and Mega Media
                will
                each use its best efforts to:

            


    

    


    
      	 	
              (i)

            	
              maintain
                and keep its properties in states of good repair and condition as
                at
                present, except for depreciation due to ordinary wear and tear and
                damage
                due to casualty;

            


    

    
      	 	
              (ii)

            	
              maintain
                in full force and effect insurance comparable in amount and in scope
                of
                coverage to that now maintained by it;
                and

            


    

    
      	 	
              (iii)

            	
              perform
                in all material respects all of its obligations under material contracts,
                leases and instruments relating to or affecting its assets, properties
                and
                business.

            


    

    


    
      	 	
              (b)

            	
              From
                and after the date of this Agreement until the Closing Date, Edulink
                will
                not, without the prior consent of Mega
                Media:

            


    

    


    
      	 	
              (i)

            	
              except
                as otherwise specifically set forth herein, make any change in its
                articles of incorporation or
                bylaws;

            


    

    
      	 	
              (ii)

            	
              declare
                or pay any dividend on its outstanding Common Shares, except as may
                otherwise be required by law, or effect any stock split or otherwise
                change its capitalization, except as provided
                herein;

            


    

    
      	 	
              (iii)

            	
              enter
                into or amend any employment, severance or agreements or arrangements
                with
                any directors or officers;

            


    

    
      	 	
              (iv)

            	
              grant,
                confer or award any options, warrants, conversion rights or other
                rights
                not existing on the date hereof to acquire any Common Shares; or
                

            


    

    
      	 	
              (v)

            	
              purchase
                or redeem any Common Shares.

            


    

     

    Section
      4.6 Indemnification.

    


    
      	 	
              (a)

            	
              Edulink
                hereby agrees to indemnify Mega Media, each of the officers, agents
                and
                directors and current shareholders of Mega Media as of the Closing
                Date
                against any loss, liability, claim, damage or expense (including,
                but not
                limited to, any and all expense whatsoever reasonably incurred in
                investigating, preparing or defending against any litigation, commenced
                or
                threatened or any claim whatsoever), to which it or they may become
                subject to or rising out of or based on any inaccuracy appearing
                in or
                misrepresentation made in this Agreement. The indemnification provided
                for
                in this paragraph shall survive the Closing and consummation of the
                transactions contemplated hereby and termination of this Agreement;
                and
                

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Mega
                Media hereby agrees to indemnify Edulink, each of the officers, agents,
                directors and current shareholders of Edulink as of the Closing Date
                against any loss, liability, claim, damage or expense (including,
                but not
                limited to, any and all expense whatsoever reasonably incurred in
                investigating, preparing or defending against any litigation, commenced
                or
                threatened or any claim whatsoever), to which it or they may become
                subject arising out of or based on any inaccuracy appearing in or
                misrepresentation made in this Agreement. The indemnification provided
                for
                in this paragraph shall survive the Closing and consummation of the
                transactions contemplated hereby and termination of this
                Agreement.

            


    

    


    ARTICLE
      V

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF EDULINK

     

    The
      obligations of Edulink under this Agreement are subject to the satisfaction,
      at
      or before the Closing Date, of the following conditions:

    


    Section
      5.1 Accuracy
      of Representations.
      The
      representations and warranties made by Mega Media in this Agreement were true
      when made and shall be true at the Closing Date with the same force and effect
      as if such representations and warranties were made at the Closing Date (except
      for changes therein permitted by this Agreement), and Mega Media shall have
      performed or compiled with all covenants and conditions required by this
      Agreement to be performed or complied with by Mega Media prior to or at the
      Closing. Edulink shall be furnished with a certificate, signed by a duly
      authorized officer of Mega Media and dated the Closing Date, to the foregoing
      effect.

    


    Section
      5.2 Director
      Approval. 
      The
      Board of Directors of Edulink shall have approved this Agreement and the
      transactions contemplated herein. 

     

    Section
      5.3 Officer's
      Certificate. 
      Edulink
      shall have been furnished with a certificate dated the Closing Date and signed
      by a duly authorized officer of Mega Media to the effect that: (a) the
      representations and warranties of Mega Media set forth in the Agreement and
      in
      all Exhibits, Schedules and other documents furnished in connection herewith
      are
      in all material respects true and correct as if made on the Effective Date;
      (b)
      Mega Media has performed all covenants, satisfied all conditions, and complied
      with all other terms and provisions of this Agreement to be performed, satisfied
      or complied with by it as of the Effective Date; (c) since such date and other
      than as previously disclosed to Mega Media on the attached Schedules, Mega
      Media
      has not entered into any material transaction other than transactions which
      are
      usual and in the ordinary course if its business; and (d) no litigation,
      proceeding, investigation or inquiry is pending or, to the best knowledge of
      Mega Media, threatened, which might result in an action to enjoin or prevent
      the
      consummation of the transactions contemplated by this Agreement or, to the
      extent not disclosed in the Mega Media Schedules, by or against Mega Media
      which
      might result in any material adverse change in any of the assets, properties,
      business or operations of Mega Media.

    


    Section
      5.4 No
      Material Adverse Change.
      Prior to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of Mega Media.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Section
      5.5 Other
      Items. 
      Edulink
      shall have received such further documents, certificates or instruments relating
      to the transactions contemplated hereby as Edulink may reasonably
      request.

    


    Section
      5.6 Payments
      for 1934 Exchange Act Compliance.
      Mega
      media shall be required to make all payments to Edulink’s previous auditor and
      any other auditors that are required to undertake the work set forth in Section
      6.5 to become complaint under the 1934 Exchange Act.

    


    ARTICLE
      VI

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF MEGA MEDIA

    


    The
      obligations of Mega Media under this Agreement are subject to the satisfaction,
      at or before the Closing date (unless otherwise indicated herein), of the
      following conditions:

    


    Section
      6.1 Accuracy
      of Representations.
      The
      representations and warranties made by Mega Media in this Agreement were true
      when made and shall be true as of the Closing Date (except for changes therein
      permitted by this Agreement) with the same force and effect as if such
      representations and warranties were made at and as of the Closing Date, and
      Edulink shall have performed and complied with all covenants and conditions
      required by this Agreement to be performed or complied with by Edulink prior
      to
      or at the Closing. Mega Media shall have been furnished with a certificate,
      signed by a duly authorized executive officer of Edulink and dated the Closing
      Date, to the foregoing effect.

    


    Section
      6.2 Director Approval.
      The
      Board of Directors of Mega Media shall have approved this Agreement and the
      transactions contemplated herein.

    


    Section
      6.3 Officer's
      Certificate. 
      Mega
      Media shall be furnished with a certificate dated the Closing Date and signed
      by
      a duly authorized officer of Edulink to the effect that: (a) the representations
      and warranties of Edulink set forth in the Agreement and in all Exhibits,
      Schedules and other documents furnished in connection herewith are in all
      material respects true and correct as if made on the Effective Date; and (b)
      Edulink has performed all covenants, satisfied all conditions, and complied
      with
      all other terms and provisions of the Agreement to be performed, satisfied
      or
      complied with by it as of the Effective Date.

    


    Section
      6.4 No
      Material Adverse Change.
      Prior to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of Edulink.

    


    Section
      6.5 1934
      Exchange Act Compliance.
      Edulink
      is presently non-compliant with its 1934 Exchange Act filing requirements.
      As a
      condition to closing, Edulink must file any necessary reports to become current
      with its 1934 Exchange Act filings. This shall include, but not be limited
      to,
      all annual and quarterly filings.

    


    Section
      6.6 Authorized
      Shares. Prior
      to
      the Closing Date, Edulink shall file an amendment to its articles of
      incorporation in the State of Nevada increasing its authorized shares to
      3,000,000,000 shares of common stock, $0.001 par value. 

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

    MISCELLANEOUS

    


    Section
      7.1 Brokers
      and Finders.
      Each
      party to this Agreement represents and warrants that it is under no obligation,
      express or implied, to pay certain finders in connection with the bringing
      of
      the parties together in the negotiation, execution, or consummation of this
      Agreement. The parties each agree to indemnify the other against any claim
      by
      any third person for any commission, brokerage or finder's fee or other payment
      with respect to this Agreement or the transactions contemplated hereby based
      on
      any alleged agreement or understanding between the indemnifying party and such
      third person, whether express or implied from the actions of the indemnifying
      party.

    


    Section
      7.2 Law,
      Forum and Jurisdiction.
      This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of New York, United States of America.

    


    Section
      7.3 Notices.
      Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

    


    If
      to
      Edulink:  

    


    If
      to
      Mega Media: 1122
      Coney Island Avenue, Suite 210
Brooklyn,
      New York 11230

     

    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given as of the date so delivered, mailed or
      telegraphed.

    


    Section
      7.4 Attorneys'
      Fees.
      In the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys' fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

    


    Section
      7.5 Confidentiality.
      Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except: (i) to the extent such data is a matter
      of
      public knowledge or is required by law to be published; and (ii) to the extent
      that such data or information must be used or disclosed in order to consummate
      the transactions contemplated by this Agreement.

    


    Section
      7.6 Schedules;
      Knowledge. Each
      party is presumed to have full knowledge of all information set forth in the
      other party's schedules delivered pursuant to this Agreement.

    


    Section
      7.7 Third
      Party Beneficiaries. 
      This
      contract is solely between Edulink and Mega Media and except as specifically
      provided, no director, officer, stockholder, employee, agent, independent
      contractor or any other person or entity shall be deemed to be a third party
      beneficiary of this Agreement.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Section
      7.8 Entire
      Agreement. This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understanding, agreements, representations or
      warranties, written or oral, except as set forth herein. This Agreement may
      not
      be amended or modified, except by a written agreement signed by all parties
      hereto.

    


    Section
      7.9 Survival;
      Termination.
      The
      representations, warranties and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for 18 months.

    


    Section
      7.10 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument.

    


    Section
      7.11 
      Amendment or Waiver. Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by a written consent
      by
      all parties hereto, with respect to any of the terms contained herein, and
      any
      term or condition of this Agreement may be waived or the time for performance
      hereof may be extended by a written consent by the party or parties for whose
      benefit the provision is intended.

    


    Section
      7.12 Expenses.
      Each
      party herein shall bear all of their respective costs and expenses incurred
      in
      connection with the negotiation of this Agreement and in the consummation of
      the
      transactions provided for herein and the preparation thereof.

    


    Section
      7.13 Headings;
      Context.
      The
      headings of the sections and paragraphs contained in this Agreement are for
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meaning of this Agreement.

    


    Section
      7.14 Benefit.
      This
      Agreement shall be binding upon and shall inure only to the benefit of the
      parties hereto, and their permitted assigns hereunder. This Agreement shall
      not
      be assigned by any party without the prior written consent of the other party.
      

    


    Section
      7.15 Public
      Announcements.
      Except
      as may be required by law, neither party shall make any public announcement
      or
      filing with respect to the transactions provided for herein without the prior
      consent of the other party hereto.

    


    Section
      7.16 Severability.
      In the
      event that any particular provision or provisions of this Agreement or the
      other
      agreements contained herein shall for any reason hereafter be determined to
      be
      unenforceable, or in violation of any law, governmental order or regulation,
      such unenforceability or violation shall not affect the remaining provisions
      of
      such agreements, which shall continue in full force and effect and be binding
      upon the respective parties hereto.

    


    Section
      7.17 Failure
      of Conditions; Termination.
      In the
      event of any of the conditions specified in this Agreement shall not be
      fulfilled on or before the Closing Date, either of the parties have the right
      either to proceed or, upon prompt written notice to the other, to terminate
      and
      rescind this Agreement. In such event, the party that has failed to fulfill
      the
      conditions specified in this Agreement will be liable for the other party’s
      legal fees. The election to proceed shall not affect the right of such electing
      party reasonably to require the other party to continue to use its efforts
      to
      fulfill the unmet conditions.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
      7.18 No
      Strict Construction. The
      language of this Agreement shall be construed as a whole, according to its
      fair
      meaning and intendment, and not strictly for or against either party hereto,
      regardless of who drafted or was principally responsible for drafting the
      Agreement or terms or conditions hereof.

    


    Section
      7.19 Execution
      Knowing and Voluntary.
      In
      executing this Agreement, the parties severally acknowledge and represent that
      each: (a) has fully and carefully read and considered this Agreement; (b) has
      been or has had the opportunity to be fully apprized by its attorneys of the
      legal effect and meaning of this document and all terms and conditions hereof;
      (c) is executing this Agreement voluntarily, free from any influence, coercion
      or duress of any kind.

    


    Section
      7.20 Amendment. At
      any
      time after the Closing Date, this Agreement may be amended by a writing signed
      by both parties, with respect to any of the terms contained herein, and any
      term
      or condition of this Agreement may be waived or the time for performance hereof
      may be extended by a writing signed by the party or parties for whose benefit
      the provision is intended.

    


    


    


    


    


    [Remainder
      of Page Intentionally Blank]

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed by their respective
      duly authorized officers or representatives and entered into as of the date
      first above written.

     

    
      	
              ATTEST:

            	 	
              EDULINK,
                INC.

            
	 	 	 
	  
	 	
              By:

            	
              /s/
                Michael
                Rosenfeld

            
	 	 	
              Name:

            	
              Michael
                Rosenfeld

            
	 	 	
              Title:

            	
              CEO

            


    

    


    
      	
              ATTEST:

            	 	
              MEGA
                MEDIA GROUP, INC.

            
	 	 	 
	  
	 	
              By:

            	
              /s/
                Aleksandr
                Shvarts

            
	 	 	
              Name:

            	
              Aleksandr
                Shvarts

            
	 	 	
              Title:

            	
              CEO

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
       

    

    SCHEDULE
      1.2

    


    Rescigno
      Certificate for 735,000,000 shares of common stock

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.5

    


    Judgment
      ordering the issuance of 735,000,000 shares of common stock to
      Rescigno 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    Schedule
      3.2

    


    Mega
      Media Shareholders

    


    


    
      	
              Aleksandr
                Shvarts

            
	
              Alex
                Puzaitzer

            
	
              Andre
                Anekeyev

            
	
              Andrew
                Furhman

            
	
              Andy
                Tavel

            
	
              Anna
                Perkerman

            
	
              Annette
                Sharvit

            
	
              Boris
                Motovich

            
	
              Boris
                Tantsky

            
	
              Danny
                Vinokur

            
	
              David
                Kokakis

            
	
              Dr.
                Lev Paukman

            
	
              Elan
                Kaufman

            
	
              Eric
                Schwartz

            
	
              Fd
                Import

            
	
              Galina
                Goldberg

            
	
              Gennady
                Pomeranets

            
	
              Kirill
                Zadov

            
	
              Marina
                Stronkin

            
	
              Matrix
                Alliance

            
	
              Michael
                Koblenz

            
	
              Michael
                Kaufman

            
	
              Michael
                Novakhov

            
	
              Mikhail
                Bouzoukashvilli

            
	
              Moshe
                Soloway 

            
	
              Nicole
                Caracappa

            
	
              Olena
                Ahafonova

            
	
              Ric
                Aliberti

            
	
              Richard
                Larson

            
	
              Julia
                Milne

            
	
              Viktor
                Lushin

            
	
              Vldimir
                Grjonko

            
	
              Yevgeny
                Morgovsky

            
	
              Yuri
                Pirags

            
	
              Yuriy
                Avezov

            


    

    


    
      
        
        

      

      
        19