Form 8-K NEWCOM INTERNATIONAL INC

Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001144204-03-007017 Act: 34 File No.: 000-30727 Film No.: 03995025
  • CIK: 0001058553
  • Submitted: 2003-11-12
  • Period of Report: 2003-10-28

8-K TXT

newcom8k.txt

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    October 28, 2003
                                                   -----------------------------


                            NEWCOM INTERNATIONAL, Inc
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Nevada                         0-30727                86-0907027
----------------------------     ------------------------     -------------
(State or other jurisdiction     (Commission File Number)     (IRS Employer
 of incorporation)                                          Identification No.)


         2102 business center drive, suite 130 irvine, california 92612
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:    (949) 717-0630
                                                   ------------------

--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         See Item 2.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         ACQUSITION OF PARASIDE PIZZA, INC.

         On  October  28,   2003,   NewCom   completed  a  share   purchase  and
reorganization with Paradise Pizza, Inc., a California corporation,  pursuant to
a securities purchase agreement and plan of reorganization. Paradise Pizza, Inc.
manages  various pizza  restaurants in Northern  California,  and it has entered
into an agreement  to purchase  these  restaurants.  As a result of the Paradise
Pizza reorganization, each outstanding share of Paradise Pizza was exchanged for
one (1) share of NewCom Series B preferred stock, and NewCom acquired all of the
outstanding  shares of Paradise  Pizza,  making  Paradise  Pizza a wholly  owned
subsidiary  of Newcom.  In total,  NewCom issued  19,633,332  shares of Series B
preferred   stock  to  the   Paradise   Pizza   shareholders   pursuant  to  the
reorganization, which currently constitutes 93% of the voting control of NewCom.
Chris Marshall,  our new President and Chief Executive Officer, is the holder of
16,933,332 shares of our Series B preferred stock.

         Each  share of Series B  preferred  stock is  convertible  into one (1)
share of NewCom common stock upon the filing of an amendment to NewCom's amended
and restated  articles of  incorporation  which increases the authorized  common
stock of NewCom to such number of shares of common stock which is  sufficient to
effect such conversion.  Until such conversion, the Series B preferred stock has
the same voting, dividend, and liquidation rights as the common stock.

         Under  the terms of the plan of  reorganization  and under the terms of
the Series B preferred stock,  NewCom is required to take all steps necessary to
amend the Articles of Incorporation to authorize such number of shares of common
stock  sufficient  to  effect  conversion  of  the  Series  B  preferred  stock.
Stockholders  holding a majority of the voting  power of the company  have taken
action by written  consent for the purpose of amending  our amended and restated
articles of  incorporation  to (i) increase the number of shares of common stock
that we are authorized to issue from 2,500,000 to  150,000,000,  and (ii) change
the name of the  company  to  "Skogan  Foods,  Inc."  We  anticipate  that  this
amendment  will become  effective on or about  December 1, 2003, at which point,
19,633,332  shares of NewCom's common stock will be issued to the holders of the
Series B preferred stock.

         At the completion of the  reorganization,  Walter  Grieves  resigned as
President  and Chief  Executive  Officer,  but  continues as Secretary  and as a
Director of NewCom.  Chris Marshall became President and Chief Executive Officer
of NewCom. Pursuant to the reorganization,  Mr. Marshall, Paul Pishos, and Gregg
Odell will be appointed to the Board of Directors,  and Mr.  Grieves will resign
as a Director, each to become effective on November 21, 2003.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.


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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not applicable.

ITEM 5.  OTHER EVENTS.

         Not applicable.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of businesses acquired.

                  The financial statements required by Item 310(c) of Regulation
S-B in connection with the acquisition of Paradise Pizza described above will be
provided by an amendment to this report filed within 60 days of the date hereof.

         (b)      Pro forma financial information.

                  The pro forma financial information required by Item 310(d) of
Regulation S-B with the  acquisition of Paradise Pizza  described  above will be
provided by an amendment to this report filed within 60 days of the date hereof.

         (c)      Exhibits.

                  2.1 Securities  Purchase  Agreement and Plan of Reorganization
entered into effective as of October 28, 2003 by and among NewCom International,
Inc.,  Paradise Pizza, Inc., a California  corporation,  and the stockholders of
Paradise Pizza, Inc.

ITEM 8.  CHANGE IN FISCAL YEAR.

         Not applicable.


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ITEM 9.  REGULATION FD DISCLOSURE.

         Not applicable.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                           NEWCOM INTERNATIONAL, INC.

                                                     (Registrant)

Date:  October 28, 2003                     By:/s/ Chris Marshall
                                               ---------------------------------
                                               Chris Marshall, President and
                                               Chief Executive Officer


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EX-2.1 TXT

ex-2_1.txt

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                          SECURITIES PURCHASE AGREEMENT

                           AND PLAN OF REORGANIZATION

         THIS  SECURITIES  PURCHASE  AGREEMENT AND PLAN OF  REORGANIZATION  (the
"Agreement")  is entered  into  effective  as of October  28,  2003 by and among
NewCom International, Inc. a Nevada corporation (the "Company"), Paradise Pizza,
Inc., a California  corporation  (the "Target"),  and the stockholders of Target
(the "Selling Stockholders") listed on Exhibit A attached hereto.

                                 R E C I T A L S

         A. The Company has  authorized  capital  stock  consisting of 2,500,000
shares of common stock  ("Common  Stock"),  $0.001 par value,  of which  387,500
shares are issued and outstanding, 2,000,000 shares of Series A Preferred Stock,
$0.001 par value  ("Series A  Preferred  Stock") of which  2,000,000  shares are
issued and outstanding,  19,633,332  shares of Series B Preferred Stock,  $0.001
par  value,  ("Series  B  Preferred  Stock"),  of  which  none  are  issued  and
outstanding,  and 3,366,668 shares of undesignated  preferred stock,  $0.001 par
value, of which none are issued and outstanding.

         B. Target has authorized  capital stock consisting of 50,000,000 shares
of common stock, no par value, of which 19,633,332  shares (the "Target Shares")
are issued and outstanding and held by the Selling Stockholders.

         C. The Selling  Stockholders  wish to sell,  and the Company  wishes to
purchase,  all of the Target Shares on the Closing Date (as defined  below),  in
exchange for 19,633,332  shares of the Company's  Series B Preferred  Stock (the
"Company Shares"), subject to and upon the terms hereinafter set forth.

                                A G R E E M E N T

         It is agreed as follows:

         1.       SECURITIES PURCHASE AND REORGANIZATION

                  1.1 Agreement to Exchange Securities. Subject to the terms and
upon the conditions set forth herein,  each Selling  Stockholder agrees to sell,
assign,  transfer and deliver to the Company, and the Company agrees to purchase
from each Selling Stockholder, the Target Shares owned by the respective Selling
Stockholder  as set forth on  Exhibit A attached  hereto,  in  exchange  for the
transfer,  at the Closing, by the Company to each Selling Stockholder a pro rata
share of the Company Shares, as determined according to Section 1.1(a) below.

                           (a)  Determination  of  Pro  Rata  Share  of  Company
Shares.  Each Selling  Stockholder  is entitled to receive one (1) Company Share
for each  Target  Share owned by the  Selling  Stockholder  owned by the Selling
Stockholder  at the  Closing.  The number of Company  Shares  which each Selling
Stockholder is entitled to receive as determined hereunder is set forth opposite
each Selling Stockholder's name on Exhibit A.

                  1.2. Instruments of Transfer.

                           (a) Target  Shares.  Each Selling  Stockholder  shall
deliver to the Company original certificates  evidencing the Target Shares along
with executed stock powers,  in form and substance  satisfactory to the Company,
for  purposes  of  assigning  and  transferring  all of their  right,  title and
interest in and to the Target Shares.  From time to time after the Closing Date,
and without further  consideration,  the Selling  Stockholders  will execute and
deliver such other  instruments  of transfer and take such other  actions as the
Company  may  reasonably  request in order to  facilitate  the  transfer  to the
Company of the securities intended to be transferred hereunder.


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                           (b) The Company Shares.  The Company shall deliver to
the Selling  Stockholders on the Closing Date original  certificates  evidencing
the  Company  Shares,  in  form  and  substance   satisfactory  to  the  Selling
Stockholders,  in order to  effectively  vest in the  Selling  Stockholders  all
right, title and interest in and to the Company Shares.  From time to time after
the Closing Date, and without  further  consideration,  the Company will execute
and deliver such other  instruments  and take such other  actions as the Selling
Stockholders may reasonably  request in order to facilitate the issuance to them
of the Company Shares.

                  1.3 Closing.  The closing  ("Closing")  of the exchange of the
Target Shares and the Company Shares shall take place at the offices of Spectrum
Law Group, LLP, 1900 Main Street,  Suite 125, Irvine, CA 92614 concurrently with
the  execution of this  Agreement.  The date on which the Closing takes place is
referred to herein as the "Closing  Date." The Closing  shall be effective as of
the execution of this Agreement.

                  1.4 Tax  Free  Reorganization.  The  parties  intend  that the
transaction  under this  Agreement  qualify as a tax free  reorganization  under
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

         2.   REPRESENTATIONS,   WARRANTIES   AND   COVENANTS   OF  THE  SELLING
STOCKHOLDERS.  Each  Selling  Stockholder  severally  represents,  warrants  and
covenants to and with the Company with respect to himself, as follows:

                  2.1.  Title to Shares.  Each Selling  Stockholder  is the sole
record  and  beneficial  owner  of  the  Target  Shares  held  by  such  Selling
Stockholder,  free and clear of all liens, encumbrances,  equities,  assessments
and claims, and that there are no warrants,  options,  subscriptions,  calls, or
other  similar  rights of any kind for the  issuance  or  purchase of any of the
Target  Shares  or  other   securities  of  the  Target  held  by  such  Selling
Stockholder.  Upon delivery of the Target Shares by each Selling Stockholder and
payment of the Company Shares in full by the Company pursuant to this Agreement,
each Selling  Stockholder  will transfer to the Company valid legal title to the
Target  Shares  held  by  such  Selling  Stockholder,  free  and  clear  of  all
restrictions, liens, encumbrances,  equities, assessments and claims (other than
any restrictions,  liens, encumbrances,  equities,  assessments or claims as may
arise from or as a result of (i) restrictions under applicable Federal and state
securities laws, and (ii) any act or omission of the Company).


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                  2.2.  Authority  Relative  to  this  Agreement.  Each  Selling
Stockholder has all requisite  individual or corporate  power and authority,  as
the  case  may be,  to enter  into  and to  carry  out all of the  terms of this
Agreement and all other documents executed and delivered in connection  herewith
(collectively, the "Documents"). All individual or corporate action, as the case
may be, on the part of each Selling Stockholder necessary for the authorization,
execution, delivery and performance of the Documents by such Selling Stockholder
has  been  taken  and no  further  authorization  on the  part of  such  Selling
Stockholder  is required to  consummate  the  transactions  provided  for in the
Documents.  When  executed  and  delivered  by  each  Selling  Stockholder,  the
Documents  shall  constitute  the valid and legally  binding  obligation of such
Selling  Stockholder,  enforceable in accordance  with their  respective  terms,
except as  limited  by  applicable  bankruptcy,  insolvency  reorganization  and
moratorium  laws and other  laws  affecting  enforcement  of  creditor's  rights
generally and by general principles of equity.

                  2.3. Securities Matters.

                           (a) Each Selling Stockholder understands that (i) the
Company Shares have not been registered or qualified under the Securities Act of
1933, as amended (the  "Securities  Act") or any state  securities or "blue sky"
laws,  on the  ground  that  the sale  provided  for in this  Agreement  and the
issuance  of  the  securities   hereunder  is  exempt  from   registration   and
qualification  under  Sections 4(2) and 18 of the  Securities  Act, and (ii) the
Company's  reliance  on  such  exemptions  is  predicated  on the  each  Selling
Stockholder's representations set forth herein.

                           (b) Each  Selling  Stockholder  acknowledges  that an
investment  in the Company  involves an extremely  high degree of risk,  lack of
liquidity and substantial  restrictions on transferability and that such Selling
Stockholder may lose his, her or its entire investment in the Company Shares.

                           (c) The Company has made  available  to each  Selling
Stockholder or the advisors of any such Selling  Stockholder  the opportunity to
obtain  information  to evaluate the merits and risks of the  investment  in the
Company  Shares,  and each Selling  Stockholder  has  received  all  information
requested from the Company.  Each Selling  Stockholder has had an opportunity to
ask  questions  and receive  answers  from the Company  regarding  the terms and
conditions of the offering of the Company  Shares and the business,  properties,
plans,  prospects,  and  financial  condition  of  the  Company  and  to  obtain
additional  information as such Selling  Stockholder has deemed  appropriate for
purposes of investing in the Company Shares pursuant to this Agreement.

                           (d) Each Selling  Stockholder,  personally or through
advisors,  has  expertise  in  evaluating  and  investing  in private  placement
transactions of securities of companies in a similar stage of development to the
Company and has  sufficient  knowledge and  experience in financial and business
matters to assess the relative merits and risks of an investment in the Company.
In connection with the purchase of the Company Shares,  each Selling Stockholder
has  relied  solely  upon  independent   investigations  made  by  such  Selling
Stockholder  and  has  consulted  such  Selling   Stockholder's  own  investment
advisors,  counsel and accountants.  Each Selling Stockholder has adequate means
of  providing  for current  needs and  personal


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contingencies, has no need for liquidity, and can sustain a complete loss of the
investment in the Company Shares.

                           (e) The Company  Shares which the Company is to issue
hereunder  will be acquired for each  Selling  Stockholder's  own  account,  for
investment  purposes,  not as a nominee or agent,  and not with a view to or for
sale in connection  with any  distribution of the Company Shares in violation of
applicable securities laws.

                           (f)  Each  Selling  Stockholder  understands  that no
federal or state  agency has passed upon the Company  Shares or made any finding
or determination as to the fairness of the investment in the Company Shares.

                           (g)  Each  Selling   Stockholder  is  an  "Accredited
Investor"  as defined  in Rule  501(a) of  Regulation  D  promulgated  under the
Securities Act. Each Selling  Stockholder  acknowledges  that the Company Shares
may  be  purchased  only  by  persons  who  come  within  the  definition  of an
"Accredited  Investor"  as that term is defined in Rule 501(a) of  Regulation  D
promulgated under the Securities Act.

                           (h) No Selling  Stockholder  has received any general
solicitation or general  advertising  concerning the Company Shares,  nor is any
Selling Stockholder aware of any such solicitation or advertising.

                           (i) Each  Selling  Stockholder  understands  that the
Company Shares will be  characterized  as "restricted"  securities under federal
securities  laws  inasmuch  as they are  being  acquired  in a  transaction  not
involving a public offering and that under such laws and applicable  regulations
such securities may be resold without registration under the Securities Act only
in certain  limited  circumstances.  Each Selling  Stockholder  agrees that such
Selling  Stockholder  will not sell all or any  portion  of the  Company  Shares
except  pursuant  to  registration  under the  Securities  Act or pursuant to an
available  exemption from  registration  under the Securities  Act. Each Selling
Stockholder understands and acknowledges that all certificates  representing the
Company Shares shall bear the following legend or a legend of similar import and
that the  Company  shall  refuse  to  transfer  the  Company  Shares  except  in
accordance with such restrictions:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  OR UNDER  CERTAIN STATE  SECURITIES  LAWS. NO SALE OR
                  TRANSFER OF THESE  SHARES MAY BE MADE IN THE ABSENCE OF (1) AN
                  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR (2) AN
                  OPINION OF COUNSEL  THAT  REGISTRATION  UNDER THE ACT OR UNDER
                  APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
                  WITH SUCH PROPOSED SALE OR TRANSFER."


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                  2.4. Full Disclosure. No representations or warranties made by
any Selling  Stockholder in this Agreement,  in any of the exhibits or schedules
attached to this Agreement, or in the schedules attached hereto, or in any other
statements  furnished or to be furnished by the such Selling  Stockholder to the
Company  pursuant to this Agreement  contains any untrue statement of a material
fact or omits to state a material fact necessary to make any statement contained
herein  or  therein  not  misleading.  Copies  of all  documents  heretofore  or
hereafter  delivered or made available to the Company by any Selling Stockholder
pursuant hereto were or will be complete and accurate records of such documents.

         3.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF THE TARGET AND THE
SELLING  STOCKHOLDERS.  The  Target and each  Selling  Stockholder  jointly  and
severally  represents,   warrants  and  covenants  to  the  Company  as  follows
(exceptions to the following  representations  and warranties shall be set forth
on  Schedules  3.1  through  3.22,  which  collectively  are  referred to as the
"Disclosure Schedule"):

                  3.1. Authority Relative to this Agreement.  The Target has all
requisite  corporate  power and  authority to enter into and to carry out all of
the terms of this  Agreement and all other  documents  executed and delivered in
connection herewith (collectively, the "Documents"). All corporate action on the
part of the Target  necessary  for the  authorization,  execution,  delivery and
performance  of the  Documents  by the  Target  has been  taken  and no  further
authorization  on  the  part  of  the  Target  is  required  to  consummate  the
transactions  provided for in the Documents.  When executed and delivered by the
Target,  the Documents shall constitute the valid and legally binding obligation
of the Target,  enforceable in accordance with their respective terms, except as
limited by applicable bankruptcy,  insolvency reorganization and moratorium laws
and other laws  affecting  enforcement  of  creditor's  rights  generally and by
general principles of equity.

                  3.2.  Capitalization  of the Target.  The  authorized  capital
stock of the Target consists of 50,000,000  shares of common stock, no par value
(the  "Target  Common  Stock"),  of  which  19,633,332  shares  are  issued  and
outstanding.  All issued and outstanding  shares of Target Common Stock are duly
authorized, validly issued, fully paid and nonassessable, and are held of record
by the Selling Stockholders. There are no outstanding options, warrants, rights,
subscriptions,  calls,  contracts  or other  agreements  to issue,  purchase  or
acquire,  or  securities  convertible  into,  shares of  capital  stock or other
securities of any kind  representing  an ownership  interest in the Target other
than those set forth on Schedule 3.2, and no Selling  Stockholder  is a party to
any proxy,  voting trust or other  agreements  with respect to the voting of the
Target Common Stock.

                  3.3.  Subsidiaries.  Set forth on  Schedule  3.3 is a complete
listing of any stock or equity interests,  direct or indirect,  of the Target in
any other firm, corporation, association or business organization (each of which
is referred to herein  individually  as a "Subsidiary"  and  collectively as the
"Subsidiaries").  The Target is the sole  record  owner of all of the issued and
outstanding capital stock of any such Subsidiaries, free and clear of all liens,
encumbrances,   equities,   assessments  and  claims.  All  of  the  issued  and
outstanding shares of capital stock of each such Subsidiary are duly authorized,
validly issued, fully paid and nonassessable.  There are no outstanding options,
warrants,  rights,  subscriptions,  calls,  contracts  or  other  agreements  to
purchase or acquire, or securities  convertible into, shares of capital stock or


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other  securities  of any kind  representing  an ownership  interest in any such
Subsidiaries,  and neither the Target nor any Selling  Stockholder is a party to
any proxy,  voting trust or other  agreements  with respect to the voting of the
capital stock of any such Subsidiaries.

                  3.4.  Organization  and  Standing.  The Target and each of the
Subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of its state or  jurisdiction  of  incorporation  and is
duly qualified or registered to do business as a foreign  corporation  and is in
good  standing  in each  jurisdiction  in which the  character  of the  business
conducted  by it or the location of the  properties  owned or leased by it makes
such qualification necessary and where the failure to be so qualified would have
a material adverse effect on the Target and the Subsidiaries,  taken as a whole.
The  Target  and each of the  Subsidiaries  has the  full  corporate  power  and
authority  to own or  lease  and  operate  its  properties  and to  carry on its
business as now being conducted.

                  3.5. No Default or Legal Restrictions.  Neither the Target nor
any of the Subsidiaries is in violation of its articles of incorporation, bylaws
or other governing documents.  Neither the Target nor any of the Subsidiaries is
in  default  under,  or in breach of any term or  provision  of,  any  contract,
agreement,  lease,  license,  commitment,   mortgage,   indenture,  bond,  note,
instrument  or other  obligation  set forth on Schedule 3.22 (each a "Contract")
where such default or breach would have a material  adverse effect on the Target
and the  Subsidiaries,  taken as a whole.  The  execution  and  delivery of this
Agreement by the Target and the Selling Stockholders and the consummation of the
transactions  contemplated  hereby do not and will not violate  the  articles of
incorporation,  bylaws or other governing  documents of the Target or any of the
Subsidiaries,  and, except where any such conflict, breach, default or violation
would not have a material  adverse  effect on the  Target and the  Subsidiaries,
taken as a whole, the execution and delivery of this Agreement by the Target and
the Selling  Stockholders and the consummation of the transactions  contemplated
hereby do not and will not (a)  conflict  with or  result  in any  breach of (or
create in any party the right to  accelerate,  terminate,  modify or cancel) any
terms,  conditions or provisions of, or constitute a default  under,  or require
the  consent  of any  party  to,  or  result  in the  imposition  of any lien or
encumbrance  upon any asset or property of the Target or any of the Subsidiaries
pursuant to the terms and conditions of, any Contract to which the Target or any
Selling Stockholder or any of the Subsidiaries is now a party or by which any of
them or any of their  respective  properties,  assets or rights  may be bound or
affected,  (b) violate  any  provision  of any law,  rule or  regulation  of any
administrative  agency or governmental body, or any order,  writ,  injunction or
decree of any court,  administrative agency, governmental body or arbitrator, or
(c) require any filing with, or license,  permit,  consent or other governmental
approval  of, any  federal,  state or local  governmental  body or  governmental
agency (including,  without limitation,  the Securities and Exchange Commission,
other than the filing of a From D and similar state securities laws filings.)

                  3.6.  Compliance  with Law.  Neither the Target nor any of the
Subsidiaries  is in  violation  of any  federal,  state,  local or foreign  law,
ordinance,  regulation,  judgment,  decree,  injunction or order of any court or
other governmental entity. The Target and the Subsidiaries have procured and are
currently  in  possession  of  all  licenses,  permits  and  other  governmental
authorizations required by federal, state or local laws for the operation of the
business of the Target and the  Subsidiaries  in each  jurisdiction in which the
Target or any of the Subsidiaries is currently  conducting  business,  where the
failure  to possess  such  licenses,  permits  and


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<PAGE>


authorizations  would  have a  material  adverse  effect on the  Target  and the
Subsidiaries,  taken as a whole,  and  there is no basis for  revoking  any such
license,  permit  or other  authorization.  Except  as  otherwise  disclosed  on
Schedule  3.6,  such licenses are in full force and effect and there is no basis
for any fines, penalties, or revocation of such licenses.

                  3.7. Financial Statements.

                           (a) The Target is currently having an accounting firm
authorized to practice before the Securities and Exchange  Commission conduct an
audit of the balance  sheet of the Target,  including  its  Subsidiaries,  as of
September  30,  2003 and the related  statements  of  operations,  shareholders'
equity and cash flows for the period from inception  through  September 30, 2003
(the "Target Audited Financial  Statements"),  and such audit shall be completed
in  sufficient  time to have the Target  Financial  Statements to be filed as an
exhibit to the amendment of the Current  Report on Form 8-K described in Section
6.4 hereof.  The Target Audited Financial  Statements will be true and accurate,
in accordance with the books and records of Target. Except as disclosed therein,
the Target  Financial  Statements  (i) will be in accordance  with the books and
records of the Target and will be prepared in conformity with generally accepted
accounting  principles ("GAAP")  consistently  applied for all periods, and (ii)
will fairly  present the financial  position of the Target as of the  respective
dates  thereof,  and the results of  operations,  and  changes in  shareholders'
equity and changes in cash flow for the periods  then ended,  all in  accordance
with GAAP consistently applied for all periods.

                           (b)  Except  as set  forth  on the  Target  Financial
Statements,  the Target has no debt,  liability  or  obligations  of any nature,
whether accrued,  absolute,  contingent, or otherwise,  whether due or to become
due and whether or not the amount hereof is readily ascertainable, that will not
be  reflected as a liability in the Target  Financial  Statements  or except for
liabilities  incurred  by  the  Target  in  the  ordinary  course  of  business,
consistent  with past  practices  which are not otherwise  prohibited  by, or in
violation  of, or which will not  result in a breach  of,  the  representations,
warranties,  and covenants of the Target contained in this Agreement. There will
be no  material  loss  contingencies  (as  such  term is used  in  Statement  of
Financial  Accounting  Standards  No. 5 ("FAS No.  5")  issued by the  Financial
Accounting  Standards  Board (the "FASB") which will not be adequately  provided
for in the Target Financial Statements as required by FAS No. 5.

                  3.8. Absence of Undisclosed  Liabilities.  The Target does not
have any  material  liabilities,  obligations  or claims of any kind  whatsoever
which  are  required  to be  set  forth  in  financial  statements  prepared  in
accordance with GAAP, whether secured or unsecured,  accrued or unaccrued, fixed
or contingent, matured or unmatured, direct or indirect, contingent or otherwise
and  whether  due  or to  become  due  (referred  to  herein  individually  as a
"Liability" and collectively as "Liabilities"),  other than (a) Liabilities that
are reserved for or disclosed in the Latest Reviewed Financial  Statements,  (b)
Liabilities that are set forth on Schedule 3.8, (c) Liabilities  incurred by the
Target in the ordinary course of business after the date of the Latest Financial
Statements  (none of which  results from,  arises out of,  relates to, is in the
nature of, or was caused by any breach of contract,  breach of  warranty,  tort,
infringement or violation of law), or (d) Liabilities for Contracts  (other than
any express  executory  obligations that might arise due to any default or other
failure of performance by the Target prior to the Closing Date).


                                       7
<PAGE>

                  3.9. Absence of Material  Adverse  Changes.  Since the date of
the Latest Reviewed  Financial  Statements,  there has not been any (a) material
adverse change in the business, operations,  properties, condition (financial or
otherwise) of the Target and the Subsidiaries,  (b) damage, destruction or loss,
whether  covered by insurance or not,  materially  and  adversely  affecting the
business, properties or condition (financial or otherwise) of the Target and the
Subsidiaries,  taken as a  whole,  or (c)  change  by the  Target  or any of the
Subsidiaries in accounting  methods or principles  used for financial  reporting
purposes,  except as  required  by a change  in  generally  accepted  accounting
principles  and  concurred  with by the Target's  independent  certified  public
accountants.

                  3.10. Real Property.

                           (a)  Schedule  3.10  contains  a  list  of  all  real
property  owned by or leased to the Target or any of the  Subsidiaries.  Neither
the Target nor any Selling  Stockholder has received any notification that there
is any violation of any law,  ordinance or regulation  with respect to such real
property  that would  result in a material  fine or penalty or the  abatement of
which would require a material capital expenditure.

                           (b) The Target or the applicable  Subsidiary has good
and marketable title to all real property indicated on Schedule 3.10 as owned by
the Company or any of the Subsidiaries, subject to (i) easements, servitudes and
rights-of-way  of record or in actual or apparent  use,  (ii) any state of facts
that a visual inspection might reveal, (iii) rights of the public in any portion
of the premises that may fall in any public  street,  way or alley,  (iv) zoning
laws,  building laws and building  restrictions of record, (v) liens for current
taxes not yet due and payable or being  contested  in good faith by  appropriate
proceedings,  (vi)  liens  imposed by law  incurred  in the  ordinary  course of
business  for  obligations  not yet  due to  carriers,  warehousemen,  laborers,
materialmen  and the like,  (vii)  liens or  imperfections  of title that do not
materially  detract  or  interfere  with the  present  use or value of such real
property, and (viii) mortgages, liens, encumbrances,  claims or restrictions, if
any, that do not  materially  detract from or interfere  with the present use or
value of such real property.

                           (c) There are no pending or  threatened  condemnation
proceedings  relating to any real  property  owned by or leased to the Target or
any of the Subsidiaries,  or other matters affecting materially or adversely the
current use, occupancy, or value of any such real property.

                           (d)  There  are  no  leases,   subleases,   licenses,
material concessions, or other material agreements,  written or oral granting to
any party or parties  the right of use or  occupancy  of any portion of any real
property owned by the Target or any of the Subsidiaries.

                           (e) There  are no  outstanding  options  or rights of
first refusal to purchase any of the real property owned by the Target or any of
the Subsidiaries, or any portion thereof or interest therein.

                           (f) The leases  relating to the real property  leased
by the Target or any of the  Subsidiaries  are valid and in full force and there
does  not  exist  any  default  thereunder  that  materially  detracts  from  or
interferes with the present use or value of such real property.


                                       8
<PAGE>

                  3.11. Tangible Personal Property.

                           (a) The Target and each of the  Subsidiaries has good
and marketable title to all tangible  personal property it purports to own as of
the date of the  Latest  Reviewed  Financial  Statements  (except  for  personal
property  sold or  otherwise  disposed of since the date of the Latest  Reviewed
Financial Statements in the ordinary course of business),  free and clear of all
mortgages, liens, encumbrances,  claims or restrictions other than (i) liens for
current  taxes  not due  and  payable  or  being  contested  in  good  faith  by
appropriate proceedings,  (ii) liens imposed by law and incurred in the ordinary
course  of  business  for  obligations  not yet due to  carriers,  warehousemen,
laborers,  materialmen and the like, and (iii) mortgages,  liens,  encumbrances,
claims or restrictions, if any, that do not materially detract from or interfere
with the present use or value of such personal property.

                           (b) All leases  relating  to  personal  property  are
valid and in full force and there does not exist any  default  thereunder  where
such default would materially  detract from or interfere with the present use or
value of such personal property.

                  3.12.  Intellectual Property Rights.  Schedule 3.12 contains a
list of all patents,  trademarks,  trade names,  corporate names, service marks,
computer  software,  customer  lists,  processes,  know-how  and  trade  secrets
(collectively, the "Intellectual Property") used in or necessary for the conduct
of the business of the Target or any of the Subsidiaries as currently conducted.
The Target and each of the Subsidiaries  owns, or is licensed to use, all of the
Intellectual  Property.  No claim has been  asserted or threatened by any person
with  respect  to the  use of  such  Intellectual  Property  or  challenging  or
questioning the validity or  effectiveness of any such license or agreement with
respect thereto, and the use of such Intellectual Property by the Target and the
Subsidiaries do not infringe on the rights of any other person.

                  3.13. Taxes.

                           (a) The  Target and the  Subsidiaries  have filed all
material  returns,  declarations,  reports,  claims for refund,  or  information
returns or statements relating to any Federal,  State, local, or foreign income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation,  premium,  windfall profits,  environmental,  custom duties, capital
stock,   franchise,   profits,   withholding,   social  security  (or  similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer,  registration,  value added, alternative or add-on minimum, estimated,
or other tax of any kind whatsoever, including any interest, penalty or addition
thereto  whether  disputed  or not  (individually,  a "Tax"  and,  collectively,
"Taxes"),  and further  including  any schedule or attachment  thereto,  and any
amendment  thereof,  that the Target and the Subsidiaries  were required to file
under any Federal,  State, local, or foreign laws (individually,  a "Tax Return"
and,  collectively,  "Tax  Returns").  All such Tax  Returns  were  correct  and
complete  in all  material  respects.  All  Taxes  owed  by the  Target  and the
Subsidiaries  have  been  paid  when due or  adequate  provision  has been  made
therefore  in  the  applicable  financial  statements.  There  are  no  security
interests or liens on any of the assets or the stock or other  securities of the
Target or the Subsidiaries that arose in connection with any failure (or alleged
failure) to pay any Tax.

                                       9
<PAGE>

                           (b) The Target and the Subsidiaries have withheld and
paid all Taxes required by law to have been withheld and paid in connection with
amounts  paid  or  owing  to  any  employee,   commissioned   agent,   creditor,
stockholder, or other third party.

                           (c) There is no dispute or claim  concerning  any Tax
liability of, or  attributable  to, the Target or the  Subsidiaries  (including,
without  limitation,  any dispute or claim with respect to any  jurisdiction  in
which the Target or  Subsidiaries  do not currently file Tax Returns) either (i)
claimed or raised by any  authority in writing,  or (ii) as to which the Target,
the Subsidiaries or any Selling Stockholder has knowledge.

                           (d)  Neither  the Target nor any of the  Subsidiaries
have waived or extended any statute of  limitations in respect of any assessment
or collection of Taxes or any alleged, proposed or actual deficiency in Taxes or
agreed to any extension of time with respect to the filing of any Tax Return.

                           (e)  Neither  the Target nor any of the  Subsidiaries
have filed a consent  under  Section  341(f) of the  Internal  Revenue Code (the
"Code").

                           (f)  Neither  the Target nor any of the  Subsidiaries
have made any payments, or is obligated to make payments,  and is not a party to
any agreement  that under certain  circumstances  could  obligate it to make any
payments that will not be deductible under Section 280G of the Code.

                           (g)  Neither  the Target nor any of the  Subsidiaries
have any  liability  for the Taxes of any person or entity other than the Target
and the Subsidiaries (i) under Section 1.1502-6 of the Treasury  Regulations (or
any similar  provision of State,  local or foreign law), (ii) as a transferee or
successor, (iii) by contract, or (iv) otherwise.

                  3.14.  Litigation.  Other than as set forth on Schedule  3.14,
there is no legal, administrative,  arbitration or other proceeding, suit, claim
or action of any nature or investigation, review or audit of any kind pending or
threatened  against or involving the Target or any of the  Subsidiaries or their
assets or properties.

                  3.15. Employee Benefit Plans.

                           (a) The Target and the Subsidiaries  have complied in
all material  respects with all  applicable  laws relating to the  employment of
labor,  including,  without limitation,  the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and those relating to wage, hours, collective
bargaining,  unemployment  insurance,  workers'  compensation,  equal employment
opportunity and the payment of withholding  taxes,  including  income and social
security taxes, and has withheld (and paid over to the appropriate  authorities)
all amounts  required by law or  agreement to be held from the wages or salaries
of its employees.

                           (b) With  respect to each  employee  welfare  benefit
plan of the Target or any of the  Subsidiaries,  as  defined in Section  3(1) of
ERISA (a "Welfare Plan"),  and any deferred benefit plan of the Target or any of
the Subsidiaries,  as defined in Section 3(2) of ERISA (a "Pension Plan"), there
are no  actions,  suits or  investigations  or claim  pending  or to the


                                       10
<PAGE>

best of Seller's knowledge, threatened with respect to the assets thereof, other
than routine claims for benefits.

                           (c)  Neither  the Target nor any of the  Subsidiaries
has made  contributions  to or currently has any obligation to contribute to (or
any other  liability,  including  any potential  liability)  with respect to any
Welfare or Pension  Plan under which any  employee was or may be entitled to any
benefit  that is a  "Multiemployer  Plan" as defined in Section 4001 of ERISA or
any  "Multiemployer  Plan"  within the  meaning of  Section  3(37) of ERISA.  In
addition,  there are no outstanding or authorized  stock  appreciation,  phantom
stock, profit  participation or similar rights with respect to the Target or any
of the Subsidiaries.

                  3.16. Environmental and Safety Laws.

                           (a) The Target  and the  Subsidiaries  have  complied
with all Environmental Requirements (as defined below) and all health and safety
laws,  and  no  action,  suit,  proceeding,  hearing,   investigation,   charge,
complaint,  claim,  demand or notice has been  filed or  commenced  against  the
Target and the  Subsidiaries  alleging any failure to so comply,  except in each
case where the failure to comply would not have a material adverse effect on the
Target and the  Subsidiaries,  taken as a whole. The Target and the Subsidiaries
have obtained and been in compliance with all of the terms and conditions of all
permits,  licenses and other  authorizations  that are required  under,  and has
complied  with  all  other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations,  schedules  and  timetables  that are
contained in, all Environmental  Requirements and health and safety laws, except
in each case  where the  failure  to comply  would not have a  material  adverse
effect on the Target and the Subsidiaries, taken as a whole.

                           (b) The Target and the Subsidiaries have no liability
for, and have not handled or disposed of, any  Hazardous  Substance  (as defined
below),  arranged  for the  disposal  of any  Hazardous  Substance,  exposed any
employee or other  individual to any Hazardous  Substance,  or owned or operated
any property or facility in any manner that could form the basis for any present
or future action, suit, proceeding, hearing,  investigation,  charge, complaint,
claim or demand  against  the Target  and the  Subsidiaries  giving  rise to any
liability  for  damage  to any  site,  location  or body of  water  (surface  or
subsurface),  for any  illness of or  personal  injury to any  employee or other
individual,  or for any reason under any Environmental Requirement or health and
safety law,  except where any such liability  would not have a material  adverse
effect on the Company and the Subsidiaries, taken as a whole.

                           (c) None of the following exists at any real property
or facility owned or operated by the Target or the Subsidiaries: (i) underground
storage  tanks,  (ii)  asbestos-containing  materials in any form or  condition,
(iii)  materials  or equipment  containing  polychlorinated  biphenyls,  or (iv)
landfills, surface impoundments or disposal areas.

                           (d) "Environmental Requirements" means all applicable
statutes,  regulations,  rules,  ordinances,  codes, licenses,  permits, orders,
approvals, plans, authorizations,  concessions, franchises and similar items, or
all  governmental  agencies,  departments,   commissions,   boards,  bureaus  or
instrumentalities of the United States, states or political subdivisions thereof
and all applicable judicial,  administrative and regulatory decrees,


                                       11
<PAGE>


judgments,  and orders that are adopted and in effect as of the Closing and that
relate to the protection of human health or the environment,  including, without
limitation,  all requirements  pertaining to reporting,  licensing,  permitting,
investigation and remediation of emissions,  discharges,  releases or threatened
releases of Hazardous Substances, chemical substances, pollutants,  contaminants
or hazardous or toxic substances,  materials or wastes whether solid,  liquid or
gaseous in nature, into the air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport  or handling  of chemical  substances,  materials  or wastes,  whether
solid, liquid or gaseous in nature.

                           (e) The term  "Hazardous  Substances"  shall  include
without  limitation:  (i) those  substances  included  within the  definition of
"Hazardous  Substances,"  "Hazardous  Materials,"  "Toxic  Substances" or "Solid
Waste" in CERCLA (42 U.S.C.  sections  9601 et seq.),  RCRA (42 U.S.C.  sections
6901 et seq.), the Hazardous Materials Transportation Action (49 U.S.C. Sections
1801 et seq.) and the TSCA (15 U.S.C. sections 2601 et seq.) and the regulations
promulgated  thereunder;  (ii)  those  substances  listed in the  United  States
Department of  Transportation  Table of Hazardous  Materials (49 CFR 172.101 and
amendments thereto); and (iii) such other substances, materials and wastes that,
prior to or as of the  Closing,  are  classified  as  hazardous  or toxic  under
federal, state or local laws or regulations and that are regulated as such under
such laws.

                  3.17.  Accounts  Receivable.  All accounts receivable that are
reflected on the Latest Reviewed Financial  Statements or that have arisen since
the date of the Latest  Reviewed  Financial  Statements  (except  such  accounts
receivable  as  have  been  collected  since  the  Latest   Reviewed   Financial
Statements)  in  excess  of  reserves  for  doubtful   accounts  are  valid  and
enforceable  claims  and  arise out of bona fide  transactions  in the  ordinary
course of business in conformity with the applicable purchase orders, agreements
and specifications. Such accounts receivable are subject to no valid defenses or
offsets,  except such discounts as are  customarily  offered to customers in the
ordinary course of business and routine customer  complaints or warranty demands
that are not material in nature.

                  3.18.   Inventory.   All  inventory  of  the  Target  and  the
Subsidiaries,  whether reflected on the Latest Reviewed Financial  Statements or
otherwise, consists of a quality and quantity usable and salable in the ordinary
course  of  business.  The  value of all  items  of  obsolete  inventory  and of
inventory of below standard  quality has been written down to realizable  market
value,  and the value at which such  inventory is carried  reflects the Target's
normal inventory  valuation policy of stating its inventory at the lower of cost
or market value, in each case in accordance with generally  accepted  accounting
principles.

                  3.19.   Brokers  or  Finders.   The  Target  and  the  Selling
Stockholders  have engaged no broker,  agent,  finder or  investment  advisor in
connection with the transactions  contemplated by this Agreement, and no broker,
agent or finder is entitled to any brokerage or finder's fee or other commission
in respect of this Agreement or the transactions contemplated hereby.


                                       12
<PAGE>

                  3.20. Employees.

                           (a) No executive,  key employee or group of employees
has  any  plans  to  terminate   employment  with  the  Target  or  any  of  the
Subsidiaries.

                           (b) Neither the Target nor any of the Subsidiaries is
a party to or bound by any collective bargaining  agreement.  Neither the Target
nor any of the Subsidiaries have experienced any strikes, grievances,  claims of
unfair  labor  practices  or other  collective  bargaining  disputes  since  the
organization of the Target.

                           (c) Except as set forth on Schedule 3.20, neither the
Target  nor any of the  Subsidiaries  is a party to,  and/or  is bound  by,  any
employment contract with any of its employees.

                  3.21.  Insurance.  The Target and the Subsidiaries are insured
under, or are the owners and beneficiaries  under, as appropriate,  the policies
listed  in  Schedule  3.21,  copies of which  policies  of  insurance  have been
provided to the Company.

                  3.22. Contracts and Commitments; No Default.

                           (a) Except as set forth in Schedule 3.22, the Target:

                                    (i)  has  no  written   or  oral   contract,
commitment, agreement or arrangement with any person which (A) requires payments
individually in excess of Twenty Five Thousand Dollars ($25,000)  annually or in
excess of One  Hundred  Thousand  Dollars  ($100,000)  over its term  (including
without  limitation  periods  covered by any option to extend or renew by either
party) and (B) is not  terminable  on thirty (30) days' or less  notice  without
cost or other Liability;

                                    (ii) does not pay any person or entity  cash
remuneration  at  the  annual  rate  (including  without  limitation  guaranteed
bonuses) of more than Fifty Thousand ($50,000) for services rendered;

                                    (iii) is not  restricted  by agreement  from
carrying on its  businesses  or any part  thereof  anywhere in the world or from
competing in any line of business with any person or entity;

                                    (iv) is not  subject  to any  obligation  or
requirement  to provide funds to or make any  investment (in the form of a loan,
capital contribution or otherwise) in any person or entity;

                                    (v) is not party to any agreement, contract,
commitment or loan to which any of its directors,  officers or  shareholders  or
any Affiliate (or former Affiliate) thereof is a party;

                                    (vi) is not subject to any outstanding sales
or purchase  contracts,  commitments or proposals which is anticipated to result
in any loss upon completion or performance thereof;


                                       13
<PAGE>


                                    (vii) is not party to any  purchase  or sale
contract or agreement that calls for aggregate purchases or sales in excess over
the  course of such  contract  or  agreement  of One  Hundred  Thousand  Dollars
($100,000) or which continues for a period of more than twelve months (including
without  limitation  periods  covered by any option to renew or extend by either
party) which is not  terminable on sixty (60) days' or less notice  without cost
or other Liability at or any time after the Closing; and

                                    (viii)  has  no   distributorship,   dealer,
manufacturer's  representative,  franchise or similar sales contract relating to
the payment of a commission.

                           (b) True and complete  copies (or  summaries,  in the
case of oral items) of all items  disclosed  pursuant to this  Section 3.22 have
been made  available to the Company for review.  Except as set forth in Schedule
3.22,  all such items are valid and  enforceable  by and  against  the Target in
accordance with their respective  terms, the Target is not in breach,  violation
or  default,  however  defined,  in the  performance  of any of its  obligations
thereunder,  and no facts and circumstances exist which, whether with the giving
of due notice, lapse of time, or both, would constitute such a breach, violation
or default  thereunder or thereof;  and to the best knowledge of the Target,  no
other  parties  thereto are in breach,  violation or default,  however  defined,
thereunder or thereof,  and no facts or circumstances exist which,  whether with
the  giving of due  notice,  lapse of time,  or both,  would  constitute  such a
breach, violation or default thereunder or thereof.

                  3.23. Full Disclosure.  No  representations or warranties made
by the Target and the  Selling  Stockholders  in this  Agreement,  in any of the
exhibits or schedules  attached to this Agreement,  or in the schedules attached
hereto,  or in any other  statements  furnished or to be furnished by the Target
and the Selling  Stockholders to the Company pursuant to this Agreement contains
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary  to make any  statement  contained  herein or therein not  misleading.
Copies of all documents  heretofore or hereafter  delivered or made available to
the Company by the Target and the Selling  Stockholders  pursuant hereto were or
will be complete and accurate records of such documents.

         4.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF THE  COMPANY.  The
Company  represents,  warrants  and  covenants to Target and each of the Selling
Stockholders as follows.

                  4.1.  Organization  and  Good  Standing.   The  Company  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Nevada and has full corporate  power and authority to enter
into and perform its obligations under this Agreement.

                  4.2.  Capitalization.  The  authorized  capital  stock  of the
Company consists of 2,500,000 shares of Common Stock, $0.001 par value, of which
387,500  shares  are  issued  and  outstanding,  2,000,000  shares  of  Series A
Preferred  Stock,  $0.001 par value,  of which  2,000,000  shares are issued and
outstanding, 19,633,332 shares of Series B Preferred Stock, $0.001 par value, of
which none are issued and  outstanding,  and  3,366,668  shares of  undesignated
preferred stock, $0.001 par value, of which none are issued and outstanding. All
issued  and  outstanding  shares of Common  Stock and Series A  Preferred  Stock
immediately prior to the Closing are duly


                                       14
<PAGE>

authorized, validly issued, fully paid and nonassessable. Except as set forth on
Schedule  4.2,  immediately  prior to the  Closing,  there  were no  outstanding
options, warrants, rights,  subscriptions,  calls, contracts or other agreements
to issue, purchase or acquire, or securities convertible into, shares of capital
stock or other securities of any kind representing an ownership  interest in the
Company.

                  4.3. Authority Relative to this Agreement. The Company has all
requisite  corporate power and authority,  to enter into and to carry out all of
the terms of the  Documents.  All  corporate  action on the part of the  Company
necessary for the  authorization,  execution,  delivery and  performance  of the
Documents by the Company has been taken and no further authorization on the part
of the Company is required to consummate  the  transactions  provided for in the
Documents.  When  executed and  delivered by the Company,  the  Documents  shall
constitute the valid and legally binding obligation of the Company,  enforceable
in  accordance  with their  respective  terms,  except as limited by  applicable
bankruptcy,  insolvency  reorganization  and  moratorium  laws  and  other  laws
affecting  enforcement of creditor's rights generally and by general  principles
of equity.

                  4.4. No Default or Legal  Restrictions.  The Company is not in
violation of its articles of incorporation, bylaws or other governing documents.
The Company is not in default  under,  or in breach of any term or provision of,
any contract, agreement, lease, license, commitment,  mortgage, indenture, bond,
note,  instrument or other  obligation where such default or breach would have a
material  adverse  effect on the Company,  taken as a whole.  The  execution and
delivery  of  this  Agreement  by  the  Company  and  the  consummation  of  the
transactions  contemplated  hereby do not and will not violate  the  articles of
incorporation,  bylaws or other governing documents of the Company,  and, except
where any such conflict,  breach, default or violation would not have a material
adverse effect on the Company,  taken as a whole,  the execution and delivery of
this  Agreement  by  the  Company  and  the  consummation  of  the  transactions
contemplated  hereby  do not and will not (a)  conflict  with or  result  in any
breach of (or create in any party the right to accelerate,  terminate, modify or
cancel) any terms,  conditions or provisions  of, or constitute a default under,
or require the consent of any party to, or result in the  imposition of any lien
or encumbrance  upon any asset or property of the Company  pursuant to the terms
and  conditions of, any contract to which the Company is now a party or by which
any of them or any of their respective properties, assets or rights may be bound
or affected,  (b) violate any  provision of any law,  rule or  regulation of any
administrative  agency or governmental body, or any order,  writ,  injunction or
decree of any court,  administrative agency, governmental body or arbitrator, or
(c) require any filing with, or license,  permit,  consent or other governmental
approval  of, any  federal,  state or local  governmental  body or  governmental
agency (including,  without limitation,  the Securities and Exchange Commission,
other than the filing of a Form D and similar state securities laws filings).

                  4.5.  Compliance  with Law. The Company is not in violation of
any federal,  state,  local or foreign  law,  ordinance,  regulation,  judgment,
decree,  injunction  or order of any  court or other  governmental  entity.  The
Company has procured and are currently in  possession  of all licenses,  permits
and other governmental  authorizations  required by federal, state or local laws
for the operation of the business of the Company in each  jurisdiction  in which
the Company is currently conducting business,  where the failure to possess such
licenses, permits and authorizations would have a material adverse effect on the
Company,  taken as a whole, and there


                                       15
<PAGE>

is no basis for revoking any such license,  permit or other authorization.  Such
licenses  are in full  force and  effect  and  there is no basis for any  fines,
penalties, or revocation of such licenses.

                  4.6. SEC Reports.  The Company has delivered to Target and the
Selling  Stockholders  its  Annual  Report on Form  10-KSB  for the year  ending
December 31, 2002,  its  Quarterly  Report on Form 10-QSB for the period  ending
March 31, 2003,  and its  Quarterly  Report on Form 10-QSB for the period ending
June 30, 2003  (collectively,  the "SEC  Reports").  The  information in the SEC
Reports is true and correct in all  material  respects  and does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading.

                  4.7. Absence of Material  Adverse  Changes.  Since the date of
the latest SEC Report, there has not been any (a) material adverse change in the
business,  operations,  properties,  condition  (financial  or otherwise) of the
Company,  (b) damage,  destruction or loss, whether covered by insurance or not,
materially  and  adversely  affecting  the  business,  properties  or  condition
(financial or otherwise) of the Company,  taken as a whole, or (c) change by the
Company  in  accounting  methods  or  principles  used for  financial  reporting
purposes,  except as  required  by a change  in  generally  accepted  accounting
principles  and concurred  with by the Company's  independent  certified  public
accountants.

                  4.8. Taxes.

                           (a) The  Company  has filed,  or will  file,  all Tax
Returns  relating to any Tax. All such Tax Returns were, or will be, correct and
complete in all material respects.  All Taxes owed by the Company have been paid
when  due or  adequate  provision  has been  made  therefore  in the  applicable
financial  statements.  There are no security  interests  or liens on any of the
assets or the stock or other  securities of the Company that arose in connection
with any failure (or alleged failure) to pay any Tax.

                           (b) The  Company  has  withheld  and paid  all  Taxes
required by law to have been withheld and paid in  connection  with amounts paid
or owing to any employee,  commissioned agent, creditor,  stockholder,  or other
third party.

                           (c) There is no dispute or claim  concerning  any Tax
liability of, or attributable to, the Company  (including,  without  limitation,
any dispute or claim with respect to any  jurisdiction in which the Company does
not currently file Tax Returns) either (i) claimed or raised by any authority in
writing, or (ii) as to which the Company has knowledge.

                           (d)  The  Company  has not  waived  or  extended  any
statute of  limitations  in respect of any  assessment or collection of Taxes or
any alleged,  proposed or actual  deficiency in Taxes or agreed to any extension
of time with respect to the filing of any Tax Return.

                           (e) The  Company  has not filed a  consent  under the
Code.


                                       16
<PAGE>


                           (f) The Company has not made any payments,  nor is it
obligated  to make  payments,  and is not a party to any  agreement  that  under
certain  circumstances  could  obligate it to make any payments that will not be
deductible under Section 280G of the Code.

                           (g) The Company does not have any  liability  for the
Taxes of any person or entity other than the Company (i) under Section  1.1502-6
of the Treasury Regulations (or any similar provision of State, local or foreign
law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

                  4.9.   Litigation.   There   is  no   legal,   administrative,
arbitration  or  other  proceeding,  suit,  claim or  action  of any  nature  or
investigation,  review or audit of any kind  pending  or  threatened  against or
involving the Company or its assets or properties.

                  4.10. Contracts and Commitments; No Default.

                          (a) Except as set forth in Schedule 4.10, the Company:

                                    (i)  has  no  written   or  oral   contract,
commitment, agreement or arrangement with any person which (A) requires payments
individually in excess of Twenty Five Thousand Dollars ($25,000)  annually or in
excess of One  Hundred  Thousand  Dollars  ($100,000)  over its term  (including
without  limitation  periods  covered by any option to extend or renew by either
party) and (B) is not  terminable  on thirty (30) days' or less  notice  without
cost or other liability;

                                    (ii) does not pay any person or entity  cash
remuneration  at  the  annual  rate  (including  without  limitation  guaranteed
bonuses) of more than Fifty Thousand ($50,000) for services rendered;

                                    (iii) is not  restricted  by agreement  from
carrying on its  businesses  or any part  thereof  anywhere in the world or from
competing in any line of business with any person or entity;

                                    (iv) is not  subject  to any  obligation  or
requirement  to provide funds to or make any  investment (in the form of a loan,
capital contribution or otherwise) in any person or entity;

                                    (v) is not party to any agreement, contract,
commitment or loan to which any of its directors,  officers or  shareholders  or
any Affiliate (or former Affiliate) thereof is a party;

                                    (vi) is not subject to any outstanding sales
or purchase  contracts,  commitments or proposals which is anticipated to result
in any loss upon completion or performance thereof;

                                    (vii) is not party to any  purchase  or sale
contract or agreement that calls for aggregate purchases or sales in excess over
the  course of such  contract  or  agreement  of One  Hundred  Thousand  Dollars
($100,000) or which continues for a period of more than twelve months (including
without  limitation  periods  covered by any option to renew or extend by



                                       17
<PAGE>


either party) which is not terminable on sixty (60) days' or less notice without
cost or other Liability at or any time after the Closing; and

                                    (viii)  has  no   distributorship,   dealer,
manufacturer's  representative,  franchise or similar sales contract relating to
the payment of a commission.

                           (b) True and complete  copies (or  summaries,  in the
case of oral items) of all items  disclosed  pursuant to this  Section 4.10 have
been made  available  to the Target and the  Selling  Stockholders  for  review.
Except as set forth in Schedule 4.10,  all such items are valid and  enforceable
by and  against the  Company in  accordance  with their  respective  terms,  the
Company  is not  in  breach,  violation  or  default,  however  defined,  in the
performance of any of its obligations thereunder, and no facts and circumstances
exist  which,  whether  with the giving of due notice,  lapse of time,  or both,
would constitute such a breach,  violation or default thereunder or thereof; and
to the best  knowledge of the Company,  no other parties  thereto are in breach,
violation or default,  however defined,  thereunder or thereof,  and no facts or
circumstances exist which, whether with the giving of due notice, lapse of time,
or both,  would  constitute  such a breach,  violation or default  thereunder or
thereof.

                  4.11  Brokers or  Finders.  The Company has not dealt with any
broker or finder in connection with the transactions  contemplated  hereby.  The
Company  has not  incurred,  nor shall it incur,  directly  or  indirectly,  any
liability for any brokerage or finders' fees,  agent  commissions or any similar
charges  in  connection  with this  Agreement  or any  transaction  contemplated
hereby.

                  4.12 Full Disclosure. No representations or warranties made by
the Company in this Agreement,  in any of the exhibits or schedules  attached to
this Agreement,  or in the schedules attached hereto, or in any other statements
furnished  or to be  furnished  by the  Company to the  Target  and the  Selling
Stockholders  pursuant to this  Agreement  contains  any untrue  statement  of a
material fact or omits to state a material fact  necessary to make any statement
contained herein or therein not misleading.  Copies of all documents  heretofore
or  hereafter  delivered  or  made  available  to the  Target  and  the  Selling
Stockholders  pursuant  hereto were or will be complete and accurate  records of
such documents.

         5.       DELIVERIES AT CLOSING.

                  5.1  Company's  Deliveries  at Closing.  At the  Closing,  the
Company  shall  deliver  or cause to be  delivered  to  Target  and the  Selling
Stockholders all of the following:

                           (a)  Certificates  representing  the Company  Shares,
registered in the names of the Selling Stockholders;

                           (b) A certificate of an officer of the Company,  in a
form and substance reasonably  acceptable to the Target, dated as of the Closing
Date, certifying that (i) all representations and warranties of the Company made
herein are true and  correct as of the  Closing  Date;  and (ii) the Company has
performed and complied in all material respects with all agreements,  covenants,
obligations  and  conditions  required  by this  Agreement  to be  performed  or
complied with by the Company on or prior to the Closing.


                                       18
<PAGE>


                           (c) Certified  resolutions  of the Board of Directors
of the Company authorizing the consummation of the transactions  contemplated by
this Agreement;

                           (d)  Written  resignations  of  the  officers  of the
Company  effective as of the Closing Date in form satisfactory to Target and the
Selling Stockholders;

                           (e)  Written  resignations  of the  directors  of the
Company to be effective as of effective  date of the 14F  Information  Statement
(as defined in Section 6.3);

                           (f) lock-up  agreements  in in form  satisfactory  to
Target  and the  Selling  Stockholders  (the  "Lock-Up  Agreements")  from those
persons listed on Schedule 5.1(f).

                           (g) A form of Amendment (as defined in Section 6.1);

                           (h) A Form D pursuant  to  Regulation  D  promulgated
under the  Securities  Act, the filing of which will be effected  within fifteen
(15) days of the Closing;

                           (i) Any  notices of sales  required  to be filed with
the  applicable  federal  and state  agencies,  which  will be filed  within the
applicable periods therefor;

                           (j) A  certificate  of good  standing  of the Company
from the State of Nevada as of the most recent practicable date; and

                           (k) Such other  documents and instruments as shall be
reasonably necessary to effect the transactions contemplated hereby.

                  5.2. Selling Stockholders' and Target's Deliveries at Closing.
At the Closing,  the Selling Stockholders shall deliver or cause to be delivered
to the Company all of the following:

                           (a)  Original  certificates  representing  the Target
Shares to be exchanged pursuant to this Agreement;

                           (b) Stock  Assignments  Separate from  Certificate in
the form and substance  satisfactory to the Company and duly executed by each of
the Selling Stockholders regarding the Target Shares;

                           (c) A certificate  of an officer of the Target,  in a
form and substance reasonably acceptable to the Company, dated as of the Closing
Date,  certifying that (i) all representations and warranties of the Target made
herein are true and  correct  as of the  Closing  Date;  and (ii) the Target has
performed and complied in all material respects with all agreements,  covenants,
obligations  and  conditions  required  by this  Agreement  to be  performed  or
complied with by the Target on or prior to the Closing.

                           (d)  A   certificate   of   Chris   Marshall,   as  a
representative of the Selling  Stockholders,  in a form and substance reasonably
acceptable to the Company, dated as of the Closing Date, certifying that (i) all
representations and warranties of the Selling  Stockholders made herein are true
and  correct as of the Closing  Date;  and (ii) the  Selling  Stockholders  have


                                       19
<PAGE>


performed and complied in all material respects with all agreements,  covenants,
obligations  and  conditions  required  by this  Agreement  to be  performed  or
complied with by the Selling Stockholders on or prior to the Closing.

                           (e) Certified  resolutions  of the Board of Directors
of Target authorizing the consummation of the transactions  contemplated by this
Agreement;

                           (f) A certificate of good standing of Target from the
State of California as of the most recent practicable date; and

                           (g) Such other  documents and instruments as shall be
reasonably necessary to effect the transactions contemplated hereby.

         6.       COVENANTS.

                  6.1.  Amendment  to Articles of  Incorporation.  As soon as is
reasonably practicable following the Closing, the Company shall take such action
as is necessary to obtain the Company's  stockholders'  approval of an amendment
(the  "Amendment") to the Articles of  Incorporation in the form attached hereto
as  Exhibit B (i)  increasing  the  authorized  Common  Stock of the  Company to
150,000,000  shares; and (ii) changing the name of the Company to "Skogan Foods,
Inc."  (collectively,  the  "Proposed  Actions").  The  Company  shall  cause an
information statement on Schedule 14C (an "Information  Statement") with respect
to the Proposed Actions to be filed with the Securities and Exchange  Commission
no later than October 31, 2003. One business day after  expiration of the twenty
calendar day period provided by Rule 14c-2(b)  promulgated  under the Securities
Exchange Act occurs,  the Company shall file the Amendment with the Secretary of
State of Nevada (the actual date of such filing being  referred to herein as the
"Effective Date").

                  6.2.  Form 8-K - Change  in  Accountants.  The  Company  shall
prepare a Current  Report on Form 8-K and cause such Current  Report to be filed
with the  Securities & Exchange  Commission  no later than 5 days  following the
date on  which  there  is any  change  in  accountants  for the  Company  and in
connection therewith obtain a letter from the outgoing accountants.

                  6.3.  Information  Statement  on Form 14F.  The Company  shall
cause an  information  statement on Form 14F (the "14F  Information  Statement")
with respect to the resignation of the Company's  directors described in Section
5.1(e) and the replacement of those directors to be filed with the Commission on
or before October 31, 2003.

                  6.4. Form 8-K - Change in Control. The Company shall prepare a
Current Report on Form 8-K regarding the change in control  contemplated  herein
and cause such  Current  Report to be filed  with the  Securities  and  Exchange
Commission  no later than  fifteen (15) days  following  the Closing  Date.  The
Company shall prepare an amendment to Current  Report on Form 8-K containing the
Target  Financial  Statements  described  in  Section  3.7 herein and cause such
amendment to be filed with the Securities and Exchange  Commission no later than
seventy-five (75) days following the Closing Date.


                                       20
<PAGE>


                  6.5. Registration Statement on Form S-8.

                           (a) One  business  day  after  the  Closing  Date the
Company shall file a registration statement on Form S-8 under the Securities Act
to register  1,000,000  shares of Common Stock reserved under the Company's 2003
Stock Compensation Plan.

                           (b) One  business  day after the  Effective  Date the
Company shall file a registration statement on Form S-8 under the Securities Act
to register the remaining  shares of Common Stock  reserved  under the Company's
2003 Stock Compensation Plan.

                  6.6. Filings; Consents; Removal of Objections.  Subject to the
terms and  conditions  herein  provided,  the parties hereto will use their best
efforts to take or cause to be taken all  actions and do or cause to be done all
things  necessary,  proper or advisable under  applicable laws to consummate and
make effective, as soon as reasonably practicable, the transactions contemplated
hereby,  including  without  limitation  obtaining all consents of any person or
entity,  whether  private  or  governmental,  required  in  connection  with the
consummation of the transactions contemplated herein. In furtherance, and not in
limitation of the  foregoing,  it is the intent of the parties to consummate the
transactions  contemplated  herein at the earliest  practicable  time,  and they
respectively  agree to exert their best efforts to that end,  including  without
limitation:  (i) the removal or satisfaction,  if possible, of any objections to
the validity or legality of the transactions  contemplated  herein; and (ii) the
satisfaction of the conditions to consummation of the transactions  contemplated
hereby.

                  6.7. Further Assurances; Cooperation; Notification.

                           (a) Each party hereto will, at and after the Closing,
execute and deliver such  instruments  and take such other  actions as the other
party or parties,  as the case may be, may reasonably  require in order to carry
out the  intent  of this  Agreement.  Without  limiting  the  generality  of the
foregoing,  at any time after the  Closing,  at the  request of the  Company and
without  further  consideration,  the Target and the Selling  Stockholders  will
execute and deliver such instruments of sale, transfer,  conveyance,  assignment
and  confirmation  and take  such  action as the  Company  may  reasonably  deem
necessary or desirable in order to more effectively transfer,  convey and assign
to the Company, and to confirm the Company's title to, the Target Shares.

                           (b) At all  times  from the  date  hereof  until  the
Closing,  each party will promptly notify the other in writing of the occurrence
of any event  which it  reasonably  believes  will or may result in a failure by
such party to satisfy the conditions and covenants specified in Articles 5 and 6
hereof.

                  6.8. Public  Announcements.  Upon execution of this Agreement,
the Company and the Target shall issue a press release (the "Press  Release") in
a form and substance acceptable to both parties disclosing the execution of this
Agreement.  Other than the Press  Release,  none of the parties hereto will make
any public  announcement  with respect to the transactions  contemplated  herein
without  the prior  consent  of the other  parties,  which  consent  will not be
unreasonably  withheld or delayed;  provided,  however,  that any of the parties
hereto may at any time make any  announcements  which are required by applicable
law so long as the


                                       21
<PAGE>


party  so  required  to make an  announcement  promptly  upon  learning  of such
requirement  notifies the other parties of such  requirement  and discusses with
the  other  parties  in good  faith  the  exact  proposed  wording  of any  such
announcement.

                  6.9.  Tax  Matters;  Cooperation  and Records  Retention.  The
Target and the Company will (i) each provide the other with such  assistance  as
may reasonably be requested by any of them in connection with the preparation of
any Tax Return,  audit or other  examination by any taxing authority or judicial
or administrative  proceedings relating to liability for Taxes, (ii) each retain
and  provide  the  other  with any  records  or other  information  which may be
relevant to such Tax Return, audit or examination,  proceeding or determination,
and (iii) each provide the other with any final  determination  of such audit or
examination,  proceeding or determination that affects any amount required to be
shown on any Tax  Return of the  other  for any  period.  Without  limiting  the
generality of the foregoing,  the Target and the Company will retain,  until the
applicable  statutes of  limitations  (including all  extensions)  have expired,
copies of all Tax  Returns,  supporting  work  schedules  and other  records  or
information  which may be  relevant  to such Tax  Returns for all Tax periods or
portions  thereof  ending on or  before  the  Closing  and will not  destroy  or
otherwise  dispose of any such records  without first  providing the other party
with a reasonable opportunity to review and copy the same.

         7. SURVIVAL AND INDEMNIFICATION.

                  7.1.  Survival.  The  representations  and  warranties of each
party hereto shall survive the  execution of and delivery of this  Agreement and
the consummation of the transactions  contemplated  hereby and the same shall be
effective for a period of one (1) year from the Closing Date and no longer.  The
covenants and agreements contained in this Agreement shall survive the execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby and the same shall be  effective in  accordance  with their
respective terms.

                  7.2.  Mutual  Indemnification.  Subject to the limitations set
forth in this Article 7, each party each agrees to indemnify  and save  harmless
each other  party from and against  any and all  losses,  liabilities,  expenses
(including,  without limitation,  reasonable fees and disbursements of counsel),
claims, liens, damages or other obligations whatsoever (collectively,  "Claims")
that may actually and  reasonably  be payable by virtue of or which may actually
and  reasonably   result  from  the  inaccuracy  of  any  of  their   respective
representations or the breach of any of their respective  warranties,  covenants
or agreements  made in this Agreement or in any  certificate,  schedule or other
instrument  delivered  pursuant to this Agreement;  provided,  however,  that no
claim for indemnity may be made hereunder if the facts giving rise to such Claim
were in writing and known to the party seeking indemnification  hereunder,  such
facts  constituted  a breach of the  conditions  to closing of the party seeking
indemnification  and the party seeking  indemnification  elected in any event to
consummate the transactions  contemplated by this Agreement. In addition, to the
extent that  applicable  insurance  coverage is available  and paid to the party
seeking   indemnification   hereunder  with  respect  to  the  Claim  for  which
indemnification  is being sought,  such amounts of insurance actually paid shall
be deducted from the amount of the Claim for which indemnification may be sought
hereunder  and the  indemnified  party may  recover  only the amount of the loss
actually  suffered  by the  party to be  indemnified.  To the  extent  that such
insurance  payment is received  subsequent to payment by the


                                       22
<PAGE>


indemnifying  party  hereunder,   the  indemnified  party  shall  reimburse  the
indemnifying  party, up to the amount previously paid by the indemnifying party,
for the amount of such insurance payment.

                  7.3. Procedures for Indemnification. Each party agrees to give
each other party prompt written notice of any event or assertion of which it has
knowledge   concerning   any  such  Claim  and  as  to  which  it  may   request
indemnification  hereunder,  and each  party  will  cooperate  with the other in
determining  the validity of any such Claim.  The  indemnifying  party hereunder
shall have the right to participate  in, or control the defense of (with counsel
reasonably  satisfactory  to the  indemnified  party),  any such Claim for which
indemnification has been requested hereunder. Each party agrees not to settle or
compromise any such Claim without the prior written consent of each other party.
The  giving of notice  to the  indemnifying  party as  provided  herein  and the
opportunity  to  participate  or  control  the  defense  of the  Claim for which
indemnification  is sought  shall be a  prerequisite  to any  obligation  of the
indemnifying  party to indemnify  the  indemnified  party  hereunder.  Following
indemnification  as  provided   hereunder,   the  indemnifying  party  shall  be
subrogated to all rights of the indemnified party against all other parties with
respect to the Claim for which indemnification has been made.

                  7.4.  Limitations  on  Indemnification.   Notwithstanding  the
provisions  of Section 7.2  hereof,  no claim for  indemnification  by any party
hereunder  may be made unless the amount of the Claim for which  indemnification
is sought exceeds $25,000. The maximum aggregate liability of the Target and the
Selling  Stockholders  to the Company for all claims arising under the Documents
shall equal the product of (i) the number of Company  Shares and (b) the average
of the per share  closing  price of the  Common  Stock for the  five-day  period
preceding the day on which the liability  becomes payable.  In no event will the
aggregate  amount  payable  by the  Company  pursuant  to this  Article 7 exceed
$500,000.

         8.       MISCELLANEOUS.

                  8.1. Cumulative  Remedies.  Any person having any rights under
any  provision  of this  Agreement  will be  entitled  to  enforce  such  rights
specifically,  to recover  damages by reason of any breach of any  provision  of
this  Agreement,  and to exercise all other rights  granted by law, which rights
may be exercised cumulatively and not alternatively.

                  8.2.  Successors  and Assigns.  Except as otherwise  expressly
provided herein, this Agreement and any of the rights,  interests or obligations
hereunder  may not be assigned by any of the parties  hereto.  All covenants and
agreements  contained  in this  Agreement  by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective permitted successors
and assigns of the parties hereto whether so expressed or not.

                  8.3. Severability.  Whenever possible,  each provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision will be ineffective  only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.


                                       23
<PAGE>


                  8.4.  Counterparts.  This  Agreement may be executed in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts when taken together will constitute one and
the same agreement.

                  8.5. Entire Agreement.  This Agreement  constitutes the entire
agreement and  understanding  of the parties with respect to the subject  matter
thereof,   and   supersedes  all  prior  and   contemporaneous   agreements  and
understandings.

                  8.6.  Expenses and Attorney Fees. The Company,  Target and the
Selling  Stockholders  shall  each pay all of  their  respective  legal  and due
diligence  expenses in connection  with the  transactions  contemplated  by this
Agreement,  including,  without limiting the generality of the foregoing,  legal
and accounting fees.

                  8.7.  Waiver of  Conditions.  At any time or times  during the
term  hereof,  the  Company  may  waive  fulfillment  of any  one or more of the
conditions  to its  obligations  in whole or in part,  and Target or the Selling
Stockholders  may  waive  fulfillment  of any  one  or  more  of  the  foregoing
conditions to their obligation,  in whole or in part, by delivering to the other
party a written waiver or waivers of fulfillment thereof to the extent specified
in such  written  waiver  or  waivers.  Any such  waiver  shall be  validly  and
sufficiently  authorized for the purposes of this Agreement if, as to any party,
it is authorized in writing by an authorized  representative  of such party. The
failure  of any  party  hereto  to  enforce  at any time any  provision  of this
Agreement  shall not be construed to be a waiver of such  provision,  nor in any
way to affect the validity of this  Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision.  No waiver of any
breach of this  Agreement  shall be held to  constitute a waiver of any other or
subsequent breach.

                  8.8. Law  Governing.  This  Agreement  shall be construed  and
interpreted in accordance  with and governed and enforced in all respects by the
laws of the State of Nevada

                  8.9 Disputed  Matters.  Except as  otherwise  provided in this
Agreement,  each party hereby agrees that any suit, action or proceeding arising
out of or  relating  to this  Agreement  shall be  brought  in either the United
States District Court for the Central District of California or a Superior Court
of the State of  California  in the County of  Orange,  and the  parties  hereby
irrevocably and  unconditionally  submit to the jurisdiction of such courts. The
parties  hereby  agrees  to  waive  trial by jury in any such  suit,  action  or
proceeding.  The parties  irrevocably waive and agree not to raise any objection
any of them might now or hereafter have to the bringing of any such suit, action
or proceeding in any such court  including,  without  limitation,  any objection
that the place where such court is located is an inconvenient  forum. Each party
agrees that any judgment or order against that party in any such suit, action or
proceeding  brought in such a court shall be  conclusive  and binding  upon that
party and consents to any such judgment or order being  recognized  and enforced
in the courts of its  jurisdiction of incorporation or organization or any other
courts, by registration or entry of such judgment or order, by a suit, action or
proceeding  upon such  judgment  or  order,  or any other  means  available  for
enforcement of judgments or orders.

                  8.10.  Attorneys'  Fees.  If any action at law or in equity is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing


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party shall be entitled to reasonable  attorneys' fees, costs and  disbursements
in addition to any other relief to which such party may be entitled.

                  8.11. Delivery by Fax. Delivery of an executed  counterpart of
the Agreement or any exhibit attached hereto by facsimile  transmission shall be
equally as effective as delivery of an executed hard copy of the same. Any party
delivering an executed  counterpart  of this  Agreement or any exhibit  attached
hereto by facsimile transmission shall also deliver an executed hard copy of the
same, but the failure by such party to deliver such executed hard copy shall not
affect the validity,  enforceability  or binding nature effect of this Agreement
or such exhibit.

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

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         IN WITNESS WHEREOF,  each of the parties to this Agreement has executed
or caused this Agreement to be executed as of the date first above written.

"COMPANY"

NEWCOM INTERNATIONAL, INC.,
a Nevada corporation

By:/s/ Walter Grieves
   --------------------------------------------------
         Walter Grieves, President and
         Chief Executive Officer





"TARGET"                                      "SELLING STOCKHOLDERS"

PARADISE PIZZA, INC.                          Signatures Appear on Exhibit A
a California corporation

By:/s/ Chris Marshall
   -----------------------------------
         Chris Marshall, President and
         Chief Executive Officer



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