UNITED STATES
                       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 : MAY 16, 2001

                            CGI HOLDING CORPORATION
                            -----------------------
             (Exact name of registrant as specified in its charter)

NEVADA                 33-19980-D                    87-0450450
--------------        -------------------           ---------------------
(STATE OF              (COMMISSION FILE               (IRS EMPLOYER
INCORPORATION)          NUMBER)                      IDENTIFICATION NUMBER)

               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
-------------------------------------------------------------------------------
              (Address of prinicipal executive offices)(zip code)

Registrants telephone number, including area code (708) 387-0900

Item 2. Acquisition or Disposition of Assets.


CGI Holding Corporation acquired 100% of the issued and outstanding common stock
of World Mall.Com, A New York Corporation effective March 27, 2001.

The company  acquired  9,331,903  shares and issued to the shareholders of World
Mall 6,186,515  shares of CGI common stock. The value of CGI common share on the
effective date was $.30 per share or a total of $1,855,955.

In  addition to the  purchase  price the company  had  advanced  World  Mall.Com
$739,500 for working capital and expansion activities prior to effective date of
the acquisition.

The terms of the agreement are more particularly set forth in the 'Agreement and
Plan of Reorganization attached hereto.






                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                             CGI HOLDING CORPORATION

                       WORLD MALL ACQUISITION CORPORATION

                                WORLD MALL, INC.

                                S. PATRICK MARTIN

                                       AND

                   THE OTHER STOCKHOLDERS OF WORLD MALL, INC.

                           Dated as of March 27, 2001



                                     - 22 -

                                      - i -
                                TABLE OF CONTENTS

                                                                        Page
RECITALS .................................................................0
ARTICLE I - THE MERGER ...................................................0
   1.1   The Merger ......................................................0
   1.2   Closing; Effective Time .........................................2
   1.3   Effect of the Merger ............................................2
   1.4   Certificate of Incorporation; Bylaws ............................2
   1.5   Directors and Officers ..........................................2
   1.6   Consideration to Be Issued; Effect on Common Stock ..............2
   1.7   Adjustments to Merger Consideration .............................3
   1.8   Payment .........................................................3
   1.9   Surrender of Certificates .......................................3
   1.10    Lost, Stolen or Destroyed Certificates ........................3
   1.11    Contingent Consideration ......................................4
   1.12    Tax Consequences ..............................................5
   1.13    Exemption from Registration ...................................5
   1.14    Taking of Necessary Action; Further Action ....................5
   1.15    Operations of WMAC ............................................5
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                        AND THE PRINCIPAL STOCKHOLDER ....................6
   2.1   Organization of the Company .....................................6
   2.2   Company Capital Structure .......................................6
   2.3   Subsidiaries ....................................................6
   2.4   Authority; Ownership of Company Common Stock ....................6
   2.5   No Undisclosed Liabilities ......................................7
   2.6   No Changes ......................................................7
   2.7   Tax and Other Returns and Reports ...............................7
   2.8   Financial Information ...........................................8
   2.9   Title to Properties; Absence of Liens and Encumbrances ..........8
   2.10    Litigation ....................................................8
   2.11    Insurance .....................................................8
   2.12    Contracts .....................................................9
   2.13    Compliance with Laws ..........................................9
   2.14    Minute Books ..................................................9
   2.15    Brokers' and Finders' Fees; Third Party Expenses ..............9
   2.16    Employee Matters and Benefit Plans ............................9
   2.17    Intellectual Property .........................................10
   2.18    Bank Accounts .................................................11
   2.19    Investment in Acquiror Common Stock ...........................11
   2.20    Government Consents ...........................................12
   2.21    Absence of Certain Changes and Events .........................12
   2.22    Representations Complete 12
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND
                           WMAC ..........................................12
   3.1   Organization, Standing and Power of Acquiror ....................12
   3.2   Authority of Acquiror ...........................................12
   3.3   Capital Structure of Acquiror ...................................13
   3.4   SEC Documents; Acquiror Financial Statements ....................13
   3.5   No Material Adverse Change ......................................13
   3.6   Litigation ......................................................13
   3.7   Compliance with Laws ............................................14
   3.8   Brokers' and Finders' Fees; Third Party Expenses ................14
   3.9   Organization, Standing and Power of WMAC ........................14
   3.10    Authority of WMAC .............................................14
   3.11    Capital Structure of WMAC .....................................14
   3.12    Representations Complete ......................................15
ARTICLE IV - ADDITIONAL AGREEMENTS .......................................15
   4.1   Sale of Shares; Stockholder Matters .............................15
   4.2   Access to Information ...........................................15
   4.3   Confidentiality .................................................15
   4.4   Expenses ........................................................16
   4.5   Public Disclosure ...............................................16
   4.6   Intentionally left blank ........................................16
   4.7   Intentionally left blank ........................................16
   4.8   Intentionally left blank ........................................16
   4.9     Registration of Merger Shares. ................................16
   4.10    Spin-Off of WMAC ..............................................17
   4.11    Board of Directors of Acquiror ................................18
   4.12    Capitalization of WMAC; Payment to the Principal Stockholder ..18
   4.13    Additional Documents and Further Assurances ...................17
ARTICLE V - INDEMNIFICATION ..............................................18
   5.1   Indemnification .................................................18
   5.2   Indemnification Procedures ......................................19
   5.3   Recovery of Indemnification Obligations .........................20
   5.4   Stockholders' Agent .............................................20
   5.5   Actions of the Stockholders' Agent ..............................20
ARTICLE VI - GENERAL PROVISIONS ..........................................21
   6.1   Survival of Representations, Warranties and Agreements ..........21
   6.2   Notices .........................................................21
   6.3   Table of Contents; Headings .....................................22
   6.4   Entire Agreement; Assignment ....................................22
   6.5   Severability ....................................................22
   6.6   Rules of Construction ...........................................22
   6.7   Specific Performance ............................................22
   6.8   Waivers .........................................................22
   6.9   Amendment .......................................................22
   6.10    Governing Law .................................................22
   6.11    Counterparts ..................................................22







                      AGREEMENT AND PLAN OF REORGANIZATION


This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered
into as of March  27,  2001,  by and  among CGI  Holding  Corporation,  a Nevada
corporation  ("Acquiror"),  World  Mall  Acquisition  Corporation,  a  New  York
corporation  to be formed by Acquiror  ("WMAC"),  World Mall,  Inc.,  a New York
corporation (the "Company"), S. Patrick Martin, the principal stockholder of the
Company (the "Principal Stockholder"), and the other stockholders of the Company
(together with the Principal Stockholder, the "Stockholders").

                                    RECITALS

A........The  Boards of Directors of each of the Company and Acquiror believe it
is in the best interests of each company and their respective  shareholders that
WMAC, a  wholly-owned  subsidiary  of Acquiror,  and the Company  combine into a
single  company  through the statutory  merger of the Company with and into WMAC
(the "Merger") and, in furtherance thereof, have approved the Merger.

B........Pursuant  to the Merger,  among other things,  and subject to the terms
and conditions of this Agreement,  all of the issued and  outstanding  shares of
common stock of the Company  ("Company  Common  Stock") shall be converted  into
shares of voting common stock of Acquiror ("Acquiror Common Stock"),  and all of
the  outstanding  options and warrants to purchase shares of common stock of the
Company  ("Company  Options") shall be converted into options to purchase shares
of voting common stock of Acquiror ("Acquiror Options").

C........The  Company,  the Principal  Stockholder,  Acquiror and WMAC desire to
make certain  representations  and warranties and other agreements in connection
with the Merger.

NOW, THEREFORE,  in consideration of the premises set forth above and the mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:



                                    ARTICLE I

THE MERGER

1.1......The  Merger.  At the "Effective Time," as defined in Section 1.2 below,
and subject to the terms and  conditions of this  Agreement  and the  applicable
provisions of the New York Business Corporation Law ("New York Law"):

(a)......the Company shall be merged with and into WMAC;

(b)......the separate corporate existence of the Company shall cease; and

(c)......WMAC  shall  continue as the surviving  corporation  and a wholly-owned
subsidiary of Acquiror.  WMAC as the surviving  corporation  after the Merger is
hereinafter   sometimes   referred  to  in  this  Agreement  as  the  "Surviving
Corporation."

1.2......Closing;  Effective  Time.  The closing of the Merger  (the  "Closing")
shall take place at 10:00 a.m. on March 27, 2001, at the offices of Harris Beach
LLP, 130 East Main Street,  Rochester,  New York 14604,  unless another place or
time is agreed to by Acquiror and the  Company.  The date upon which the Closing
actually  occurs is herein  referred  to as the  "Closing  Date." On the Closing
Date,  the parties  hereto shall cause the Merger to be  consummated by filing a
Certificate of Merger with the Department of State of the State of New York (the
"Merger  Agreement") in accordance with the relevant  provisions of New York Law
(the time of such filing with the  Secretary  of State of the State of New York,
as ultimately confirmed by such official, or such later time as may be set forth
in this Agreement, being referred to herein as the "Effective Time").

1.3......Effect  of the Merger.  At the Effective Time, the effect of the Merger
shall be as  provided  in the  applicable  provisions  of New York Law.  Without
limiting the generality of the foregoing,  and subject thereto, at the Effective
Time, all the property, rights, privileges, powers and franchises of the Company
shall vest in the Surviving Corporation,  and all debts,  liabilities and duties
of the Company shall become the debts,  liabilities  and duties of the Surviving
Corporation.

1.4......Certificate  of  Incorporation;  Bylaws.  At the  Effective  Time,  the
Certificate of Incorporation and Bylaws of WMAC, as in effect  immediately prior
to the Effective Time, shall be the Certificate of  Incorporation  and Bylaws of
the Surviving  Corporation  until thereafter  amended as provided by law and the
Certificate of Incorporation and/or Bylaws.

1.5......Directors  and Officers. The directors of WMAC immediately prior to the
Effective Time shall be the initial directors of the Surviving Corporation, each
to hold office in accordance with the Certificate of Incorporation and Bylaws of
the  Surviving  Corporation.  The  officers  of WMAC  immediately  prior  to the
Effective Time shall be the initial officers of the Surviving Corporation,  each
to hold office in accordance with the Bylaws of the Surviving Corporation.

1.6 Consideration to Be Issued; Effect on Common Stock.

(a)......By virtue of the Merger and without any action on the part of Acquiror,
WMAC,  the Company or the  Stockholders,  at the Effective  Time, the holders of
shares of Company Common Stock issued and outstanding  immediately  prior to the
Effective  Time shall be  entitled  to receive in the  aggregate  such number of
shares of Acquiror  Common  Stock (the  "Merger  Shares") as is equal to (i) the
"Merger  Consideration"  (as  defined in  Section  1.6(d)  below)  less (ii) all
Acquiror  Option Shares (as defined in Section 1.6(c) below).  Each  Stockholder
shall receive his or her pro rata percentage of the Merger  Consideration as set
forth on Schedule 1.6 annexed hereto.  No fraction of a share of Acquiror Common
Stock will be issued under this Section 1.6(a),  but in lieu thereof each holder
of shares of Company Common Stock who would  otherwise be entitled to a fraction
of a share of Acquiror Common Stock (after  aggregating all fractional shares of
Acquiror Common Stock to be received by such holder) shall receive from Acquiror
an amount of cash  (rounded to the  nearest  whole cent) equal to the product of
(i) such fraction,  multiplied by (ii) the mean average closing sales price of a
share of Acquiror Common Stock for the thirty (30) most recent trading days that
Acquiror Common Stock has traded ending on the trading day immediately  prior to
the Effective  Time, as reported on the Nasdaq  National  Market  Bulletin Board
(the "Closing Price").

(b)......In  addition to the  foregoing,  as  additional  Merger  Consideration,
Acquiror shall deliver the "Contingent Consideration," as defined below, if any,
due and  owing  under  Section  1.11 of this  Agreement,  payable  as  specified
therein.

(c)......At  the Effective  Time, all of the then  outstanding  Company  Options
shall be assumed by Acquiror in  accordance  with this  Section  1.6(c).  At the
Effective Time, all Company Options granted and outstanding immediately prior to
the Effective  Time shall be converted and exchanged for such number of Acquiror
Options  as is equal to (i) the  number of shares of  Company  Common  Stock for
which the  unexercised  portion of all such Company Options would be exercisable
multiplied by (ii) the Merger  Consideration  per share of Company  Common Stock
calculated on a "Fully  Diluted  Basis," as defined  below,  as of the Effective
Time (with any fraction resulting from such multiplication to be rounded down to
the nearest whole number) (the "Acquiror Option Shares"). The exercise price per
share of each such  Acquiror  Option  Share  shall be equal to (A) the  exercise
price of such Acquiror Option immediately prior to the Effective Time divided by
(B) the Merger  Consideration  per share of Company Common Stock calculated on a
Fully Diluted Basis as of the Effective  Time.  Upon  Acquiror's  receipt of any
consideration  in connection  with the exercise by a  Stockholder  of all or any
portion of his Acquiror Options which were received by said Stockholder pursuant
to  the  terms  and  conditions  of  this  Agreement,  Acquiror  shall  promptly
contribute such consideration to WMAC as an additional  capital  contribution to
be used for  working  capital.  The term "Fully  Diluted  Basis" as used in this
Agreement shall mean (x) the number of shares of Company Common Stock issued and
outstanding  as of the  Effective  Time plus (y) the number of shares of Company
Common Stock issuable pursuant to Company Options.

(d)......As  used herein,  "Merger  Consideration"  shall mean six million eight
hundred  forty-eight  thousand  five  hundred  nineteen  (6,848,519)  shares  of
Acquiror Common Stock,  which shares shall constitute forty percent (40%) of the
issued and outstanding  shares of Acquiror Common Stock immediately after giving
effect to the issuance of such shares.

1.7......Adjustments to Merger Consideration.  The Merger Consideration shall be
adjusted to reflect  fully the effect of any such stock  split,  reverse  split,
stock dividend (including any dividend or distribution of securities convertible
into  Acquiror   Common  Stock  or  Company   Common   Stock),   reorganization,
recapitalization  or other like change with respect to Acquiror  Common Stock or
Company Common Stock  occurring after the date hereof and prior to the Effective
Time.

1.8......Payment.   On  the  Closing  Date,  the  parties  shall  undertake  the
following:

(a)......The  Stockholders  shall cause to be  delivered  to Acquiror  all share
certificates  representing  Company  Common  Stock.  It shall be a condition  to
Acquiror's  obligations under Section 1.8(b) that such certificates be delivered
to Acquiror and that each such surrendered  certificate be properly  endorsed or
otherwise in proper form for transfer.

(b)......Acquiror  shall deliver to each of the  Stockholders  the Merger Shares
that each such  Stockholder  is  entitled to receive  pursuant to Schedule  1.6;
provided,  however,  that in the event  Acquiror's  transfer  agent is unable to
provide the Merger  Shares to Acquiror  for  delivery at the  Closing,  Acquiror
shall  deliver  the Merger  Shares to each of the  Stockholders  as  promptly as
practicable thereafter.

1.9......Surrender   of  Certificates.   On  the  Closing  Date,  the  Surviving
Corporation  shall  cause  to  be  delivered  to  each  holder  of  record  of a
certificate or certificates (the "Certificates")  which immediately prior to the
Effective Time  represented  outstanding  shares of Company Common Stock,  whose
shares were converted into the right to receive shares of Acquiror  Common Stock
(and  cash in  lieu  of  fractional  shares)  pursuant  to  Section  1.6,  (i) a
certificate  representing  the number of whole shares of Acquiror  Common Stock,
and (ii) payment in lieu of fractional shares which such holder has the right to
receive  pursuant to Section 1.6(c),  and the  Certificate so surrendered  shall
forthwith be cancelled.

1.10.....Lost,  Stolen or Destroyed Certificates.  In the event any Certificates
evidencing  shares of Company  Common  Stock  shall  have been  lost,  stolen or
destroyed,  Acquiror shall issue in exchange for such lost,  stolen or destroyed
Certificates,  upon  the  making  of an  affidavit  of that  fact by the  holder
thereof,  which such affidavit shall include an indemnification of Acquiror from
any loss or damage that  Acquiror  may incur as a result of the lost,  stolen or
destroyed  Certificates,  such cash and shares of Acquiror Common Stock, if any,
as may be required  pursuant to Section 1.6;  provided,  however,  that Acquiror
may, in its  discretion  and as a condition  precedent to the issuance  thereof,
require the owner of such lost,  stolen or destroyed  Certificates  to deliver a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against  Acquiror with respect to the  Certificates  alleged to have
been lost, stolen or destroyed.

1.11.....Contingent Consideration.

(a)......In  addition  to the  Merger  Consideration,  in the  event  that it is
determined  that (i) the "Gross  Revenue," as defined  below,  of the  Surviving
Corporation  for the six (6) month  period  ending June 30, 2001 (the  "Period")
equals  or  exceeds  One  Million  Four  Hundred  Thousand  and  00/100  Dollars
($1,400,000.00),  and (ii)  the  Surviving  Corporation's  "Profit  Margin,"  as
defined below,  on said Gross Revenue equals or exceeds five percent (5%),  then
Acquiror  shall  issue,  in the  aggregate,  an  additional  number of shares of
Acquiror Common Stock to the  Stockholders  such that  immediately  after giving
effect to (i) the issuance of such additional  shares,  and (ii) the issuance of
the Merger Consideration, the Stockholders shall own forty-four percent (44%) of
the issued and  outstanding  shares of Acquiror  Common  Stock (the  "Contingent
Consideration").  All shares of Acquiror  Common  Stock to be issued  under this
Section 1.11, if any, shall be allocated  among the  Stockholders  in accordance
with Schedule 1.6 annexed hereto.
(b)......As  used herein,  the term "Gross  Revenue" shall mean all of the gross
revenue  earned  by the  Surviving  Corporation  as a result  of the sale of the
products and services provided by the Surviving Corporation. As used herein, the
term  "Profit  Margin"  shall mean that  percentage  determined  by dividing the
"Earnings," as defined below, of the Surviving  Corporation by the Gross Revenue
of the Surviving Corporation.  As used herein, the term "Earnings" shall mean an
amount equal to the  difference  between (i) the Gross  Revenue of the Surviving
Corporation,  and (ii) all direct expenses of the Surviving Corporation,  before
taxes, relating to the business of the Surviving Corporation; provided, however,
that up to Ten Thousand and 00/100 Dollars ($10,000.00) of the expenses incurred
by  the  Company  and/or  the  Surviving  Corporation  in  connection  with  the
negotiation  and  consummation  of this  Agreement  and the Merger  shall not be
counted  as  direct  expenses  of the  Surviving  Corporation  for  purposes  of
determining  the amount of  "Earnings"  under this Section  1.11(b).  Subject to
clause  (ii)  below,  Gross  Revenue  shall be  determined  in  accordance  with
generally accepted accounting  principles  ("GAAP"),  consistently  applied. For
purposes of the avoidance of doubt,  (i) Gross Revenue shall be recognized on an
accrual  basis,  and (ii) the Gross Revenue shall be calculated  without  giving
effect to any amortization of goodwill associated with this transaction.

(c)......Acquiror  shall compute the Surviving  Corporation's  Gross Revenue and
Profit  Margin for the  Period and shall  notify  the  Stockholders'  Agent,  as
defined in Section 5.4 below, in writing, of its results on or before August 15,
2001. The Stockholders' Agent and his accountants shall have the right to review
the work papers in connection with  Acquiror's  calculation of the Gross Revenue
and Profit  Margin,  and shall also have the right to question  the  accountants
that assisted  Acquiror in computing the Gross Revenue and Profit Margin. If the
Stockholders' Agent does not notify Acquiror of his objection to the calculation
of the Gross  Revenue and Profit  Margin set forth in  Acquiror's  notice within
thirty (30) days of his receipt  thereof,  the  Stockholders  shall be deemed to
have  accepted the  calculation  of Gross  Revenue and Profit Margin and to have
waived  their  respective  right  to  object  to the  amount  of the  Contingent
Consideration,  if any,  due and owing as a result  of said  Gross  Revenue  and
Profit  Margin  calculation.  In the event that the  Stockholders'  Agent  shall
disapprove of the Gross Revenue and Profit Margin calculation,  he shall deliver
to Acquiror written notice of such  disapproval,  which notice shall include the
Stockholders'  Agent's  computation  of Gross  Revenue and Profit Margin for the
Period (the "Gross Revenue and Profit Margin Disapproval Notice"), within thirty
(30) days after the disputed  Gross  Revenue and Profit  Margin  calculation  is
delivered to the  Stockholders'  Agent.  In the absence of a  resolution  of the
dispute as to the Gross  Revenue and Profit Margin  calculation  within ten (10)
days of Acquiror's  receipt of the Gross  Revenue and Profit Margin  Disapproval
Notice,  the Gross Revenue and Profit Margin will be determined by an accounting
firm  mutually  acceptable  to Acquiror and the  Stockholders'  Agent or, in the
absence of an agreement by both parties on an accounting firm,  either party may
pursue any legal or equitable  remedy available to said party in connection with
the  resolution  of the Gross  Revenue and Profit  Margin  calculation.  Each of
Acquiror  and the  Stockholders'  Agent  shall  be  responsible  for  their  own
accountant and attorney fees incurred in calculating the Surviving Corporation's
Gross Revenue and Profit Margin;  provided,  however,  that (i) in the event any
dispute over the  computation  of the Gross Revenue and Profit Margin is decided
in the Stockholders'  Agent's favor,  Acquiror shall reimburse the Stockholders'
Agent for all  reasonable  accountant  and attorney  fees incurred in connection
therewith,  and (ii) in the event any dispute over the  computation of the Gross
Revenue and Profit  Margin is decided in  Acquiror's  favor,  the  Stockholders'
Agent shall  reimburse  Acquiror for all  reasonable  attorney  fees incurred in
connection therewith.

1.12.....Tax  Consequences.  It is intended by the Company that the Merger shall
constitute  a  reorganization  within the meaning of Section 368 of the Internal
Revenue Code (the "Code"). Acquiror makes no representation that the transaction
will in fact constitute a reorganization. If it does not, the Stockholders shall
have no claim against Acquiror in respect thereof.

1.13.....Exemption from Registration.  The shares of Acquiror Common Stock to be
issued in connection with the Merger will be issued in a transaction exempt from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"), by reason of Section 4(2) thereof.

1.14.....Taking  of Necessary Action;  Further Action. If, at any time after the
Effective  Time,  any further  action is necessary or desirable to carry out the
purposes  of this  Agreement  and to vest the  Surviving  Corporation  with full
right, title and possession to all assets, property, rights, privileges,  powers
and  franchises  of the Company,  the officers and  directors of the Company are
fully authorized to take, and will take, all such lawful and necessary action.

1.15.....Operations  of WMAC.  Acquiror hereby  acknowledges  and agrees that it
intends for the  officers of WMAC,  as  appointed  by the Board of  Directors of
WMAC, to control the day-to-day operations of WMAC. In connection therewith, and
subject  to  periodic  review of  operating  plans and annual  budgets  with the
appropriate  personnel  and/or  members of the Board of Directors  of WMAC,  the
President  and Chief  Executive  Officer  of WMAC shall  have  control  over the
day-to-day  business  operations  of WMAC,  such  control  to  include,  without
limitation,  primary  authority  regarding  the hiring of  personnel,  marketing
strategy,  pricing  and  other  product  and  service  strategies.  The  initial
President  and  Chief   Executive   Officer  of  WMAC  shall  be  the  Principal
Stockholder,  who shall remain the President and Chief Executive Officer of WMAC
for at least the duration of the "Period," as defined in Section 1.11 above.



                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                              PRINCIPAL STOCKHOLDER

The  Company  and the  Principal  Stockholder  hereby  represent  and warrant to
Acquiror,  subject  to such  exceptions  as are  specifically  disclosed  in the
schedules supplied by the Company and the Principal  Stockholder to Acquiror and
dated as of the date hereof (the "Company Schedules"), as follows:

2.1......Organization  of  the  Company.  The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.  The Company  has the  corporate  power to own,  operate and lease its
properties  and to carry  on its  business  as it is now  being  conducted.  The
Company is duly  qualified  or licensed to conduct its  business  and is in good
standing as a foreign  corporation in each  jurisdiction in which the failure to
be so qualified would have, or would  reasonably be expected to have, a material
adverse effect on the business assets (including  intangible assets),  financial
condition,  results of  operations,  liabilities  or  prospects  of the  Company
(hereinafter  referred to as a "Material  Adverse  Effect").  A true and correct
copy of the Company's  Certificate of Incorporation and Bylaws,  each as amended
to date, have been delivered to Acquiror.

2.2......Company Capital Structure.

(a)......The  authorized  capital stock of the Company consists solely of twenty
million  (20,000,000)  shares of Company  Common  Stock.  As of the date hereof,
there are nine million  three  hundred  thirty-one  thousand  nine hundred three
(9,331,903)  shares of Company Common Stock issued and  outstanding.  All of the
shares of Company Common Stock are held of record by the Stockholders,  with the
addresses  of record  and in the  amounts  set  forth on  Schedule  2.2(a).  All
outstanding shares of Company Common Stock are duly authorized,  validly issued,
fully paid and  non-assessable  and are not subject to preemptive rights created
by statute,  by the Certificate of Incorporation or Bylaws of the Company, or by
any agreement to which the Company is a party or by which it is bound.

(b)......Except as set forth on Schedule 2.2(b), there are no options, warrants,
calls, rights,  commitments or agreements of any character,  written or oral, to
which the Company is a party or by which it is bound  obligating  the Company to
issue, deliver,  sell,  repurchase or redeem, or cause to be issued,  delivered,
sold, repurchased or redeemed, any shares of the capital stock of the Company or
obligating the Company to grant,  extend,  accelerate the vesting of, change the
price of, otherwise amend or enter into any such option,  warrant,  call, right,
commitment or agreement.

2.3......Subsidiaries.  Except as set forth on Schedule  2.3, the Company has no
subsidiaries, partners or joint venturers.

2.4......Authority; Ownership of Company Common Stock.

(a)......The  Company has all requisite  corporate  power and authority to enter
into this Agreement and to consummate the transactions  contemplated hereby. The
vote required of the  Stockholders to duly approve the Merger and this Agreement
is a majority of all  outstanding  capital stock entitled to vote. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of the Company.  The Company's  Board of Directors  has  unanimously
approved the Merger and this  Agreement.  This  Agreement has been duly executed
and delivered by the Company and  constitutes a valid and binding  obligation of
the Company,  enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general application  affecting  enforcement of creditors' rights generally,  and
(ii) as  limited by laws  relating  to  availability  of  specific  performance,
injunctive relief or other equitable  remedies.  Except as set forth on Schedule
2.4, the execution and delivery and performance of this Agreement by the Company
does not, and as of the Effective  Time,  will not,  conflict with, or result in
any violation of, or default under (with or without  notice or lapse of time, or
both), or give rise to a right of  termination,  cancellation or acceleration of
any obligation or loss of any benefit under (x) any provision of the Certificate
of  Incorporation  or Bylaws of the  Company,  or (y) any  mortgage,  indenture,
lease, license, contract or other agreement or instrument,  permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable to the Company or its  properties or assets.  No consent,
waiver,  approval,  order or authorization  of, or registration,  declaration or
filing with,  any court,  administrative  agency or commission or other federal,
state, county, local or foreign governmental authority, instrumentality,  agency
or  commission  or any third party is required by or with respect to the Company
in  connection  with  the  execution  and  delivery  of  this  Agreement  or the
consummation of the transactions  contemplated hereby, except for (A) the filing
of the requisite Merger documents with the New York Department of State, and (B)
any consents, waivers, authorizations,  filings, approvals and registrations set
forth on Schedule 2.4.

(b)......The  Principal  Stockholder  has all requisite right to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly and validly  executed and delivered by the  Principal  Stockholder
and,  assuming the due and valid execution and delivery of this Agreement by the
other parties hereto,  constitutes a legal,  valid and binding obligation of the
Principal  Stockholder  enforceable in accordance with its terms,  except (i) as
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws of general  application  affecting  enforcement of creditors'  rights
generally,  and (ii) as limited by laws  relating  to  availability  of specific
performance,  injunctive relief or other equitable  remedies.  The execution and
delivery of this Agreement by the Principal  Stockholder does not conflict with,
or result in any violation of, or default under (with or without notice or lapse
of time,  or both),  or give  rise to a right of  termination,  cancellation  or
acceleration  of any  obligation  or loss of any  benefit  under  any  mortgage,
indenture, lease, contract or other agreement or instrument, permit, concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable  to the  Company or the  Principal  Stockholder  or their
respective properties or assets.

(c)......Each Stockholder has good and marketable title to the shares of Company
Common Stock owned by such  Stockholder  as shown on Schedule  2.2(a),  free and
clear of any and all adverse  claims,  security  interests  and/or  encumbrances
whatsoever.

2.5......No  Undisclosed  Liabilities.  Except as set forth in  Schedule  2.5 or
Schedule  2.8(a),  the  Company  does  not  have  any  liability,  indebtedness,
obligation,  expense,  claim,  deficiency,  guaranty or endorsement of any type,
whether accrued, absolute, contingent,  matured, unmatured or otherwise (whether
or not  required to be  reflected in financial  statements  in  accordance  with
GAAP).

2.6......No  Changes.  Except as set forth in Schedule  2.6,  since  December 1,
2000,  there have been no material changes in the financial  condition,  assets,
liabilities,  business  or  results of  operations  of the  Company,  other than
changes in the ordinary  course of business which in the aggregate have not been
materially  adverse  and  other  than  general  business  conditions   affecting
companies engaged in the same industry in the United States.

2.7......Tax  and Other  Returns and  Reports.  The Company has timely filed all
federal and state  income tax returns  required to be filed and will timely file
all income tax returns  required to be filed on or before the Closing Date.  All
such tax returns are or will be correct in all  material  respects and all taxes
due and payable in accordance with such returns shall have been timely paid.

2.8......Financial Information.

(a)......Financial  Statements.  The Company has delivered to Acquiror  complete
and  accurate  copies  of the  financial  statements  of the  Company  listed on
Schedule  2.8(a)  (collectively,  the  "Financial  Statements").  The  Financial
Statements: (i) are in accordance with the Company's books and records, and (ii)
fairly  present the  assets,  liabilities  (including  reserves)  and  financial
position of the Company as of the respective  dates of the Financial  Statements
and the results of operations and changes in cash flows for the periods referred
to therein.

 .........(b)......Projections  and Forecasts.  Each of the projections delivered
to Acquiror prior to the date hereof,  copies of which are set forth in Schedule
2.8(b),  represents in all material respects the reasonable good faith estimates
of the Company as of the date thereof.

2.9......Title to Properties; Absence of Liens and Encumbrances.

(a)......Except  as set  forth in  Schedule  2.9(a),  the  Company  owns no real
property, nor has it ever owned any real property.  Schedule 2.9(a) sets forth a
list of all real property  currently,  or at any time in the past, leased by the
Company,  the name of the  lessor,  the  date of the  lease  and each  amendment
thereto  and,  with  respect to any current  lease  (collectively,  the "Company
Leases"),  the aggregate annual rental and other fees payable under each Company
Lease.  All such current Company Leases are in full force and effect,  are valid
and effective in accordance with their respective terms, and there is not, under
any of such  leases,  any  existing  default or event of default (or event which
with notice or lapse of time, or both, would constitute a default).

(b)......The  Company  has good and  valid  title to or,  in the case of  leased
properties  and  assets,  valid  leasehold  interests  in,  all of its  tangible
properties  and assets,  real,  personal and mixed,  used or held for use in its
business,  free and clear of any liens,  except as  reflected  in the  financial
statements  of the Company or in Schedule  2.9(b) and except for liens for taxes
not yet due and payable and such  imperfections  of title and  encumbrances,  if
any,  which are not material in  character,  amount or extent,  and which do not
materially detract from the value, or materially interfere with the present use,
of the property subject thereto or affected thereby.

2.10.....Litigation.  Except as set forth in Schedule 2.10,  there is no action,
suit or proceeding of any nature pending or threatened against the Company,  its
properties or any of its officers or directors,  in their respective  capacities
as such.  Except as set forth in Schedule  2.10, to the knowledge of the Company
and the Principal  Stockholder,  there is no investigation pending or threatened
against the Company,  its  properties  or any of its officers or directors by or
before any governmental  entity.  Schedule 2.10 sets forth, to the extent known,
with  respect  to  any  pending  or  threatened  action,  suit,   proceeding  or
investigation,  the forum, the parties  thereto,  the subject matter thereof and
the amount of damages,  claims or other remedy requested. No governmental entity
has at any time  challenged  or  questioned  the legal  right of the  Company to
conduct its business in the present manner or style thereof.

2.11.....Insurance.  The  Company  maintains  valid  and  enforceable  insurance
policies (which term shall also include any fidelity bonds) covering the assets,
business,  equipment,  properties  and  operations  of  the  Company,  and  such
insurance  policies,  which are identified in Schedule 2.11,  contain provisions
which are  reasonable and customary in the Company's  industry,  and there is no
claim by the Company pending under any of such policies as to which coverage has
been questioned, denied or disputed by the underwriters of such policies.

2.12.....Contracts.

(a) Material  Contracts.  Schedule 2.12 contains a complete and accurate list of
all material agreements to which the Company is a party or by which it or any of
its properties or assets are bound,  and which are for the receipt or payment of
an  amount  in  excess  of  $1,000  per month or in excess of $5,000 in any year
(collectively,  the "Material Contracts").  The Material Contracts are valid and
legally binding obligations of the Company and, to the knowledge of the Company,
of the  other  parties  thereto.  The  Material  Contracts  are  enforceable  in
accordance  with their terms  against the Company,  and, to the knowledge of the
Company, against the other parties thereto. The Company (i) has not breached any
Material Contract in any material  respect,  (ii) has not received any notice of
alleged  breach,  and (iii) does not have  knowledge  of any breach by any other
party.  The Company has not received any notice of  termination  or  non-renewal
under any Material Contract.

(b) No  Specified  Contracts.  The  Company  is not a party  to or  bound by any
agreement,   contract,   obligation,   nongovernmental   license  or  commitment
(collectively,   the   "Contracts")  of  the  following  types:  (i)  collective
bargaining or other labor  Contracts,  (ii) Contracts  purporting to restrict in
any way the business  activities  of the Company,  (iii)  Contracts to which any
Stockholder,  or any member of any Stockholder's immediate family, or any person
or entity under the control,  directly or indirectly,  of any Stockholder,  is a
party,  and (iv) other Contracts  entered into other than in the ordinary course
of business.

2.13  Compliance  with Laws.  The Company has complied in all material  respects
with,  is not in  material  violation  of, and has not  received  any notices of
violation with respect to, any foreign,  federal, state or local statute, law or
regulation.

2.14 Minute Books. The minute books of the Company that have been made available
to counsel for  Acquiror  are the only minute books of the Company and contain a
reasonably accurate summary of all meetings of directors (or committees thereof)
and  stockholders or actions by written consent since the time of  incorporation
of the  Company.  The  Company is in full  compliance  with all of the terms and
provisions of its Certificate of Incorporation and Bylaws.

2.15 Brokers' and Finders' Fees;  Third Party  Expenses.  Except as set forth on
Schedule 2.15, the Principal  Stockholder  has not incurred,  nor will he incur,
directly or indirectly,  any liability for brokerage or finders' fees or agents'
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

2.16 Employee Matters and Benefit Plans.

(a) Business  Employees.  Schedule  2.16(a)  lists all current  employees of the
Company (the  "Employees"),  stating their hourly rates of  compensation or base
salaries,  their total  compensation  paid or to be paid for the current  fiscal
year,  their job titles and job  descriptions,  their social  security  numbers,
locations, vacation accrued, and the commencement dates of their employment.

(b) Employee Plans or Policies.  Except as set forth on Schedule 2.16(b),  there
does not  exist,  with  respect to the  Employees  or the  Company,  (i) any (A)
employment  contract  (all  Employees are  "at-will"  employees),  (B) severance
agreement or policy,  (C) "employee  pension benefit plan," as defined under the
Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  (D)
"multiemployer plan", as defined under ERISA, to which the Company or any of its
affiliates have contributed,  (E) right on the part of any former employee to be
rehired  prior to the  hiring of any new  employee,  (F)  obligation  to provide
retiree medical benefits,  or (G) request for union  representation,  strike, or
labor  dispute,  or (ii) except as set forth on Schedule  2.16(b),  any employee
benefit plan, health plan,  welfare plan, bonus or deferred  compensation  plan,
stock purchase or stock option plan, severance,  vacation,  sick leave or fringe
benefit policy or other employee agreement, arrangement or policy.

(c)  Pension  Plans.  The  Company  does not now,  nor has it ever,  maintained,
established,  sponsored,  participated  in, or  contributed  to any pension plan
which is subject to Part 3 of Subtitle B of Title I of ERISA,  Title IV of ERISA
or Section 412 of the Code.

(d)  Multiemployer  Plans.  At no time has the  Company  contributed  to or been
requested to contribute to any Pension Plan which is a "multiemployer  plan," as
defined in Section 3(37) of ERISA.

(e)  Employment  Matters.  The  Company  (i) is in  compliance  in all  material
respects with all applicable foreign,  federal,  state and local laws, rules and
regulations respecting employment, employment practices, terms and conditions of
employment  and  wages and  hours,  in each  case,  with  respect  to all of its
current, former or retired employees, officers or directors ("Employees"),  (ii)
has withheld all amounts required by law or by agreement to be withheld from the
wages,  salaries and other payments to Employees,  (iii)except  as set forth in
Schedule  2.16(e),  is not liable  for any  arrears of wages or any taxes or any
penalty for failure to comply with any of the foregoing,  and (iv) is not liable
for  any  payment  to  any  trust  or  other  fund  or to  any  governmental  or
administrative  authority,  with respect to unemployment  compensation benefits,
social  security or other  benefits or  obligations  for  Employees  (other than
routine payments to be made in the normal course of business and consistent with
past practice).

(f) Labor.  No work stoppage or labor strike  against the Company is pending or,
to the knowledge of the Principal Stockholder,  threatened.  Except as set forth
in Schedule 2.16(f),  the Company is not involved in or, to the knowledge of the
Principal  Stockholder,   threatened  with,  any  labor  dispute,  grievance  or
litigation  relating to labor,  safety or  discrimination  matters involving any
Employee,  including,  without limitation,  charges of unfair labor practices or
discrimination complaints,  which, if adversely determined,  would, individually
or in the aggregate,  have a material adverse effect on the Company. The Company
has not engaged in any unfair labor practices within the meaning of the National
Labor Relations Act which would,  individually or in the aggregate,  directly or
indirectly  result in a liability to the Company.  The Company is not presently,
nor has it been in the past, a party to, or bound by, any collective  bargaining
agreement  or  union  contract  with  respect  to  Employees  and no  collective
bargaining agreement is being negotiated by the Company.

2.17 Intellectual Property.  Schedule 2.17 contains a complete and accurate list
of the "Intellectual  Property," as defined below, of the Company. Except as set
forth on  Schedule  2.17,  (i) the  Compay's  right,  title and  interest in the
Intellectual  Property  as owner  or,  subject  to the  terms of any  applicable
license,  as licensee,  is valid,  enforceable and uncontested,  and is free and
clear of all claims, liens, pledges,  security interests or other similar rights
(except  to the extent  any of the  Intellectual  Property  is  licensed  to the
Company), (ii) all computer software and databases used by the Company are owned
by or properly licensed to the Company and, to the Company's  knowledge,  all of
the Company's uses of such computer  software and databases are authorized under
such licenses,  (iii) to the Company's  knowledge,  there are no  infringements,
unlawful  uses or  defaults  by any  third  party  under  any  license  or other
agreement with respect to the Intellectual Property, and (iv) the Company is not
in default of any license or other  agreement,  or infringing upon any rights of
any third party, in its use of the Intellectual Property and the Company has not
received any notice alleging any such default or  infringement.  For purposes of
this  Section  2.17,  Intellectual  Property  shall mean all (A)  registered  or
unregistered  trademarks and tradenames,  (B) registered or unregistered service
marks, (C)  applications for registration of trademarks,  tradenames and service
marks, (D) logos, (E) technology rights and licenses,  and (F) computer software
not otherwise available to the public generally.

2.18 Bank  Accounts.  Schedule  2.18  lists each bank,  trust  company,  savings
institution,  brokerage firm,  mutual fund or other financial  institution  with
which the  Company  has an account or safe  deposit  box,  and each  credit card
issued in the  Company's  name and the names and  identification  of all persons
authorized to draw thereon, have access thereto or have use thereof.

2.19 Investment in Acquiror Common Stock.

(a) Suitable Investor.  The Principal  Stockholder  (together with his financial
and other  advisors,  if any) has such  knowledge and expertise in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
exchange of his shares of Company  Common  Stock for shares of  Acquiror  Common
Stock  pursuant to this  Agreement and of protecting his interests in connection
therewith.  The Principal  Stockholder has the ability to bear the economic risk
of the investment in Acquiror Common Stock.

(b) Receipt of Information. The Principal Stockholder has reviewed a copy of the
SEC Documents,  as defined in Section 3.4, and has had an opportunity to discuss
Acquiror's   business,   management  and  financial   affairs  with   Acquiror's
management.

(c) Purchase for Own Account.  The Principal  Stockholder is acquiring shares of
Acquiror  Common Stock for his own account and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable law, and
the  Principal  Stockholder  has no present  intention of selling,  granting any
participation in, or otherwise  distributing the same in violation of applicable
laws. The Principal  Stockholder  understands that the shares of Acquiror Common
Stock to be received by the  Principal  Stockholder  pursuant to this  Agreement
have not been  registered  under the  Securities  Act by  reason  of a  specific
exemption  from the  registration  provisions of the Securities Act that depends
upon,  among other things,  the bona fide nature of the Principal  Stockholder's
investment  intent  and the  accuracy  of his  representations,  warranties  and
covenants as expressed herein.  The Principal  Stockholder  understands that the
shares of Acquiror Common Stock to be received by him pursuant to this Agreement
are  characterized as "restricted  securities" under the Securities Act inasmuch
as they are being acquired from Acquiror in a transaction not involving a public
offering and that under such laws and applicable  regulations such shares may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances.  The  Principal  Stockholder  acknowledges  that  the  shares  of
Acquiror Common Stock must be held indefinitely unless  subsequently  registered
under the Securities Act or an exemption  from such  registration  is available.
The  Principal  Stockholder  is aware of the  provisions  of Rule 144  under the
Securities  Act which  permit  limited  resale of shares  purchased in a private
placement  (such as the Acquiror Common Stock issued  hereunder)  subject to the
satisfaction of certain  conditions,  including the existence of a public market
for the shares, the availability of certain current public information about the
Acquiror,  the  resale  occurring  not  less  than one  year  after a party  has
purchased and paid for the security to be sold, the sale being effected  through
a "broker's  transaction" or in transactions  directly with a "market maker" (as
provided by Rule 144(f) under the Securities Act) and the number of shares being
sold during any three-month period not exceeding specified limitations.

(d) Legends.  It is  understood  that each  certificate  representing  shares of
Acquiror  Common Stock received by the  Stockholders  pursuant to this Agreement
shall bear a legend  substantially  to the following  effect (in addition to any
legend required under applicable state securities laws):

"THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED,
PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR COMPLIANCE  WITH RULE 144  PROMULGATED  UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."

2.20  Government  Consents.  Except as set forth on Schedule  2.20,  no consent,
approval,  order or  authorization  of, or  registration,  declaration or filing
with,  any  governmental  entity is required by or with respect to the Principal
Stockholder or the Company in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.

2.21  Absence of Certain  Changes  and  Events.  Except as set forth in Schedule
2.21, since December 1, 2000, the Company has conducted its business only in the
ordinary course of business,  consistent with past practices,  and there has not
been any (i)  damage  to or  destruction  or loss of any  asset of the  Company,
whether or not  covered by  insurance,  which had a Material  Adverse  Effect or
would,  if it had not been  covered by  insurance,  have had a Material  Adverse
Effect, (ii) entry into,  termination of, or receipt of notice of termination of
any Material Contract, (iii) sale (other than sales of inventory in the ordinary
course of business),  lease or other  disposition  of any material  asset of the
Company or mortgage,  pledge or  imposition of any  encumbrance  on any material
asset of the Company,  (iv) waiver of any claim or right having a material value
to the Company,  (v) change in the  accounting  methods used by the Company,  or
(vi)  agreement,  whether  oral  or  written,  by the  Company  to do any of the
foregoing.

2.22 Representations Complete. None of the representations or warranties made by
the Company or the Principal Stockholder (as modified by the Company Schedules),
nor any statement made in any schedule or  certificate  furnished by the Company
and/or the Principal  Stockholder  pursuant to this Agreement,  contains or will
contain at the Closing Date any untrue statement of a material fact, or omits or
will omit at the Closing Date to state any material  fact  necessary in order to
make the statements  contained herein or therein,  in light of the circumstances
under which made, not misleading.


                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND WMAC

Acquiror represents and warrants to the Stockholders and the Company, subject to
such  exceptions  as are  specifically  disclosed  in the  disclosure  schedules
supplied by Acquiror  to the  Company  and the  Stockholders  and dated the date
hereof (the "Acquiror Schedules"), as follows:

3.1 Organization, Standing and Power of Acquiror. Acquiror is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  Acquiror  has  the  corporate  power  to own,  operate  and  lease  its
properties and to carry on its business as now being conducted. Acquiror is duly
qualified  or  licensed  to conduct its  business  and is in good  standing as a
foreign corporation in each jurisdiction in which the failure to be so qualified
would  have a  material  adverse  effect  on  the  business,  assets  (including
intangible assets), financial condition,  results of operations,  liabilities or
prospects of the Acquiror. Acquiror has delivered a true and correct copy of its
Certificate  of  Incorporation  and  Bylaws,  each as  amended  to date,  to the
Stockholders' Agent.

3.2  Authority  of  Acquiror.  Acquiror has all  requisite  corporate  power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all necessary  corporate  action on the part of Acquiror.  This Agreement has
been duly  executed  and  delivered by Acquiror  and  constitutes  the valid and
binding  obligation of Acquiror,  enforceable in accordance with its terms.  The
execution, delivery and performance of this Agreement by Acquiror do not, and as
of the Effective Time,  will not,  conflict with, or result in any violation of,
or default under (with or without notice or lapse of time or both), or give rise
to a right of  termination,  cancellation  or  acceleration of any obligation or
loss of any benefit under (i) any provision of the Certificate of  Incorporation
or Bylaws of Acquiror, or (ii) any mortgage, indenture, lease, license, contract
or other  agreement  or  instrument,  permit,  concession,  franchise,  license,
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to Acquiror or its properties or assets. No consent,  waiver, approval, order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative  agency or commission or other federal,  state,  county, local or
foreign  governmental  authority,  instrumentality,  agency or commission or any
third party is required by or with  respect to Acquiror in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (x) the filing of the requisite Merger documents
with  the  New  York  Department  of  State,  and  (y)  the  consents,  waivers,
authorizations, filings, approvals and registrations set forth on Schedule 3.2.

3.3 Capital Structure of Acquiror.

(a) The authorized stock of Acquiror  consists solely of (i) one hundred million
(100,000,000)  shares of Acquiror Common Stock,  par value $.001 per share,  and
(ii) five million  (5,000,000)  shares of preferred  stock,  par value $.001 per
share, of which five hundred thousand (500,000) shares are designated Series One
Preferred  Stock.  As of the date  hereof,  there are ten  million  two  hundred
seventy-two thousand seven hundred seventy-nine  (10,272,779) shares of Acquiror
Common Stock, no shares of preferred stock and no shares of Series One Preferred
Stock issued and outstanding.

(b) The shares of Acquiror  Common  Stock to be issued in  connection  with this
Agreement, when issued, will be duly authorized,  validly issued, fully paid and
nonassessable.

3.4 SEC Documents; Acquiror Financial Statements. Acquiror has furnished or made
available to the Company true and complete copies of all reports or registration
statements  filed by it with the SEC under the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") for all periods since December 31, 1999, all in
the form so filed (all the foregoing being collectively  referred to as the "SEC
Documents").  As of their respective filing dates, the SEC Documents complied in
all material  respects with the requirements of the Exchange Act and none of the
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements made therein,  in light of the circumstances in which they were made,
not misleading,  except to the extent corrected by a document subsequently filed
with the SEC.

3.5 No Material  Adverse Change.  Except as set forth in Schedule 3.5, since the
date of the balance sheet  included in Acquiror's  most recently filed report on
Form 10-Q,  Acquiror has conducted its business in the ordinary course and there
has not occurred (i) any material  adverse  change in the  financial  condition,
liabilities, assets or business of Acquiror, (ii) any amendment or change in the
Certificate  of  Incorporation  or Bylaws of  Acquiror,  or (iii) any damage to,
destruction  or loss of any  assets  of  Acquiror  (whether  or not  covered  by
insurance)  that  has or may  materially  and  adversely  effect  the  financial
condition or business of Acquiror.

3.6 Litigation. Except as set forth in Schedule 3.6 and the SEC Documents, there
is no action,  suit or  proceeding of any nature  pending or threatened  against
Acquiror,  its  properties  or  any of  its  officers  or  directors,  in  their
respective  capacities as such.  Except as set forth in Schedule 3.6 and the SEC
Documents, there is no investigation pending or threatened against Acquiror, its
properties  or any of its officers or  directors  by or before any  governmental
entity.  Schedule 3.6 and the SEC Documents set forth, to the extent known, with
respect to any pending or threatened action, suit,  proceeding or investigation,
the forum,  the parties  thereto,  the subject  matter thereof and the amount of
damages,  claims or other remedy  requested.  No governmental  entity has at any
time  challenged  or  questioned  the legal  right of  Acquiror  to conduct  its
business in the present manner or style thereof.

3.7 Compliance with Laws.  Acquiror has complied in all material  respects with,
is not in material  violation  of, and has not received any notices of violation
with  respect  to,  any  foreign,  federal,  state  or  local  statute,  law  or
regulation.

3.8 Brokers' and Finders'  Fees;  Third Party  Expenses.  Except as set forth on
Schedule  3.8,  Acquiror  has not  incurred,  nor  will it  incur,  directly  or
indirectly,  any liability for brokerage or finders' fees or agents' commissions
or any similar  charges in  connection  with this  Agreement or any  transaction
contemplated hereby.  Schedule 3.8 sets forth the principal terms and conditions
of any agreement, written or oral, with respect to such fees.

3.9  Organization,  Standing  and  Power of  WMAC.  WMAC is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.  WMAC is a newly formed entity and has not yet conducted any business.
WMAC is duly  qualified  or  licensed  to conduct  its  business  and is in good
standing as a foreign  corporation in each  jurisdiction in which the failure to
be so qualified  would have a material  adverse  effect on the business,  assets
(including  intangible  assets),  financial  condition,  results of  operations,
liabilities or prospects of the Surviving Corporation.  Acquiror has delivered a
true and correct copy of WMAC's Certificate of Incorporation and Bylaws, each as
amended to date, to the Company.

3.10 Authority of WMAC. WMAC has all requisite  corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action on the part of WMAC. This Agreement has been duly executed and
delivered  by WMAC and  constitutes  the valid and binding  obligation  of WMAC,
enforceable  in  accordance  with its terms.  The  execution  and  delivery  and
performance of this Agreement by WMAC do not, and as of the Effective Time, will
not,  conflict  with,  or result in any  violation of, or default under (with or
without  notice  or  lapse  of  time,  or  both),  or give  rise  to a right  of
termination,  cancellation  or  acceleration  of any  obligation  or loss of any
benefit under (i) any provision of the Certificate of Incorporation or Bylaws of
WMAC,  or (ii)  any  mortgage,  indenture,  lease,  license,  contract  or other
agreement or  instrument,  permit,  concession,  franchise,  license,  judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to WMAC or
its properties or assets. No consent,  waiver,  approval, order or authorization
of, or  registration,  declaration  or filing  with,  any court,  administrative
agency  or  commission  or  other  federal,  state,  county,  local  or  foreign
governmental authority, instrumentality, agency or commission or any third party
is required by or with  respect to WMAC in  connection  with the  execution  and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby, except for (x) the filing of the requisite Merger documents with the New
York  Department  of  State,  and (y)  the  consents,  waivers,  authorizations,
filings, approvals and registrations set forth on Schedule 3.10.

3.11 Capital  Structure of WMAC. The  authorized  capital stock of WMAC consists
solely of two hundred (200) shares of common stock,  no par value per share,  of
which ten (10) shares are issued and outstanding as of the date hereof. Acquiror
holds 100% of the issued and outstanding common stock of WMAC.

3.12 Representations Complete. None of the representations or warranties made by
Acquiror or WMAC (as modified by the Acquiror Schedules), nor any statement made
in any schedule or  certificate  furnished by Acquiror or WMAC  pursuant to this
Agreement,  contains or will contain at the Effective Time any untrue  statement
of any material  fact, or omits or will omit at the Effective  Time to state any
material  fact  necessary in order to make the  statements  contained  herein or
therein, in light of the circumstances under which made, not misleading.


                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

4.1 Sale of Shares; Stockholder Matters.

(a) Sale of Shares.  The parties hereto  acknowledge and agree that the Acquiror
Common  Stock  issuable  to  the  Stockholders   shall  constitute   "restricted
securities"  within the meaning of the  Securities  Act.  The  certificates  for
shares of Acquiror Common Stock to be issued  hereunder  shall bear  appropriate
legends to identify such privately  placed shares as being  restricted under the
Securities  Act and to comply  with  applicable  state  securities  laws.  It is
acknowledged  and  understood  that  Acquiror is relying  upon  certain  written
representations made by the Principal Stockholder.

(b) Additional Assurances. At the request of Acquiror, the Principal Stockholder
shall execute and deliver to Acquiror such  instruments  and do and perform such
acts  and  things  as may be  necessary  or  desirable  for  complying  with all
applicable securities laws and state corporate laws.

4.2      Access to Information.

(a) The Company shall afford to Acquiror and its accountants,  counsel and other
representatives,  reasonable  access  during  normal  business  hours during the
period prior to the Closing Date to (i) all of its properties, books, contracts,
commitments and records, and (ii) all other information concerning its business,
properties and personnel (subject to restrictions  imposed by applicable law) as
Acquiror may reasonably  request.  No  information or knowledge  obtained in any
investigation  pursuant  to this  Section  4.2(a)  shall  affect or be deemed to
modify any  representation or warranty contained herein or the conditions of the
parties to consummate the transactions contemplated herein.

(b) Acquiror shall afford to the Company and its accountants,  counsel and other
representatives,  reasonable  access  during  normal  business  hours during the
period prior to the Closing Date to (i) all of its properties, books, contracts,
commitments and records, and (ii) all other information concerning its business,
properties and personnel (subject to restrictions  imposed by applicable law) as
the Company may reasonably  request. No information or knowledge obtained in any
investigation  pursuant  to this  Section  4.2(b)  shall  affect or be deemed to
modify any  representation or warranty contained herein or the conditions of the
parties to consummate the transactions contemplated herein.

4.3  Confidentiality.  It is understood  that the  respective  businesses of the
Acquiror and the Company, and all matters related thereto, are of a confidential
nature. Prior to the date hereof, there may have been revealed,  and on or after
the date  hereof  there may be  revealed,  to  Acquiror  and its  affiliates  or
representatives, on the one hand, or to the Company or the Principal Stockholder
and their respective affiliates and representatives, on the other, "Confidential
Information,"  as defined  below,  concerning  the  business  of Acquiror or the
business of the Company. In consideration for and as an additional inducement to
the parties to execute, deliver and perform this Agreement,  each of the parties
hereto hereby agrees that,  following the  termination  of this Agreement or any
other failure of the transactions contemplated herein to be consummated, neither
party  shall  divulge or  appropriate  for their own use,  or for the use of any
third party,  any  Confidential  Information of the other party. As used herein,
the  term  "Confidential  Information"  means  the  following  oral  or  written
information relating to each party's business: know-how, technology, inventions,
designs,  methodologies,  trade secrets, patents, secret processes and formulae,
information  relating  to the  development,  research,  testing,  manufacturing,
marketing,  sales,  distribution  and uses of  products,  sources  of  supplies,
budgets and strategic plans, the identity and special needs of customers, plants
and other  properties,  and any other  information  which may give the party who
received such  Confidential  Information  an  opportunity to obtain an advantage
over its competitors who do not know or use such information; provided, however,
that  the  term  "Confidential  Information"  shall  not  include  (i) any  such
information  that,  prior to its use or disclosure  by any party hereto,  can be
shown to have been in the  public  domain or  generally  known or  available  to
customers,  suppliers or competitors of the business of Acquiror or the Company,
as the case may be,  through no breach of the  provisions of this Section 4.3 or
other non-disclosure covenants that were executed for the benefit of Acquiror or
the Company,  as the case may be, (ii) any such  information  that, prior to its
use or  disclosure by any party hereto was  rightfully in the receiving  party's
possession,  without  violation of the  provisions  of this Section 4.3 or other
non-disclosure  covenants  that were executed for the benefit of Acquiror or the
Company,  as the case may be, or (iii) any such  information  that, prior to its
use or disclosure by Acquiror or the Company,  as the case may be, was developed
by such party without  violation of the  provisions of this Section 4.3 or other
non-disclosure  covenants  that were executed for the benefit of Acquiror or the
Company,  as the case may be. The parties  hereto hereby  acknowledge  and agree
that  the  breach  by any of the  parties  hereto  of the  restrictive  covenant
contained in this Section 4.3 would cause irreparable  injury to the other party
and that the remedy at law for any such breach would be inadequate. As a result,
each of the parties  hereto  hereby  covenants,  agrees and  consents  that,  in
addition to any other  available  remedy,  temporary  and  permanent  injunctive
relief  may be granted  in any  proceeding  which may be brought by any party to
this  Agreement  to enforce the  restrictive  covenant  set forth above  without
necessity of proof that any other remedy at law is inadequate  and without being
required to post a bond or other security therefor.

4.4  Expenses.   Whether  or  not  the  transactions   contemplated  herein  are
consummated,  (i) all fees and expenses incurred by Acquiror or WMAC,  including
without limitation all legal, accounting,  financial,  advisory,  consulting and
all other fees and  expenses  of third  parties  ("Third  Party  Expenses"),  in
connection with the negotiation and  effectuation of the terms and conditions of
this Agreement and the transactions contemplated hereby, shall be the obligation
of  Acquiror,  and (ii) all fees and  expenses  incurred  by the  Company or the
Principal Stockholder, including without limitation all Third Party Expenses, in
connection with the negotiation and  effectuation of the terms and conditions of
this Agreement and the transactions contemplated hereby, shall be assumed by the
Surviving Corporation in connection with the Merger.

4.5 Public  Disclosure.  Prior to the Effective Time, no disclosure  (whether or
not in response to an inquiry) of the subject matter of this Agreement  shall be
made by or on behalf of any party to this Agreement  unless  approved in advance
in writing by Acquiror and the  Stockholders'  Agent,  as defined in Section 5.4
below, unless otherwise required by law or by any governmental agency.

         4.6      Intentionally left blank.

         4.7      Intentionally left blank.

         4.8      Intentionally left blank.

4.9 Registration of Merger Shares.  Acquiror hereby covenants and agrees that it
shall be a condition precedent to any "Significant Event," as defined below, for
the Stockholders to receive the same  consideration per share of Acquiror Common
Stock that the Stockholder  would have received if the shares of Acquiror Common
Stock issued hereunder had been duly registered with the Securities and Exchange
Commission  under the  Securities Act of 1933, as amended.  As used herein,  the
term  "Significant  Event"  shall  mean any  transaction  pursuant  to which (i)
Acquiror is merged with and into another  entity  pursuant to which  Acquiror is
not the surviving  entity,  or (ii) a change of "control," as defined below,  of
Acquiror occurs. As used herein, the term "control" shall mean the possession of
the power to elect the  majority  of the  members of the Board of  Directors  of
Acquiror through the ownership of voting securities in Acquiror.

4.10 Spin-Off of WMAC.  Each of the parties to this Agreement  acknowledges  and
agrees  that  the  Board of  Directors  of WMAC and the  Board of  Directors  of
Acquiror shall vote in favor of the "spin off" of WMAC from Acquiror, unless the
Principal  Stockholder  agrees  to  the  contrary,  if a  nationally  recognized
investment  banking firm determines that the ability of WMAC to raise additional
capital  is  being  inhibited  as a  result  of  its  position  as a  subsidiary
corporation of Acquiror and forwards a written notice of such  determination  to
WMAC  and  Acquiror.  In such  event,  each  holder  of  Acquiror  Common  Stock
immediately  prior to the  "spin-off"  shall receive one (1) share of the common
stock of WMAC (the "WMAC Common Stock") for each share of Acquiror  Common Stock
owned by said holder.  In furtherance of the foregoing,  the respective Board of
Directors and  stockholders  of WMAC and Acquiror shall take any and all actions
necessary  to  authorize  and issue that number of shares of WMAC  Common  Stock
necessary to effect the foregoing.

4.11 Board of Directors of Acquiror.  Simultaneous  with the Effective Time, the
Board of Directors of Acquiror will be  reconstituted  to a board  consisting of
five (5) directors, of which three (3) shall be designed by Acquiror and two (2)
shall be designated by the Board of Directors of Newco; provided,  however, that
in the event the Board of Directors of Acquiror is  reconstituted at any time or
from time to time following the Effective Date to a board  consisting of more or
less than five (5) directors, the Board of Directors of Newco shall at all times
have the right to designate at least twenty-five  percent (25%) of the directors
of the Board of Directors  of Acquiror.  In  furtherance  thereof,  the Board of
Directors and  stockholders  of Acquiror  shall take any and all actions  deemed
necessary to amend the Bylaws of Acquiror to effectuate the foregoing.

4.12 Capitalization of WMAC; Payment to the Principal Stockholder.  Upon request
by WMAC,  Acquiror shall  capitalize  WMAC with up to Nine Hundred  Thousand and
00/100 Dollars  ($900,000.00) in working capital, less the amount of any and all
funds  previously  loaned or  advanced  by the  Company by  Acquiror;  provided,
however, that prior to the Effective time Acquiror shall capitalize WMAC with an
amount  equal to  Fifty-Five  Thousand  and  00/100  Dollars  ($55,000.00)  (the
"Capitalization  Amount"),  exclusive of any and all funds previously  loaned or
advanced  to the  Company by  Acquiror.  Each of the  parties to this  Agreement
hereby acknowledges and agrees that (i) the Capitalization Amount, together with
an amount  equal to Seventy  Thousand  and 00/100  Dollars  ($70,000.00)  of the
remaining  working  capital funds to be provided by Acquiror  hereunder shall be
paid  by  WMAC  to  the  Principal  Stockholder  as  reimbursement  for  amounts
previously  advanced to the Company by the Principal  Stockholder,  and (ii) any
and all funds previously loaned or advanced to the Company by Acquiror as of the
Effective  Time shall be treated as  advances  of working  capital and shall not
constitute sums due and owing from the Company to Acquiror,  notwithstanding the
terms and  conditions  of any  letter of credit,  promissory  note or other debt
instrument to the contrary.

4.13  Additional  Documents and Further  Assurances.  Each party hereto,  at the
request  of any other  party  hereto,  shall  execute  and  deliver  such  other
instruments and do and perform such other acts and things as may be necessary or
desirable for effecting  completely the  consummation  of this Agreement and the
Merger contemplated hereby.

                                    ARTICLE V

                                 INDEMNIFICATION

5.1 Indemnification.  The parties hereby agree to the following  indemnification
rights and obligations.

(a) The  Principal  Stockholder  agrees to  indemnify,  defend and hold harmless
Acquiror and WMAC and their respective officers, directors,  employees, advisors
and  consultants,  from and against  any and all  "Damages,"  as defined  below,
arising out of any  misrepresentation or breach of or default in connection with
any of the representations,  warranties,  covenants and agreements given or made
by the Company and/or the Principal  Stockholder in this Agreement,  the Company
Schedules or any exhibit or schedule to this Agreement; provided, however, that,
in the  absence  of fraud or an  intentional  breach of the  representations  or
warranties of the Company and/or the Principal  Stockholder  hereunder,  (i) the
liability of the Principal  Stockholder for indemnification  obligations payable
under this  Section  5.1 with  respect to breaches  of the  representations  and
warranties  made  by the  Company  and/or  the  Principal  Stockholder  in  this
Agreement   shall  not  exceed  an  amount  equal  to  the  sum  of  the  Merger
Consideration  and  any  Contingent   Consideration  actually  received  by  the
Stockholders,  and (ii) the  Principal  Stockholder  shall have no obligation to
indemnify  Acquiror or WMAC until Acquiror and/or WMAC have incurred  Damages in
excess of $100,000,  in which event Acquiror  and/or WMAC shall only be entitled
to recover the Damages in excess of $100,000.  Notwithstanding  any provision to
the contrary  contained herein,  the limitations on the Principal  Stockholder's
indemnification  obligations  under this  Section  5.1(a) shall not apply to the
Principal  Stockholder's breach of any of his post-Closing  covenants under this
Agreement, if any.

(b)  Acquiror  hereby  agrees  to  indemnify,   defend  and  hold  harmless  the
Stockholders and the Company,  its officers,  directors and employees,  from and
against any and all Damages arising out of any misrepresentation or breach of or
default in connection with any of the representations, warranties, covenants and
agreements  given or made by Acquiror or WMAC in this Agreement,  or any exhibit
or schedule to this Agreement;  provided, however, that, in the absence of fraud
or an intentional breach of the representations or warranties of Acquiror and/or
WMAC hereunder,  (i) the liability of Acquiror for  indemnification  obligations
payable  under this Section 5.1 with respect to breaches of the  representations
and warranties  made by Acquiror  and/or WMAC in this Agreement shall not exceed
an  amount  equal  to the sum of the  Merger  Consideration  and the  Contingent
Consideration,  and (ii)  Acquiror  shall have no  obligation  to indemnify  the
Stockholders  or the Company  until the  Company  and/or the  Stockholders  have
incurred Damages in excess of $100,000,  in which event the Stockholders  and/or
the Company shall only be entitled to recover the Damages in excess of $100,000.
Notwithstanding  any provision to the contrary contained herein, the limitations
on Acquiror's  indemnification  obligations  under this Section 5.1(b) shall not
apply to  Acquiror's  breach of any of its  post-Closing  covenants  under  this
Agreement,  including  without  limitation  any  and all of  Acquiror's  payment
obligations  under this  Agreement,  such as, but not limited to, (A) Acquiror's
obligation  to  pay  any  Contingent  Consideration  to  the  Stockholders,  (B)
Acquiror's  obligation  to  contribute  to WMAC any  consideration  received  by
Acquiror in connection  with the exercise by a Stockholder of all or any portion
of his Acquiror Options  received by said Stockholder  pursuant to the terms and
conditions  of this  Agreement,  in  accordance  with the  provisions of Section
1.6(c)  above,  and (C)  Acquiror's  obligation  to  capitalize  WMAC  with  the
Capitalization  Amount  and any and all  additional  amounts  requested  by WMAC
pursuant to the terms and conditions of Section 4.12 above.

(c)  Notwithstanding  the foregoing,  Acquiror and the Stockholders  agree that,
except for claims regarding (i) the delivery of the Merger  Consideration,  (ii)
any equitable  remedy  necessitated by a breach of Section 4.3, or (iii) a claim
for  specific   performance   in   accordance   with   Section  6.7,   that  the
indemnification under this Article shall be the sole and exclusive remedy of the
parties for breaches of this Agreement.

(d) For  purposes  of this  Article,  the  term  "Damages"  shall  mean  the net
after-tax  consequences  (after giving  effect to any insurance  proceeds to the
extent said proceeds are applicable to any claim for indemnification  under this
Section  5.1),  of any and all losses,  costs,  damages,  liabilities,  expenses
arising from claims,  demands,  actions and causes of action,  including without
limitation reasonable legal fees, whether from a third party or otherwise.

         5.2      Indemnification Procedures.

(a) Promptly upon obtaining knowledge of any claim, event, statement of facts or
demand   which  has  given  rise  to,  or  could  give  rise  to,  a  claim  for
indemnification  hereunder,  the party  seeking  indemnification  under  Section
5.1(a) or 5.1(b), as applicable (in either case, the "Indemnified Party"), shall
give  written  notice of such claim or demand (a "Notice of Claim") to the party
from which  indemnification is sought (the  "Indemnifying  Party") setting forth
the  amount  of  such  claim.  The  Indemnified   Party  shall  furnish  to  the
Indemnifying  Party in reasonable  detail,  such information as it may have with
respect to said claim,  including  any third party claim (a "Third Party Claim")
(including  copies of any summons,  complaint or other  pleading  which may have
been  served on it and any  written  claim,  demand,  invoice,  billing or other
document  evidencing  or  asserting  the  same).  No  failure  or  delay  by the
Indemnified  Party in the performance of the foregoing shall reduce or otherwise
affect  the  obligation  of the  Indemnifying  Party to  indemnify  and hold the
Indemnified  Party  harmless,  except to the extent  that such  failure or delay
shall  have  adversely  affected  the  Indemnifying  Party's  ability  to defend
against,  settle or satisfy any  liability,  damage,  loss,  claim or demand for
which indemnification is sought hereunder.

(b) The Indemnifying Party shall be entitled to assume and have the sole control
over the defense and  settlement of such action or claim by  delivering  written
notice of such intention within ten (10) days of the date the Indemnifying Party
is deemed to have received the Notice of Claim. In the event that such notice is
not delivered to the Indemnifying  Party, the Indemnifying Party shall be deemed
not to have assumed  control over the defense and  settlement of the action.  If
the Indemnifying Party does not assume control over the defense of such claim in
accordance with the foregoing  provisions,  the Indemnified Party shall have the
right to assume and have sole  control over the defense and  settlement  of that
claim, in which case the  Indemnifying  Party shall pay all reasonable costs and
expenses of such defense or settlement. The Indemnified Party shall conduct such
defense in good faith and shall have the right to settle the matter  without the
prior written consent of the Indemnifying Party.

(c) In the event the  Indemnifying  Party  elects  to  assume  control  over the
defense of any such action in accordance with the foregoing provisions,  (i) the
Indemnified  Party shall be entitled to participate in the defense of that claim
and, in connection  therewith,  to employ  counsel at its own expense,  (ii) the
Indemnifying  Party shall not be liable to the  Indemnified  Party for any legal
fees,  costs and expenses  incurred by the Indemnified  Party in connection with
the defense thereof after the date on which the Indemnifying  Party notifies the
Indemnified  Party of its election,  (iii) the Indemnified Party shall cooperate
fully with the  Indemnifying  Party in such defense,  and (iv) without the prior
written  consent  of  the  Indemnified   Party,   which  consent  shall  not  be
unreasonably  withheld, the Indemnifying Party shall not consent to the entry of
any  judgment  or enter  into any  settlement  that  requires  any action by the
Indemnified Party other than the payment of money.

(d) For  purposes  of this  Section  5.2,  the  Notice of Claim  shall be deemed
delivered  (i) on the third  business  day after the date of the postmark on the
registered  or certified  mail  containing  the Notice of Claim,  or (ii) if the
Notice of Claim is personally delivered, on the date of such personal delivery.

5.3 Recovery of Indemnification  Obligations. The parties hereto acknowledge and
agree that  Acquiror's  and WMAC's  sole  recourse  to recover for its rights to
indemnification  under  Section  5.1(a)  above shall be limited to the return by
each  Stockholder of the number of shares of Acquiror Common Stock sufficient to
satisfy  such  Stockholder's  pro rata  portion  of the  indemnified  claim.  In
addition, the Stockholders hereby acknowledge and agree that their sole recourse
to recover for their respective rights to  indemnification  under Section 5.1(b)
above shall be limited to the issuance of a number of shares of Acquiror  Common
Stock (all of which  shall be issued  subject to the  restrictions  set forth in
Section 2.19 above)  sufficient to satisfy the  Stockholders'  indemnified claim
or, at the  election of  Acquiror,  a cash  payment  equal to the amount of such
claim. In the event that the Stockholders return shares of Acquiror Common Stock
to the Acquiror,  or the Acquiror  issues  additional  shares of Acquiror Common
Stock to the  Stockholders in accordance  with the foregoing,  the value of each
share of Acquiror  Common  Stock to be  returned or issued,  as the case may be,
shall be  determined  based upon the average  closing  sales price of a share of
Acquiror  Common  Stock  for  the  thirty  (30)  day  period  ending  on the day
immediately  prior to the date that it is determined that the indemnified  claim
is valid.

         5.4      Stockholders' Agent.

(a) S. Patrick Martin shall be and hereby is constituted  and appointed as agent
and  attorney  in fact  (the  "Stockholders'  Agent")  for and on  behalf of the
Company  and  each  of  the   Stockholders  to  give  and  receive  notices  and
communications,  to authorize  delivery to Acquiror of Acquiror  Common Stock or
other property in satisfaction of indemnification claims under this Article VII,
to object to such deliveries, to agree to, negotiate, enter into settlements and
compromises  of, and demand  arbitration  and comply  with  orders of courts and
awards of  arbitrators  with  respect to such  claims,  and to take all  actions
necessary  or  appropriate  in the judgment of the  Stockholders'  Agent for the
accomplishment of the foregoing.  Such agency may be changed by the holders of a
majority in interest of the Merger Shares owned by the Stockholders from time to
time upon not less than ten (10) days' prior written notice to Acquiror. No bond
shall be required of the Stockholders'  Agent, and the Stockholders' Agent shall
receive no compensation for his services.  Notices or  communications to or from
the Stockholders'  Agent shall constitute notice to or from the Company and each
of the Stockholders.

(b) The Stockholders'  Agent shall not be liable to the Stockholders for any act
done or omitted hereunder as the Stockholders'  Agent while acting in good faith
and in the exercise of reasonable judgment, and any act done or omitted pursuant
to the advice of counsel  shall be conclusive  evidence of such good faith.  The
Stockholders  shall  severally  indemnify the  Stockholders'  Agent and hold him
harmless  against  any  loss,   liability  or  expense  incurred  without  gross
negligence or bad faith on the part of the  Stockholders'  Agent and arising out
of or in  connection  with  the  acceptance  or  administration  of  his  duties
hereunder.

5.5 Actions of the Stockholders' Agent. A decision,  act, consent or instruction
of the  Stockholders'  Agent shall constitute a decision of all Stockholders and
shall  be  final,  binding  and  conclusive  upon  the  Company  and  each  such
Stockholder,  and Acquiror and WMAC may rely upon any decision,  act, consent or
instruction of the  Stockholders'  Agent as being the decision,  act, consent or
instruction  of the Company and each and every such  Stockholder.  Acquiror  and
WMAC are hereby  relieved  from any liability to any person for any acts done by
them in  accordance  with such  decision,  act,  consent or  instruction  of the
Stockholders' Agent.



                                   ARTICLE VI
                               GENERAL PROVISIONS

6.1 Survival of Representations, Warranties and Agreements. All representations,
warranties,  covenants  and  agreements in this  Agreement or in any  instrument
delivered  pursuant to this  Agreement  shall  survive the  consummation  of the
Merger; provided, however, that all representations,  warranties,  covenants and
agreements to be performed or complied  with prior to the  Effective  Time shall
terminate twelve (12) months after the Effective Time.

6.2 Notices. All notices and other communications  hereunder shall be in writing
and shall be deemed  given if delivered  personally  or by  commercial  delivery
service, or mailed by registered or certified mail (return receipt requested) or
sent via facsimile (with acknowledgment of complete transmission) to the parties
at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

                  (a)      if to Acquiror or WMAC, to:

                           CGI Holding Corporation
                           8400 Brookfield Avenue
                           Brookfield, Illinois  60513
                           Attention:  Mr. John Giura, President
                           Facsimile: (708) 387-2599

                           with a copy to:

                           GoodSmith, Gregg & Unruh
                           300 South Wacker
                           Suite 3100
                           Chicago, Illinois  60606
                           Attention:  Marilee C. Unruh, Esq.
                           Facsimile:  (312) 322-0056

                  (b)      if to the Company or the Principal Stockholder, to:

                           World Mall, Inc.
                           630 Davis Drive
                           Suite 140
                           Morrisville, North Carolina  27560
                           Attention:  Mr. S. Patrick Martin, President
                                            and Chief Executive Officer
                           Facsimile:  (919) 433-3030

                           with a copy to:

                           Harris Beach LLP
                           130 East Main Street
                           Rochester, New York  14604
                           Attention:  Patrick J. Dalton, Esq.
                           Facsimile:  (716) 955-4965


6.3 Table of Contents; Headings. The table of contents and headings contained in
this  Agreement are for reference  purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

6.4 Entire  Agreement;  Assignment.  This Agreement,  the Schedules and Exhibits
hereto, and the documents and instruments and other agreements referenced herein
among the parties hereto (i) constitute the entire  agreement  among the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof, (ii) are not intended to confer upon any other person any
rights or remedies  hereunder,  and (iii) shall not be assigned by  operation of
law or otherwise.

6.5  Severability.  In the event that any  provision  of this  Agreement  or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as to reasonably  effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.


6.6  Rules of  Construction.  The  parties  hereto  agree  that  they  have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

6.7 Specific Performance. The parties hereto agree that irreparable damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  hereof in any court of the United States or any state
having  jurisdiction,  this being in addition to any other  remedy to which they
are entitled at law or in equity.

6.8  Waivers.  No waiver of any of the  provisions  of this  Agreement  shall be
deemed or shall constitute a waiver of any other provision hereof, nor shall any
such waiver constitute a continuing waiver unless otherwise  expressly  provided
in such waiver.

6.9 Amendment.  In compliance with applicable law, this Agreement may be amended
by the  parties  hereto at any time by  execution  of an  instrument  in writing
signed on behalf of each of the parties hereto.

6.10  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

6.11  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when one or more counterparts have been signed by each of the parties,
it being understood that all parties need not sign the same counterpart.




IN WITNESS WHEREOF,  Acquiror, the Company and the Stockholders have caused this
Agreement to be signed as of the date first written above.

                              CGI HOLDING CORPORATION
                              By:
                              John Giura, President

                              WORLD MALL ACQUISITION CORPORATION
                              By:
                              S.Patrick Martin, President



                              WORLD MALL, INC.
                              By:
                              S. Patrick Martin, President and
                              Chief Executive Officer

                              STOCKHOLDERS:


                                            S. Patrick Martin

                                            Kristen Albright

                                            Richard H. Albright, Jr.

                                            Sandra Cansaul

                                            Shannon Cansaul

                                            Arunas Chesonis

                                            CORE BUSINESS SOLUTIONS

                                            By:
                                            Title:
                                           Patrick J. Dalton

                                           Thomas A. DeSimon

                                           Lucia Ann Dwyer, as Joint Tenant with
                                           a Right of Survivorship with
                                           Thomas Dwyer



Thomas Dwyer, as Joint Tenant with a
Right of Survivorship with Lucia Ann Dwyer


Laura J. Flynn, as Joint Tenant with
a Right of Survivorship with Terrance P. Flynn

Terrance P. Flynn, as Joint Tenant with
a Right of Survivorship with Laura J. Flynn

Elizabeth F. Fogarty

Francis M. Fogarty


Karen Fogarty


Prem N. Gupta, as Joint Tenant with
a Right of Survivorship with Rama R. Gupta


Rama R. Gupta, as Joint Tenant with a
Right of Survivorship with Prem N. Gupta


Edwin Hufsmith


Benton Kendig


Chadd Lomoglio


James A. Martin


Michael J. Masino


Nicholas Masterpole, Jr.


Christopher Moss


Daniel J. Moore


 Archie Neisz

 OXFORD GROUP ASSOCIATES

 By:    _____________________________
 Title:  _____________________________

Joseph D. Picciotti

Justin M. Rapp

Shari Tenzer-Urtz

Hugh R. Thomas

DISCLOSURE SCHEDULES OF CGI HOLDING CORPORATION


3.2                    Authority of Acquiror

3.5                    No Material Adverse Change

3.6                    Litigation

3.8                    Brokers' and Finders' Fees:  Third-Party Expenses

3.10                   Authority of WMAC

DISCLOSURE SCHEDULES OF WORLD MALL, INC.

1.6                    Distribution of Merger Consolidation

2.2(a)                 List of Stockholders

2.2(b)                 Outstanding Options and Warrants

2.3                    Subsidiaries

2.4                    Conflicts; Violations; Consents

2.5                    Undisclosed Liabilities

2.6                    Material Changes Since December 1,  2000

2.8(a)                 Financial Statements Delivered to CGI

2.8(b)                 Financial Projections Delivered to CGI

2.9(a)                 Real Property Owned by World Mall/Real Property
                       Leased by World Mall

2.9(b)                 Liens on Real Property Owned or Leased by World Mall

2.10                   Litigation

2.11                   Insurance

2.12                   Material Agreements

2.15                   Broker/Finder Fees; Agent Commissions

2.16(a)                List of Current Employees

2.16(b)                Employment Agreement; Plans; Policies

2.16(e)                Wage Arrears

2.16(f)                Labor Disputes

2.17                   Intellectual Property
2.18                   Bank Accounts

2.20                   Government Consents

2.21                   Business Outside the Ordinary Course Since
                       December 1, 2000

Item 7. Financial Statements



                          INDEPENDENT AUDITOR'S REPORT


World Mall.Com
1988 South Clinton Avenue
Rochester, NY 14618-5620


We have audited the accompanying balance sheets of World Mall.Com as of December
31, 2000 and the related  statements of operations,  retained  earnings and cash
flows for the year then ended. These financial statements are the responsibility
of the  company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audit provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of World Mall.Com as of December
31, 2000 and the results of its  operations  and its cash flow for the year then
ended, in conformity with generally accepted accounting principles.




/s/Poulos & Bayer

Poulos & Bayer
March 19, 2001


                   TABLE OF CONTENTS


EXHIBIT "A"                 -   Balance Sheet
                                December 31, 2000

EXHIBIT "B"                 -   Statement  of Shareholders' Equity
                                Twelve Months Ended December 31, 2000

EXHIBIT "C"                 -  Consolidated Statement of Operations
                                Year Ended December 31, 2000

EXHIBIT "D"                 -   Statement of Cash Flows
                                Year Ended December 31, 2000

EXHIBIT "E"                 -   Footnotes to Financial Statements
                                December 31, 2000



                                   EXHIBIT "A"

                                 WORLD MALL.COM
                                  BALANCE SHEET
                                DECEMBER 31,2000


                                     ASSETS
Current Assets
 Cash in Bank                                $99,703
 Accounts Receivable
 (Net of allowance of $50,000)               293,574
 Prepaid Expenses                             45,063
                                         ------------
Total Current Assets                                    $438,340

Fixed Assets
 Furniture and Equipment                     $19,233
 Less:  Accumulated Depreciation               2,360
                                         ------------
Net Fixed Assets                                          16,873

Other Assets
 Deposits  (Note A)                                       86,503
                                                      -----------

       TOTAL ASSETS                                     $541,716
                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts Payable                           $228,992
 Loans Payable                                12,636
 Deferred Revenue (Note B)                   146,589
 Current Portion-Note Payable                 66,667
                                          -----------
Total Current Liabilities                               $454,884

Long-Term Liabilities
       Note Payable (Note C)                $185,528
       Less:  Current Portion                 66,668
                                          -----------
Net Long-Term Liabilities                                118,860

Stockholders' Equity
 Equity Advances-CGI Holdings
 (Note D)                                   $470,000
 Common Stock (20,000,000 authorized,
 9,274,499 issued)                             9,274
 Paid in Capital                             401,030
 Retained Earnings                          (912,332)
                                          -----------
       Total Stockholders' Equity                        (32,028)
                                                       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $541,716
                                                       ===========
                                   EXHIBIT "B"

                                 WORLD MALL.COM
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                DECEMBER 31,2000




                        EQUITY     COMMON       PAID IN      RETAINED
                      ADVANCES      STOCK       CAPITAL      EARNINGS
                    ------------ ------------ ------------ ------------

JANUARY 1, 2000              $0        $8,457     $118,243     ($65,923)

NET LOSS                      0             0            0     (846,409)

ISSURANCE OF SHARES           0           817      282,787            0

EQUITY ADVANCE          470,000             0            0            0

                    ------------ ------------ ------------ ------------
DECEMBER 31, 2000      $470,000        $9,274     $401,030    ($912,332)
                    ============ ============ ============ ============


                                   EXHIBIT "C"

                                 WORLD MALL.COM
                      CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000


                                               AMOUNT              PERCENT
                                           ---------------      ---------------

NET SALES                                        $901,732              100.00%

OPERATING EXPENSES                                204,222               22.65%

SELLING EXPENSES                                  864,888               95.91%

FINANCE EXPENSES                                  394,769               43.78%

OTHER EXPENSES                                    265,435               29.44%

INTEREST EXPENSE                                   18,826                2.09%
                                           ---------------      ---------------

NET LOSS                                        ($846,409)             -93.86%
                                           ===============      ===============
                                   EXHIBIT "D"

                                 WORLD MALL.COM
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2000


Cash Flows from Operating Activities
      Net Loss                                     ($846,409)
      Non Cash Items to Reconcile Net  Loss with Net Cash
      Depreciation                                     2,360
Other Changes
      Accounts Receivable- Increase                 (284,493)
      Prepaid Expenses-Increase                      (32,442)
      Accounts Payable-Increase                      223,437
      Deferred Income-Increase                       138,531
      Other Assets-Increase                          (77,253)
                                                  -----------
Net Cash Used By Operating Activities                           ($876,269)

Cash Flows from Investing Activities
      Fixed Assets Acquired                                       (19,234)

Cash Flow from Financing  Activities
      Net Loans                                     $185,528
      Equity Advances                                470,000
      Common Stock Proceeds                          283,604
                                                  -----------
Net Cash Provided by Financing Activities                         939,132
                                                               -----------

Net Cash Increase                                                 $43,629

Cash Balance January 1                                             56,074
                                                               -----------

Cash Balance December 31                                          $99,703
                                                               ===========
                                   EXHIBIT "E"

                                 WORLD MALL.COM
                        FOOTNOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



  I    Company Background
This company was  incorporated  in October 1999 in the State of New York.  It is
primarily  engaged in the internet  industry and provides web site  development,
hosting  support,  maintenance  and an on-line  shopping  mall through which web
sites may be accessed.

  II   Significant Accounting Policies
The company recognizes income in the period that it is earned,  thus giving rise
to deferred  income that is  reflected  on the balance  sheet.  These  Financial
Statements  reflect the  combined  activities  of the company and it's  Canadian
subsidiary.

 III   Notes to the Financial Statements
          Note A)  Deposits
             Deposits on Office Equipment                           $4,938
             Deposit on Computer Lease                                 363
             Deposits on Office Space                               81,202
                                                              -------------
                                  Total                            $86,503
                                                              =============

Note B) Deferred  Revenue
All  services  that are  billed in any given  month have a product  code,  which
determines  the length of service to the  related  billing.  Any  portion of the
billing which is for future periods is deferred.

Note C) Notes Payable
In  consideration  of voiding a royalty  agreement  (re:  the  domain  name) the
company  negotiated a lump sum settlement of $200,000.  This amount was borrowed
from High Falls Development of Rochester,  NY. The note is dated August 25, 2000
and provides for a monthly  repayment of $5,555.56 plus interest at prime plus 2
with a ceiling of 12.5% and floor of 11.5%.  The  maturity  date is  November 1,
2003.
             Scheduled principal payments
                             2001         66,666.72
                             2002         66,666.72
                             2003         52,194.32

Note D) Equity Advances
In  contemplation  of a merger with C.G.I.  Holding of  Brookfield,  Illinois (a
publicly  traded  company)  to be  completed  in 2001,  C.G.I.  Corporation  has
advanced the company $470,000. Of this amount $420,000 has been in cash advances
and $50,000 rent deposit for additional office space in North Carolina.

This merger will result in a common share  exchange  between the  companies.  No
shares of the company were issued to C.G.I.  Corporation as of the balance sheet
date.

Note E) Commitments
The company currently rents three office spaces.
1)Administration,  Rochester,  N.Y. No lease, monthly rent $731.00 on a month to
month.

2)Sales and  Development  Office,  N.C.  Terms of Lease  12/01/00 for 63 months,
monthly rented $12,422.13.

3)Support Office,  Carleton Place,  Ontario,  Canada.  No lease,  monthly rented
$1,337.50 (Canadian Dollars)

The company leases all required computer and related equipment, generally over a
36 month period. The monthly lease charges are expensed as they are incurred.

Note F) Contingencies
The  company  is in  litigation  with Cat Tales  Collectibles,  Inc.,  in a suit
representing false representations.  The company denies the allegation.  Damages
being sought against the company are $15,000.
[{"type": "8-K", "sequence": "1", "filename": "worldmall.txt", "description": "REPORT FOR ACQUISITION OF WORLDMALL.COM", "secsgml_size_bytes": 114338}]
{"company-data": {"conformed-name": "CGI HOLDING CORP", "cik": "0000829323", "assigned-sic": "8731", "irs-number": "870450450", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19980-D", "film-number": "1641284"}, "business-address": {"street1": "8400 BROOKFIELD AVENUE", "city": "BROOKFIELD", "state": "IL", "zip": "60513", "phone": "7083570900"}, "mail-address": {"street1": "8400 BROOKFIELD AVE", "city": "BROOKFIELD", "state": "IL", "zip": "60513"}, "former-company": [{"former-conformed-name": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}]}
UNITED STATES
                       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 : MAY 16, 2001

                            CGI HOLDING CORPORATION
                            -----------------------
             (Exact name of registrant as specified in its charter)

NEVADA                 33-19980-D                    87-0450450
--------------        -------------------           ---------------------
(STATE OF              (COMMISSION FILE               (IRS EMPLOYER
INCORPORATION)          NUMBER)                      IDENTIFICATION NUMBER)

               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
-------------------------------------------------------------------------------
              (Address of prinicipal executive offices)(zip code)

Registrants telephone number, including area code (708) 387-0900

Item 2. Acquisition or Disposition of Assets.

CGI Holding Corporation acquired 100% of the issued and outstanding common stock
of World Mall.Com, A New York Corporation effective March 27, 2001.

The company  acquired  9,331,903  shares and issued to the shareholders of World
Mall 6,186,515  shares of CGI common stock. The value of CGI common share on the
effective date was $.30 per share or a total of $1,855,955.

In  addition to the  purchase  price the company  had  advanced  World  Mall.Com
$739,500 for working capital and expansion activities prior to effective date of
the acquisition.

The terms of the agreement are more particularly set forth in the 'Agreement and
Plan of Reorganization attached hereto.

                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                             CGI HOLDING CORPORATION

                       WORLD MALL ACQUISITION CORPORATION

                                WORLD MALL, INC.

                                S. PATRICK MARTIN

                                       AND

                   THE OTHER STOCKHOLDERS OF WORLD MALL, INC.

                           Dated as of March 27, 2001

                                     - 22 -

                                      - i -
                                TABLE OF CONTENTS

                                                                        Page
RECITALS .................................................................0
ARTICLE I - THE MERGER ...................................................0
   1.1   The Merger ......................................................0
   1.2   Closing; Effective Time .........................................2
   1.3   Effect of the Merger ............................................2
   1.4   Certificate of Incorporation; Bylaws ............................2
   1.5   Directors and Officers ..........................................2
   1.6   Consideration to Be Issued; Effect on Common Stock ..............2
   1.7   Adjustments to Merger Consideration .............................3
   1.8   Payment .........................................................3
   1.9   Surrender of Certificates .......................................3
   1.10    Lost, Stolen or Destroyed Certificates ........................3
   1.11    Contingent Consideration ......................................4
   1.12    Tax Consequences ..............................................5
   1.13    Exemption from Registration ...................................5
   1.14    Taking of Necessary Action; Further Action ....................5
   1.15    Operations of WMAC ............................................5
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                        AND THE PRINCIPAL STOCKHOLDER ....................6
   2.1   Organization of the Company .....................................6
   2.2   Company Capital Structure .......................................6
   2.3   Subsidiaries ....................................................6
   2.4   Authority; Ownership of Company Common Stock ....................6
   2.5   No Undisclosed Liabilities ......................................7
   2.6   No Changes ......................................................7
   2.7   Tax and Other Returns and Reports ...............................7
   2.8   Financial Information ...........................................8
   2.9   Title to Properties; Absence of Liens and Encumbrances ..........8
   2.10    Litigation ....................................................8
   2.11    Insurance .....................................................8
   2.12    Contracts .....................................................9
   2.13    Compliance with Laws ..........................................9
   2.14    Minute Books ..................................................9
   2.15    Brokers' and Finders' Fees; Third Party Expenses ..............9
   2.16    Employee Matters and Benefit Plans ............................9
   2.17    Intellectual Property .........................................10
   2.18    Bank Accounts .................................................11
   2.19    Investment in Acquiror Common Stock ...........................11
   2.20    Government Consents ...........................................12
   2.21    Absence of Certain Changes and Events .........................12
   2.22    Representations Complete 12
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND
                           WMAC ..........................................12
   3.1   Organization, Standing and Power of Acquiror ....................12
   3.2   Authority of Acquiror ...........................................12
   3.3   Capital Structure of Acquiror ...................................13
   3.4   SEC Documents; Acquiror Financial Statements ....................13
   3.5   No Material Adverse Change ......................................13
   3.6   Litigation ......................................................13
   3.7   Compliance with Laws ............................................14
   3.8   Brokers' and Finders' Fees; Third Party Expenses ................14
   3.9   Organization, Standing and Power of WMAC ........................14
   3.10    Authority of WMAC .............................................14
   3.11    Capital Structure of WMAC .....................................14
   3.12    Representations Complete ......................................15
ARTICLE IV - ADDITIONAL AGREEMENTS .......................................15
   4.1   Sale of Shares; Stockholder Matters .............................15
   4.2   Access to Information ...........................................15
   4.3   Confidentiality .................................................15
   4.4   Expenses ........................................................16
   4.5   Public Disclosure ...............................................16
   4.6   Intentionally left blank ........................................16
   4.7   Intentionally left blank ........................................16
   4.8   Intentionally left blank ........................................16
   4.9     Registration of Merger Shares. ................................16
   4.10    Spin-Off of WMAC ..............................................17
   4.11    Board of Directors of Acquiror ................................18
   4.12    Capitalization of WMAC; Payment to the Principal Stockholder ..18
   4.13    Additional Documents and Further Assurances ...................17
ARTICLE V - INDEMNIFICATION ..............................................18
   5.1   Indemnification .................................................18
   5.2   Indemnification Procedures ......................................19
   5.3   Recovery of Indemnification Obligations .........................20
   5.4   Stockholders' Agent .............................................20
   5.5   Actions of the Stockholders' Agent ..............................20
ARTICLE VI - GENERAL PROVISIONS ..........................................21
   6.1   Survival of Representations, Warranties and Agreements ..........21
   6.2   Notices .........................................................21
   6.3   Table of Contents; Headings .....................................22
   6.4   Entire Agreement; Assignment ....................................22
   6.5   Severability ....................................................22
   6.6   Rules of Construction ...........................................22
   6.7   Specific Performance ............................................22
   6.8   Waivers .........................................................22
   6.9   Amendment .......................................................22
   6.10    Governing Law .................................................22
   6.11    Counterparts ..................................................22

                      AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered
into as of March  27,  2001,  by and  among CGI  Holding  Corporation,  a Nevada
corporation  ("Acquiror"),  World  Mall  Acquisition  Corporation,  a  New  York
corporation  to be formed by Acquiror  ("WMAC"),  World Mall,  Inc.,  a New York
corporation (the "Company"), S. Patrick Martin, the principal stockholder of the
Company (the "Principal Stockholder"), and the other stockholders of the Company
(together with the Principal Stockholder, the "Stockholders").

                                    RECITALS

A........The  Boards of Directors of each of the Company and Acquiror believe it
is in the best interests of each company and their respective  shareholders that
WMAC, a  wholly-owned  subsidiary  of Acquiror,  and the Company  combine into a
single  company  through the statutory  merger of the Company with and into WMAC
(the "Merger") and, in furtherance thereof, have approved the Merger.

B........Pursuant  to the Merger,  among other things,  and subject to the terms
and conditions of this Agreement,  all of the issued and  outstanding  shares of
common stock of the Company  ("Company  Common  Stock") shall be converted  into
shares of voting common stock of Acquiror ("Acquiror Common Stock"),  and all of
the  outstanding  options and warrants to purchase shares of common stock of the
Company  ("Company  Options") shall be converted into options to purchase shares
of voting common stock of Acquiror ("Acquiror Options").

C........The  Company,  the Principal  Stockholder,  Acquiror and WMAC desire to
make certain  representations  and warranties and other agreements in connection
with the Merger.

NOW, THEREFORE,  in consideration of the premises set forth above and the mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

                                    ARTICLE I

THE MERGER

1.1......The  Merger.  At the "Effective Time," as defined in Section 1.2 below,
and subject to the terms and  conditions of this  Agreement  and the  applicable
provisions of the New York Business Corporation Law ("New York Law"):

(a)......the Company shall be merged with and into WMAC;

(b)......the separate corporate existence of the Company shall cease; and

(c)......WMAC  shall  continue as the surviving  corporation  and a wholly-owned
subsidiary of Acquiror.  WMAC as the surviving  corporation  after the Merger is
hereinafter   sometimes   referred  to  in  this  Agreement  as  the  "Surviving
Corporation."

1.2......Closing;  Effective  Time.  The closing of the Merger  (the  "Closing")
shall take place at 10:00 a.m. on March 27, 2001, at the offices of Harris Beach
LLP, 130 East Main Street,  Rochester,  New York 14604,  unless another place or
time is agreed to by Acquiror and the  Company.  The date upon which the Closing
actually  occurs is herein  referred  to as the  "Closing  Date." On the Closing
Date,  the parties  hereto shall cause the Merger to be  consummated by filing a
Certificate of Merger with the Department of State of the State of New York (the
"Merger  Agreement") in accordance with the relevant  provisions of New York Law
(the time of such filing with the  Secretary  of State of the State of New York,
as ultimately confirmed by such official, or such later time as may be set forth
in this Agreement, being referred to herein as the "Effective Time").

1.3......Effect  of the Merger.  At the Effective Time, the effect of the Merger
shall be as  provided  in the  applicable  provisions  of New York Law.  Without
limiting the generality of the foregoing,  and subject thereto, at the Effective
Time, all the property, rights, privileges, powers and franchises of the Company
shall vest in the Surviving Corporation,  and all debts,  liabilities and duties
of the Company shall become the debts,  liabilities  and duties of the Surviving
Corporation.

1.4......Certificate  of  Incorporation;  Bylaws.  At the  Effective  Time,  the
Certificate of Incorporation and Bylaws of WMAC, as in effect  immediately prior
to the Effective Time, shall be the Certificate of  Incorporation  and Bylaws of
the Surviving  Corporation  until thereafter  amended as provided by law and the
Certificate of Incorporation and/or Bylaws.

1.5......Directors  and Officers. The directors of WMAC immediately prior to the
Effective Time shall be the initial directors of the Surviving Corporation, each
to hold office in accordance with the Certificate of Incorporation and Bylaws of
the  Surviving  Corporation.  The  officers  of WMAC  immediately  prior  to the
Effective Time shall be the initial officers of the Surviving Corporation,  each
to hold office in accordance with the Bylaws of the Surviving Corporation.

1.6 Consideration to Be Issued; Effect on Common Stock.

(a)......By virtue of the Merger and without any action on the part of Acquiror,
WMAC,  the Company or the  Stockholders,  at the Effective  Time, the holders of
shares of Company Common Stock issued and outstanding  immediately  prior to the
Effective  Time shall be  entitled  to receive in the  aggregate  such number of
shares of Acquiror  Common  Stock (the  "Merger  Shares") as is equal to (i) the
"Merger  Consideration"  (as  defined in  Section  1.6(d)  below)  less (ii) all
Acquiror  Option Shares (as defined in Section 1.6(c) below).  Each  Stockholder
shall receive his or her pro rata percentage of the Merger  Consideration as set
forth on Schedule 1.6 annexed hereto.  No fraction of a share of Acquiror Common
Stock will be issued under this Section 1.6(a),  but in lieu thereof each holder
of shares of Company Common Stock who would  otherwise be entitled to a fraction
of a share of Acquiror Common Stock (after  aggregating all fractional shares of
Acquiror Common Stock to be received by such holder) shall receive from Acquiror
an amount of cash  (rounded to the  nearest  whole cent) equal to the product of
(i) such fraction,  multiplied by (ii) the mean average closing sales price of a
share of Acquiror Common Stock for the thirty (30) most recent trading days that
Acquiror Common Stock has traded ending on the trading day immediately  prior to
the Effective  Time, as reported on the Nasdaq  National  Market  Bulletin Board
(the "Closing Price").

(b)......In  addition to the  foregoing,  as  additional  Merger  Consideration,
Acquiror shall deliver the "Contingent Consideration," as defined below, if any,
due and  owing  under  Section  1.11 of this  Agreement,  payable  as  specified
therein.

(c)......At  the Effective  Time, all of the then  outstanding  Company  Options
shall be assumed by Acquiror in  accordance  with this  Section  1.6(c).  At the
Effective Time, all Company Options granted and outstanding immediately prior to
the Effective  Time shall be converted and exchanged for such number of Acquiror
Options  as is equal to (i) the  number of shares of  Company  Common  Stock for
which the  unexercised  portion of all such Company Options would be exercisable
multiplied by (ii) the Merger  Consideration  per share of Company  Common Stock
calculated on a "Fully  Diluted  Basis," as defined  below,  as of the Effective
Time (with any fraction resulting from such multiplication to be rounded down to
the nearest whole number) (the "Acquiror Option Shares"). The exercise price per
share of each such  Acquiror  Option  Share  shall be equal to (A) the  exercise
price of such Acquiror Option immediately prior to the Effective Time divided by
(B) the Merger  Consideration  per share of Company Common Stock calculated on a
Fully Diluted Basis as of the Effective  Time.  Upon  Acquiror's  receipt of any
consideration  in connection  with the exercise by a  Stockholder  of all or any
portion of his Acquiror Options which were received by said Stockholder pursuant
to  the  terms  and  conditions  of  this  Agreement,  Acquiror  shall  promptly
contribute such consideration to WMAC as an additional  capital  contribution to
be used for  working  capital.  The term "Fully  Diluted  Basis" as used in this
Agreement shall mean (x) the number of shares of Company Common Stock issued and
outstanding  as of the  Effective  Time plus (y) the number of shares of Company
Common Stock issuable pursuant to Company Options.

(d)......As  used herein,  "Merger  Consideration"  shall mean six million eight
hundred  forty-eight  thousand  five  hundred  nineteen  (6,848,519)  shares  of
Acquiror Common Stock,  which shares shall constitute forty percent (40%) of the
issued and outstanding  shares of Acquiror Common Stock immediately after giving
effect to the issuance of such shares.

1.7......Adjustments to Merger Consideration.  The Merger Consideration shall be
adjusted to reflect  fully the effect of any such stock  split,  reverse  split,
stock dividend (including any dividend or distribution of securities convertible
into  Acquiror   Common  Stock  or  Company   Common   Stock),   reorganization,
recapitalization  or other like change with respect to Acquiror  Common Stock or
Company Common Stock  occurring after the date hereof and prior to the Effective
Time.

1.8......Payment.   On  the  Closing  Date,  the  parties  shall  undertake  the
following:

(a)......The  Stockholders  shall cause to be  delivered  to Acquiror  all share
certificates  representing  Company  Common  Stock.  It shall be a condition  to
Acquiror's  obligations under Section 1.8(b) that such certificates be delivered
to Acquiror and that each such surrendered  certificate be properly  endorsed or
otherwise in proper form for transfer.

(b)......Acquiror  shall deliver to each of the  Stockholders  the Merger Shares
that each such  Stockholder  is  entitled to receive  pursuant to Schedule  1.6;
provided,  however,  that in the event  Acquiror's  transfer  agent is unable to
provide the Merger  Shares to Acquiror  for  delivery at the  Closing,  Acquiror
shall  deliver  the Merger  Shares to each of the  Stockholders  as  promptly as
practicable thereafter.

1.9......Surrender   of  Certificates.   On  the  Closing  Date,  the  Surviving
Corporation  shall  cause  to  be  delivered  to  each  holder  of  record  of a
certificate or certificates (the "Certificates")  which immediately prior to the
Effective Time  represented  outstanding  shares of Company Common Stock,  whose
shares were converted into the right to receive shares of Acquiror  Common Stock
(and  cash in  lieu  of  fractional  shares)  pursuant  to  Section  1.6,  (i) a
certificate  representing  the number of whole shares of Acquiror  Common Stock,
and (ii) payment in lieu of fractional shares which such holder has the right to
receive  pursuant to Section 1.6(c),  and the  Certificate so surrendered  shall
forthwith be cancelled.

1.10.....Lost,  Stolen or Destroyed Certificates.  In the event any Certificates
evidencing  shares of Company  Common  Stock  shall  have been  lost,  stolen or
destroyed,  Acquiror shall issue in exchange for such lost,  stolen or destroyed
Certificates,  upon  the  making  of an  affidavit  of that  fact by the  holder
thereof,  which such affidavit shall include an indemnification of Acquiror from
any loss or damage that  Acquiror  may incur as a result of the lost,  stolen or
destroyed  Certificates,  such cash and shares of Acquiror Common Stock, if any,
as may be required  pursuant to Section 1.6;  provided,  however,  that Acquiror
may, in its  discretion  and as a condition  precedent to the issuance  thereof,
require the owner of such lost,  stolen or destroyed  Certificates  to deliver a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against  Acquiror with respect to the  Certificates  alleged to have
been lost, stolen or destroyed.

1.11.....Contingent Consideration.

(a)......In  addition  to the  Merger  Consideration,  in the  event  that it is
determined  that (i) the "Gross  Revenue," as defined  below,  of the  Surviving
Corporation  for the six (6) month  period  ending June 30, 2001 (the  "Period")
equals  or  exceeds  One  Million  Four  Hundred  Thousand  and  00/100  Dollars
($1,400,000.00),  and (ii)  the  Surviving  Corporation's  "Profit  Margin,"  as
defined below,  on said Gross Revenue equals or exceeds five percent (5%),  then
Acquiror  shall  issue,  in the  aggregate,  an  additional  number of shares of
Acquiror Common Stock to the  Stockholders  such that  immediately  after giving
effect to (i) the issuance of such additional  shares,  and (ii) the issuance of
the Merger Consideration, the Stockholders shall own forty-four percent (44%) of
the issued and  outstanding  shares of Acquiror  Common  Stock (the  "Contingent
Consideration").  All shares of Acquiror  Common  Stock to be issued  under this
Section 1.11, if any, shall be allocated  among the  Stockholders  in accordance
with Schedule 1.6 annexed hereto.
(b)......As  used herein,  the term "Gross  Revenue" shall mean all of the gross
revenue  earned  by the  Surviving  Corporation  as a result  of the sale of the
products and services provided by the Surviving Corporation. As used herein, the
term  "Profit  Margin"  shall mean that  percentage  determined  by dividing the
"Earnings," as defined below, of the Surviving  Corporation by the Gross Revenue
of the Surviving Corporation.  As used herein, the term "Earnings" shall mean an
amount equal to the  difference  between (i) the Gross  Revenue of the Surviving
Corporation,  and (ii) all direct expenses of the Surviving Corporation,  before
taxes, relating to the business of the Surviving Corporation; provided, however,
that up to Ten Thousand and 00/100 Dollars ($10,000.00) of the expenses incurred
by  the  Company  and/or  the  Surviving  Corporation  in  connection  with  the
negotiation  and  consummation  of this  Agreement  and the Merger  shall not be
counted  as  direct  expenses  of the  Surviving  Corporation  for  purposes  of
determining  the amount of  "Earnings"  under this Section  1.11(b).  Subject to
clause  (ii)  below,  Gross  Revenue  shall be  determined  in  accordance  with
generally accepted accounting  principles  ("GAAP"),  consistently  applied. For
purposes of the avoidance of doubt,  (i) Gross Revenue shall be recognized on an
accrual  basis,  and (ii) the Gross Revenue shall be calculated  without  giving
effect to any amortization of goodwill associated with this transaction.

(c)......Acquiror  shall compute the Surviving  Corporation's  Gross Revenue and
Profit  Margin for the  Period and shall  notify  the  Stockholders'  Agent,  as
defined in Section 5.4 below, in writing, of its results on or before August 15,
2001. The Stockholders' Agent and his accountants shall have the right to review
the work papers in connection with  Acquiror's  calculation of the Gross Revenue
and Profit  Margin,  and shall also have the right to question  the  accountants
that assisted  Acquiror in computing the Gross Revenue and Profit Margin. If the
Stockholders' Agent does not notify Acquiror of his objection to the calculation
of the Gross  Revenue and Profit  Margin set forth in  Acquiror's  notice within
thirty (30) days of his receipt  thereof,  the  Stockholders  shall be deemed to
have  accepted the  calculation  of Gross  Revenue and Profit Margin and to have
waived  their  respective  right  to  object  to the  amount  of the  Contingent
Consideration,  if any,  due and owing as a result  of said  Gross  Revenue  and
Profit  Margin  calculation.  In the event that the  Stockholders'  Agent  shall
disapprove of the Gross Revenue and Profit Margin calculation,  he shall deliver
to Acquiror written notice of such  disapproval,  which notice shall include the
Stockholders'  Agent's  computation  of Gross  Revenue and Profit Margin for the
Period (the "Gross Revenue and Profit Margin Disapproval Notice"), within thirty
(30) days after the disputed  Gross  Revenue and Profit  Margin  calculation  is
delivered to the  Stockholders'  Agent.  In the absence of a  resolution  of the
dispute as to the Gross  Revenue and Profit Margin  calculation  within ten (10)
days of Acquiror's  receipt of the Gross  Revenue and Profit Margin  Disapproval
Notice,  the Gross Revenue and Profit Margin will be determined by an accounting
firm  mutually  acceptable  to Acquiror and the  Stockholders'  Agent or, in the
absence of an agreement by both parties on an accounting firm,  either party may
pursue any legal or equitable  remedy available to said party in connection with
the  resolution  of the Gross  Revenue and Profit  Margin  calculation.  Each of
Acquiror  and the  Stockholders'  Agent  shall  be  responsible  for  their  own
accountant and attorney fees incurred in calculating the Surviving Corporation's
Gross Revenue and Profit Margin;  provided,  however,  that (i) in the event any
dispute over the  computation  of the Gross Revenue and Profit Margin is decided
in the Stockholders'  Agent's favor,  Acquiror shall reimburse the Stockholders'
Agent for all  reasonable  accountant  and attorney  fees incurred in connection
therewith,  and (ii) in the event any dispute over the  computation of the Gross
Revenue and Profit  Margin is decided in  Acquiror's  favor,  the  Stockholders'
Agent shall  reimburse  Acquiror for all  reasonable  attorney  fees incurred in
connection therewith.

1.12.....Tax  Consequences.  It is intended by the Company that the Merger shall
constitute  a  reorganization  within the meaning of Section 368 of the Internal
Revenue Code (the "Code"). Acquiror makes no representation that the transaction
will in fact constitute a reorganization. If it does not, the Stockholders shall
have no claim against Acquiror in respect thereof.

1.13.....Exemption from Registration.  The shares of Acquiror Common Stock to be
issued in connection with the Merger will be issued in a transaction exempt from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"), by reason of Section 4(2) thereof.

1.14.....Taking  of Necessary Action;  Further Action. If, at any time after the
Effective  Time,  any further  action is necessary or desirable to carry out the
purposes  of this  Agreement  and to vest the  Surviving  Corporation  with full
right, title and possession to all assets, property, rights, privileges,  powers
and  franchises  of the Company,  the officers and  directors of the Company are
fully authorized to take, and will take, all such lawful and necessary action.

1.15.....Operations  of WMAC.  Acquiror hereby  acknowledges  and agrees that it
intends for the  officers of WMAC,  as  appointed  by the Board of  Directors of
WMAC, to control the day-to-day operations of WMAC. In connection therewith, and
subject  to  periodic  review of  operating  plans and annual  budgets  with the
appropriate  personnel  and/or  members of the Board of Directors  of WMAC,  the
President  and Chief  Executive  Officer  of WMAC shall  have  control  over the
day-to-day  business  operations  of WMAC,  such  control  to  include,  without
limitation,  primary  authority  regarding  the hiring of  personnel,  marketing
strategy,  pricing  and  other  product  and  service  strategies.  The  initial
President  and  Chief   Executive   Officer  of  WMAC  shall  be  the  Principal
Stockholder,  who shall remain the President and Chief Executive Officer of WMAC
for at least the duration of the "Period," as defined in Section 1.11 above.

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                              PRINCIPAL STOCKHOLDER

The  Company  and the  Principal  Stockholder  hereby  represent  and warrant to
Acquiror,  subject  to such  exceptions  as are  specifically  disclosed  in the
schedules supplied by the Company and the Principal  Stockholder to Acquiror and
dated as of the date hereof (the "Company Schedules"), as follows:

2.1......Organization  of  the  Company.  The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.  The Company  has the  corporate  power to own,  operate and lease its
properties  and to carry  on its  business  as it is now  being  conducted.  The
Company is duly  qualified  or licensed to conduct its  business  and is in good
standing as a foreign  corporation in each  jurisdiction in which the failure to
be so qualified would have, or would  reasonably be expected to have, a material
adverse effect on the business assets (including  intangible assets),  financial
condition,  results of  operations,  liabilities  or  prospects  of the  Company
(hereinafter  referred to as a "Material  Adverse  Effect").  A true and correct
copy of the Company's  Certificate of Incorporation and Bylaws,  each as amended
to date, have been delivered to Acquiror.

2.2......Company Capital Structure.

(a)......The  authorized  capital stock of the Company consists solely of twenty
million  (20,000,000)  shares of Company  Common  Stock.  As of the date hereof,
there are nine million  three  hundred  thirty-one  thousand  nine hundred three
(9,331,903)  shares of Company Common Stock issued and  outstanding.  All of the
shares of Company Common Stock are held of record by the Stockholders,  with the
addresses  of record  and in the  amounts  set  forth on  Schedule  2.2(a).  All
outstanding shares of Company Common Stock are duly authorized,  validly issued,
fully paid and  non-assessable  and are not subject to preemptive rights created
by statute,  by the Certificate of Incorporation or Bylaws of the Company, or by
any agreement to which the Company is a party or by which it is bound.

(b)......Except as set forth on Schedule 2.2(b), there are no options, warrants,
calls, rights,  commitments or agreements of any character,  written or oral, to
which the Company is a party or by which it is bound  obligating  the Company to
issue, deliver,  sell,  repurchase or redeem, or cause to be issued,  delivered,
sold, repurchased or redeemed, any shares of the capital stock of the Company or
obligating the Company to grant,  extend,  accelerate the vesting of, change the
price of, otherwise amend or enter into any such option,  warrant,  call, right,
commitment or agreement.

2.3......Subsidiaries.  Except as set forth on Schedule  2.3, the Company has no
subsidiaries, partners or joint venturers.

2.4......Authority; Ownership of Company Common Stock.

(a)......The  Company has all requisite  corporate  power and authority to enter
into this Agreement and to consummate the transactions  contemplated hereby. The
vote required of the  Stockholders to duly approve the Merger and this Agreement
is a majority of all  outstanding  capital stock entitled to vote. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of the Company.  The Company's  Board of Directors  has  unanimously
approved the Merger and this  Agreement.  This  Agreement has been duly executed
and delivered by the Company and  constitutes a valid and binding  obligation of
the Company,  enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general application  affecting  enforcement of creditors' rights generally,  and
(ii) as  limited by laws  relating  to  availability  of  specific  performance,
injunctive relief or other equitable  remedies.  Except as set forth on Schedule
2.4, the execution and delivery and performance of this Agreement by the Company
does not, and as of the Effective  Time,  will not,  conflict with, or result in
any violation of, or default under (with or without  notice or lapse of time, or
both), or give rise to a right of  termination,  cancellation or acceleration of
any obligation or loss of any benefit under (x) any provision of the Certificate
of  Incorporation  or Bylaws of the  Company,  or (y) any  mortgage,  indenture,
lease, license, contract or other agreement or instrument,  permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable to the Company or its  properties or assets.  No consent,
waiver,  approval,  order or authorization  of, or registration,  declaration or
filing with,  any court,  administrative  agency or commission or other federal,
state, county, local or foreign governmental authority, instrumentality,  agency
or  commission  or any third party is required by or with respect to the Company
in  connection  with  the  execution  and  delivery  of  this  Agreement  or the
consummation of the transactions  contemplated hereby, except for (A) the filing
of the requisite Merger documents with the New York Department of State, and (B)
any consents, waivers, authorizations,  filings, approvals and registrations set
forth on Schedule 2.4.

(b)......The  Principal  Stockholder  has all requisite right to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly and validly  executed and delivered by the  Principal  Stockholder
and,  assuming the due and valid execution and delivery of this Agreement by the
other parties hereto,  constitutes a legal,  valid and binding obligation of the
Principal  Stockholder  enforceable in accordance with its terms,  except (i) as
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws of general  application  affecting  enforcement of creditors'  rights
generally,  and (ii) as limited by laws  relating  to  availability  of specific
performance,  injunctive relief or other equitable  remedies.  The execution and
delivery of this Agreement by the Principal  Stockholder does not conflict with,
or result in any violation of, or default under (with or without notice or lapse
of time,  or both),  or give  rise to a right of  termination,  cancellation  or
acceleration  of any  obligation  or loss of any  benefit  under  any  mortgage,
indenture, lease, contract or other agreement or instrument, permit, concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable  to the  Company or the  Principal  Stockholder  or their
respective properties or assets.

(c)......Each Stockholder has good and marketable title to the shares of Company
Common Stock owned by such  Stockholder  as shown on Schedule  2.2(a),  free and
clear of any and all adverse  claims,  security  interests  and/or  encumbrances
whatsoever.

2.5......No  Undisclosed  Liabilities.  Except as set forth in  Schedule  2.5 or
Schedule  2.8(a),  the  Company  does  not  have  any  liability,  indebtedness,
obligation,  expense,  claim,  deficiency,  guaranty or endorsement of any type,
whether accrued, absolute, contingent,  matured, unmatured or otherwise (whether
or not  required to be  reflected in financial  statements  in  accordance  with
GAAP).

2.6......No  Changes.  Except as set forth in Schedule  2.6,  since  December 1,
2000,  there have been no material changes in the financial  condition,  assets,
liabilities,  business  or  results of  operations  of the  Company,  other than
changes in the ordinary  course of business which in the aggregate have not been
materially  adverse  and  other  than  general  business  conditions   affecting
companies engaged in the same industry in the United States.

2.7......Tax  and Other  Returns and  Reports.  The Company has timely filed all
federal and state  income tax returns  required to be filed and will timely file
all income tax returns  required to be filed on or before the Closing Date.  All
such tax returns are or will be correct in all  material  respects and all taxes
due and payable in accordance with such returns shall have been timely paid.

2.8......Financial Information.

(a)......Financial  Statements.  The Company has delivered to Acquiror  complete
and  accurate  copies  of the  financial  statements  of the  Company  listed on
Schedule  2.8(a)  (collectively,  the  "Financial  Statements").  The  Financial
Statements: (i) are in accordance with the Company's books and records, and (ii)
fairly  present the  assets,  liabilities  (including  reserves)  and  financial
position of the Company as of the respective  dates of the Financial  Statements
and the results of operations and changes in cash flows for the periods referred
to therein.

 .........(b)......Projections  and Forecasts.  Each of the projections delivered
to Acquiror prior to the date hereof,  copies of which are set forth in Schedule
2.8(b),  represents in all material respects the reasonable good faith estimates
of the Company as of the date thereof.

2.9......Title to Properties; Absence of Liens and Encumbrances.

(a)......Except  as set  forth in  Schedule  2.9(a),  the  Company  owns no real
property, nor has it ever owned any real property.  Schedule 2.9(a) sets forth a
list of all real property  currently,  or at any time in the past, leased by the
Company,  the name of the  lessor,  the  date of the  lease  and each  amendment
thereto  and,  with  respect to any current  lease  (collectively,  the "Company
Leases"),  the aggregate annual rental and other fees payable under each Company
Lease.  All such current Company Leases are in full force and effect,  are valid
and effective in accordance with their respective terms, and there is not, under
any of such  leases,  any  existing  default or event of default (or event which
with notice or lapse of time, or both, would constitute a default).

(b)......The  Company  has good and  valid  title to or,  in the case of  leased
properties  and  assets,  valid  leasehold  interests  in,  all of its  tangible
properties  and assets,  real,  personal and mixed,  used or held for use in its
business,  free and clear of any liens,  except as  reflected  in the  financial
statements  of the Company or in Schedule  2.9(b) and except for liens for taxes
not yet due and payable and such  imperfections  of title and  encumbrances,  if
any,  which are not material in  character,  amount or extent,  and which do not
materially detract from the value, or materially interfere with the present use,
of the property subject thereto or affected thereby.

2.10.....Litigation.  Except as set forth in Schedule 2.10,  there is no action,
suit or proceeding of any nature pending or threatened against the Company,  its
properties or any of its officers or directors,  in their respective  capacities
as such.  Except as set forth in Schedule  2.10, to the knowledge of the Company
and the Principal  Stockholder,  there is no investigation pending or threatened
against the Company,  its  properties  or any of its officers or directors by or
before any governmental  entity.  Schedule 2.10 sets forth, to the extent known,
with  respect  to  any  pending  or  threatened  action,  suit,   proceeding  or
investigation,  the forum, the parties  thereto,  the subject matter thereof and
the amount of damages,  claims or other remedy requested. No governmental entity
has at any time  challenged  or  questioned  the legal  right of the  Company to
conduct its business in the present manner or style thereof.

2.11.....Insurance.  The  Company  maintains  valid  and  enforceable  insurance
policies (which term shall also include any fidelity bonds) covering the assets,
business,  equipment,  properties  and  operations  of  the  Company,  and  such
insurance  policies,  which are identified in Schedule 2.11,  contain provisions
which are  reasonable and customary in the Company's  industry,  and there is no
claim by the Company pending under any of such policies as to which coverage has
been questioned, denied or disputed by the underwriters of such policies.

2.12.....Contracts.

(a) Material  Contracts.  Schedule 2.12 contains a complete and accurate list of
all material agreements to which the Company is a party or by which it or any of
its properties or assets are bound,  and which are for the receipt or payment of
an  amount  in  excess  of  $1,000  per month or in excess of $5,000 in any year
(collectively,  the "Material Contracts").  The Material Contracts are valid and
legally binding obligations of the Company and, to the knowledge of the Company,
of the  other  parties  thereto.  The  Material  Contracts  are  enforceable  in
accordance  with their terms  against the Company,  and, to the knowledge of the
Company, against the other parties thereto. The Company (i) has not breached any
Material Contract in any material  respect,  (ii) has not received any notice of
alleged  breach,  and (iii) does not have  knowledge  of any breach by any other
party.  The Company has not received any notice of  termination  or  non-renewal
under any Material Contract.

(b) No  Specified  Contracts.  The  Company  is not a party  to or  bound by any
agreement,   contract,   obligation,   nongovernmental   license  or  commitment
(collectively,   the   "Contracts")  of  the  following  types:  (i)  collective
bargaining or other labor  Contracts,  (ii) Contracts  purporting to restrict in
any way the business  activities  of the Company,  (iii)  Contracts to which any
Stockholder,  or any member of any Stockholder's immediate family, or any person
or entity under the control,  directly or indirectly,  of any Stockholder,  is a
party,  and (iv) other Contracts  entered into other than in the ordinary course
of business.

2.13  Compliance  with Laws.  The Company has complied in all material  respects
with,  is not in  material  violation  of, and has not  received  any notices of
violation with respect to, any foreign,  federal, state or local statute, law or
regulation.

2.14 Minute Books. The minute books of the Company that have been made available
to counsel for  Acquiror  are the only minute books of the Company and contain a
reasonably accurate summary of all meetings of directors (or committees thereof)
and  stockholders or actions by written consent since the time of  incorporation
of the  Company.  The  Company is in full  compliance  with all of the terms and
provisions of its Certificate of Incorporation and Bylaws.

2.15 Brokers' and Finders' Fees;  Third Party  Expenses.  Except as set forth on
Schedule 2.15, the Principal  Stockholder  has not incurred,  nor will he incur,
directly or indirectly,  any liability for brokerage or finders' fees or agents'
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

2.16 Employee Matters and Benefit Plans.

(a) Business  Employees.  Schedule  2.16(a)  lists all current  employees of the
Company (the  "Employees"),  stating their hourly rates of  compensation or base
salaries,  their total  compensation  paid or to be paid for the current  fiscal
year,  their job titles and job  descriptions,  their social  security  numbers,
locations, vacation accrued, and the commencement dates of their employment.

(b) Employee Plans or Policies.  Except as set forth on Schedule 2.16(b),  there
does not  exist,  with  respect to the  Employees  or the  Company,  (i) any (A)
employment  contract  (all  Employees are  "at-will"  employees),  (B) severance
agreement or policy,  (C) "employee  pension benefit plan," as defined under the
Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  (D)
"multiemployer plan", as defined under ERISA, to which the Company or any of its
affiliates have contributed,  (E) right on the part of any former employee to be
rehired  prior to the  hiring of any new  employee,  (F)  obligation  to provide
retiree medical benefits,  or (G) request for union  representation,  strike, or
labor  dispute,  or (ii) except as set forth on Schedule  2.16(b),  any employee
benefit plan, health plan,  welfare plan, bonus or deferred  compensation  plan,
stock purchase or stock option plan, severance,  vacation,  sick leave or fringe
benefit policy or other employee agreement, arrangement or policy.

(c)  Pension  Plans.  The  Company  does not now,  nor has it ever,  maintained,
established,  sponsored,  participated  in, or  contributed  to any pension plan
which is subject to Part 3 of Subtitle B of Title I of ERISA,  Title IV of ERISA
or Section 412 of the Code.

(d)  Multiemployer  Plans.  At no time has the  Company  contributed  to or been
requested to contribute to any Pension Plan which is a "multiemployer  plan," as
defined in Section 3(37) of ERISA.

(e)  Employment  Matters.  The  Company  (i) is in  compliance  in all  material
respects with all applicable foreign,  federal,  state and local laws, rules and
regulations respecting employment, employment practices, terms and conditions of
employment  and  wages and  hours,  in each  case,  with  respect  to all of its
current, former or retired employees, officers or directors ("Employees"),  (ii)
has withheld all amounts required by law or by agreement to be withheld from the
wages,  salaries and other payments to Employees,  (iii)except  as set forth in
Schedule  2.16(e),  is not liable  for any  arrears of wages or any taxes or any
penalty for failure to comply with any of the foregoing,  and (iv) is not liable
for  any  payment  to  any  trust  or  other  fund  or to  any  governmental  or
administrative  authority,  with respect to unemployment  compensation benefits,
social  security or other  benefits or  obligations  for  Employees  (other than
routine payments to be made in the normal course of business and consistent with
past practice).

(f) Labor.  No work stoppage or labor strike  against the Company is pending or,
to the knowledge of the Principal Stockholder,  threatened.  Except as set forth
in Schedule 2.16(f),  the Company is not involved in or, to the knowledge of the
Principal  Stockholder,   threatened  with,  any  labor  dispute,  grievance  or
litigation  relating to labor,  safety or  discrimination  matters involving any
Employee,  including,  without limitation,  charges of unfair labor practices or
discrimination complaints,  which, if adversely determined,  would, individually
or in the aggregate,  have a material adverse effect on the Company. The Company
has not engaged in any unfair labor practices within the meaning of the National
Labor Relations Act which would,  individually or in the aggregate,  directly or
indirectly  result in a liability to the Company.  The Company is not presently,
nor has it been in the past, a party to, or bound by, any collective  bargaining
agreement  or  union  contract  with  respect  to  Employees  and no  collective
bargaining agreement is being negotiated by the Company.

2.17 Intellectual Property.  Schedule 2.17 contains a complete and accurate list
of the "Intellectual  Property," as defined below, of the Company. Except as set
forth on  Schedule  2.17,  (i) the  Compay's  right,  title and  interest in the
Intellectual  Property  as owner  or,  subject  to the  terms of any  applicable
license,  as licensee,  is valid,  enforceable and uncontested,  and is free and
clear of all claims, liens, pledges,  security interests or other similar rights
(except  to the extent  any of the  Intellectual  Property  is  licensed  to the
Company), (ii) all computer software and databases used by the Company are owned
by or properly licensed to the Company and, to the Company's  knowledge,  all of
the Company's uses of such computer  software and databases are authorized under
such licenses,  (iii) to the Company's  knowledge,  there are no  infringements,
unlawful  uses or  defaults  by any  third  party  under  any  license  or other
agreement with respect to the Intellectual Property, and (iv) the Company is not
in default of any license or other  agreement,  or infringing upon any rights of
any third party, in its use of the Intellectual Property and the Company has not
received any notice alleging any such default or  infringement.  For purposes of
this  Section  2.17,  Intellectual  Property  shall mean all (A)  registered  or
unregistered  trademarks and tradenames,  (B) registered or unregistered service
marks, (C)  applications for registration of trademarks,  tradenames and service
marks, (D) logos, (E) technology rights and licenses,  and (F) computer software
not otherwise available to the public generally.

2.18 Bank  Accounts.  Schedule  2.18  lists each bank,  trust  company,  savings
institution,  brokerage firm,  mutual fund or other financial  institution  with
which the  Company  has an account or safe  deposit  box,  and each  credit card
issued in the  Company's  name and the names and  identification  of all persons
authorized to draw thereon, have access thereto or have use thereof.

2.19 Investment in Acquiror Common Stock.

(a) Suitable Investor.  The Principal  Stockholder  (together with his financial
and other  advisors,  if any) has such  knowledge and expertise in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
exchange of his shares of Company  Common  Stock for shares of  Acquiror  Common
Stock  pursuant to this  Agreement and of protecting his interests in connection
therewith.  The Principal  Stockholder has the ability to bear the economic risk
of the investment in Acquiror Common Stock.

(b) Receipt of Information. The Principal Stockholder has reviewed a copy of the
SEC Documents,  as defined in Section 3.4, and has had an opportunity to discuss
Acquiror's   business,   management  and  financial   affairs  with   Acquiror's
management.

(c) Purchase for Own Account.  The Principal  Stockholder is acquiring shares of
Acquiror  Common Stock for his own account and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable law, and
the  Principal  Stockholder  has no present  intention of selling,  granting any
participation in, or otherwise  distributing the same in violation of applicable
laws. The Principal  Stockholder  understands that the shares of Acquiror Common
Stock to be received by the  Principal  Stockholder  pursuant to this  Agreement
have not been  registered  under the  Securities  Act by  reason  of a  specific
exemption  from the  registration  provisions of the Securities Act that depends
upon,  among other things,  the bona fide nature of the Principal  Stockholder's
investment  intent  and the  accuracy  of his  representations,  warranties  and
covenants as expressed herein.  The Principal  Stockholder  understands that the
shares of Acquiror Common Stock to be received by him pursuant to this Agreement
are  characterized as "restricted  securities" under the Securities Act inasmuch
as they are being acquired from Acquiror in a transaction not involving a public
offering and that under such laws and applicable  regulations such shares may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances.  The  Principal  Stockholder  acknowledges  that  the  shares  of
Acquiror Common Stock must be held indefinitely unless  subsequently  registered
under the Securities Act or an exemption  from such  registration  is available.
The  Principal  Stockholder  is aware of the  provisions  of Rule 144  under the
Securities  Act which  permit  limited  resale of shares  purchased in a private
placement  (such as the Acquiror Common Stock issued  hereunder)  subject to the
satisfaction of certain  conditions,  including the existence of a public market
for the shares, the availability of certain current public information about the
Acquiror,  the  resale  occurring  not  less  than one  year  after a party  has
purchased and paid for the security to be sold, the sale being effected  through
a "broker's  transaction" or in transactions  directly with a "market maker" (as
provided by Rule 144(f) under the Securities Act) and the number of shares being
sold during any three-month period not exceeding specified limitations.

(d) Legends.  It is  understood  that each  certificate  representing  shares of
Acquiror  Common Stock received by the  Stockholders  pursuant to this Agreement
shall bear a legend  substantially  to the following  effect (in addition to any
legend required under applicable state securities laws):

"THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED,
PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR COMPLIANCE  WITH RULE 144  PROMULGATED  UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."

2.20  Government  Consents.  Except as set forth on Schedule  2.20,  no consent,
approval,  order or  authorization  of, or  registration,  declaration or filing
with,  any  governmental  entity is required by or with respect to the Principal
Stockholder or the Company in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.

2.21  Absence of Certain  Changes  and  Events.  Except as set forth in Schedule
2.21, since December 1, 2000, the Company has conducted its business only in the
ordinary course of business,  consistent with past practices,  and there has not
been any (i)  damage  to or  destruction  or loss of any  asset of the  Company,
whether or not  covered by  insurance,  which had a Material  Adverse  Effect or
would,  if it had not been  covered by  insurance,  have had a Material  Adverse
Effect, (ii) entry into,  termination of, or receipt of notice of termination of
any Material Contract, (iii) sale (other than sales of inventory in the ordinary
course of business),  lease or other  disposition  of any material  asset of the
Company or mortgage,  pledge or  imposition of any  encumbrance  on any material
asset of the Company,  (iv) waiver of any claim or right having a material value
to the Company,  (v) change in the  accounting  methods used by the Company,  or
(vi)  agreement,  whether  oral  or  written,  by the  Company  to do any of the
foregoing.

2.22 Representations Complete. None of the representations or warranties made by
the Company or the Principal Stockholder (as modified by the Company Schedules),
nor any statement made in any schedule or  certificate  furnished by the Company
and/or the Principal  Stockholder  pursuant to this Agreement,  contains or will
contain at the Closing Date any untrue statement of a material fact, or omits or
will omit at the Closing Date to state any material  fact  necessary in order to
make the statements  contained herein or therein,  in light of the circumstances
under which made, not misleading.

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND WMAC

Acquiror represents and warrants to the Stockholders and the Company, subject to
such  exceptions  as are  specifically  disclosed  in the  disclosure  schedules
supplied by Acquiror  to the  Company  and the  Stockholders  and dated the date
hereof (the "Acquiror Schedules"), as follows:

3.1 Organization, Standing and Power of Acquiror. Acquiror is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  Acquiror  has  the  corporate  power  to own,  operate  and  lease  its
properties and to carry on its business as now being conducted. Acquiror is duly
qualified  or  licensed  to conduct its  business  and is in good  standing as a
foreign corporation in each jurisdiction in which the failure to be so qualified
would  have a  material  adverse  effect  on  the  business,  assets  (including
intangible assets), financial condition,  results of operations,  liabilities or
prospects of the Acquiror. Acquiror has delivered a true and correct copy of its
Certificate  of  Incorporation  and  Bylaws,  each as  amended  to date,  to the
Stockholders' Agent.

3.2  Authority  of  Acquiror.  Acquiror has all  requisite  corporate  power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all necessary  corporate  action on the part of Acquiror.  This Agreement has
been duly  executed  and  delivered by Acquiror  and  constitutes  the valid and
binding  obligation of Acquiror,  enforceable in accordance with its terms.  The
execution, delivery and performance of this Agreement by Acquiror do not, and as
of the Effective Time,  will not,  conflict with, or result in any violation of,
or default under (with or without notice or lapse of time or both), or give rise
to a right of  termination,  cancellation  or  acceleration of any obligation or
loss of any benefit under (i) any provision of the Certificate of  Incorporation
or Bylaws of Acquiror, or (ii) any mortgage, indenture, lease, license, contract
or other  agreement  or  instrument,  permit,  concession,  franchise,  license,
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to Acquiror or its properties or assets. No consent,  waiver, approval, order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative  agency or commission or other federal,  state,  county, local or
foreign  governmental  authority,  instrumentality,  agency or commission or any
third party is required by or with  respect to Acquiror in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (x) the filing of the requisite Merger documents
with  the  New  York  Department  of  State,  and  (y)  the  consents,  waivers,
authorizations, filings, approvals and registrations set forth on Schedule 3.2.

3.3 Capital Structure of Acquiror.

(a) The authorized stock of Acquiror  consists solely of (i) one hundred million
(100,000,000)  shares of Acquiror Common Stock,  par value $.001 per share,  and
(ii) five million  (5,000,000)  shares of preferred  stock,  par value $.001 per
share, of which five hundred thousand (500,000) shares are designated Series One
Preferred  Stock.  As of the date  hereof,  there are ten  million  two  hundred
seventy-two thousand seven hundred seventy-nine  (10,272,779) shares of Acquiror
Common Stock, no shares of preferred stock and no shares of Series One Preferred
Stock issued and outstanding.

(b) The shares of Acquiror  Common  Stock to be issued in  connection  with this
Agreement, when issued, will be duly authorized,  validly issued, fully paid and
nonassessable.

3.4 SEC Documents; Acquiror Financial Statements. Acquiror has furnished or made
available to the Company true and complete copies of all reports or registration
statements  filed by it with the SEC under the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") for all periods since December 31, 1999, all in
the form so filed (all the foregoing being collectively  referred to as the "SEC
Documents").  As of their respective filing dates, the SEC Documents complied in
all material  respects with the requirements of the Exchange Act and none of the
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements made therein,  in light of the circumstances in which they were made,
not misleading,  except to the extent corrected by a document subsequently filed
with the SEC.

3.5 No Material  Adverse Change.  Except as set forth in Schedule 3.5, since the
date of the balance sheet  included in Acquiror's  most recently filed report on
Form 10-Q,  Acquiror has conducted its business in the ordinary course and there
has not occurred (i) any material  adverse  change in the  financial  condition,
liabilities, assets or business of Acquiror, (ii) any amendment or change in the
Certificate  of  Incorporation  or Bylaws of  Acquiror,  or (iii) any damage to,
destruction  or loss of any  assets  of  Acquiror  (whether  or not  covered  by
insurance)  that  has or may  materially  and  adversely  effect  the  financial
condition or business of Acquiror.

3.6 Litigation. Except as set forth in Schedule 3.6 and the SEC Documents, there
is no action,  suit or  proceeding of any nature  pending or threatened  against
Acquiror,  its  properties  or  any of  its  officers  or  directors,  in  their
respective  capacities as such.  Except as set forth in Schedule 3.6 and the SEC
Documents, there is no investigation pending or threatened against Acquiror, its
properties  or any of its officers or  directors  by or before any  governmental
entity.  Schedule 3.6 and the SEC Documents set forth, to the extent known, with
respect to any pending or threatened action, suit,  proceeding or investigation,
the forum,  the parties  thereto,  the subject  matter thereof and the amount of
damages,  claims or other remedy  requested.  No governmental  entity has at any
time  challenged  or  questioned  the legal  right of  Acquiror  to conduct  its
business in the present manner or style thereof.

3.7 Compliance with Laws.  Acquiror has complied in all material  respects with,
is not in material  violation  of, and has not received any notices of violation
with  respect  to,  any  foreign,  federal,  state  or  local  statute,  law  or
regulation.

3.8 Brokers' and Finders'  Fees;  Third Party  Expenses.  Except as set forth on
Schedule  3.8,  Acquiror  has not  incurred,  nor  will it  incur,  directly  or
indirectly,  any liability for brokerage or finders' fees or agents' commissions
or any similar  charges in  connection  with this  Agreement or any  transaction
contemplated hereby.  Schedule 3.8 sets forth the principal terms and conditions
of any agreement, written or oral, with respect to such fees.

3.9  Organization,  Standing  and  Power of  WMAC.  WMAC is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.  WMAC is a newly formed entity and has not yet conducted any business.
WMAC is duly  qualified  or  licensed  to conduct  its  business  and is in good
standing as a foreign  corporation in each  jurisdiction in which the failure to
be so qualified  would have a material  adverse  effect on the business,  assets
(including  intangible  assets),  financial  condition,  results of  operations,
liabilities or prospects of the Surviving Corporation.  Acquiror has delivered a
true and correct copy of WMAC's Certificate of Incorporation and Bylaws, each as
amended to date, to the Company.

3.10 Authority of WMAC. WMAC has all requisite  corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action on the part of WMAC. This Agreement has been duly executed and
delivered  by WMAC and  constitutes  the valid and binding  obligation  of WMAC,
enforceable  in  accordance  with its terms.  The  execution  and  delivery  and
performance of this Agreement by WMAC do not, and as of the Effective Time, will
not,  conflict  with,  or result in any  violation of, or default under (with or
without  notice  or  lapse  of  time,  or  both),  or give  rise  to a right  of
termination,  cancellation  or  acceleration  of any  obligation  or loss of any
benefit under (i) any provision of the Certificate of Incorporation or Bylaws of
WMAC,  or (ii)  any  mortgage,  indenture,  lease,  license,  contract  or other
agreement or  instrument,  permit,  concession,  franchise,  license,  judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to WMAC or
its properties or assets. No consent,  waiver,  approval, order or authorization
of, or  registration,  declaration  or filing  with,  any court,  administrative
agency  or  commission  or  other  federal,  state,  county,  local  or  foreign
governmental authority, instrumentality, agency or commission or any third party
is required by or with  respect to WMAC in  connection  with the  execution  and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby, except for (x) the filing of the requisite Merger documents with the New
York  Department  of  State,  and (y)  the  consents,  waivers,  authorizations,
filings, approvals and registrations set forth on Schedule 3.10.

3.11 Capital  Structure of WMAC. The  authorized  capital stock of WMAC consists
solely of two hundred (200) shares of common stock,  no par value per share,  of
which ten (10) shares are issued and outstanding as of the date hereof. Acquiror
holds 100% of the issued and outstanding common stock of WMAC.

3.12 Representations Complete. None of the representations or warranties made by
Acquiror or WMAC (as modified by the Acquiror Schedules), nor any statement made
in any schedule or  certificate  furnished by Acquiror or WMAC  pursuant to this
Agreement,  contains or will contain at the Effective Time any untrue  statement
of any material  fact, or omits or will omit at the Effective  Time to state any
material  fact  necessary in order to make the  statements  contained  herein or
therein, in light of the circumstances under which made, not misleading.

                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

4.1 Sale of Shares; Stockholder Matters.

(a) Sale of Shares.  The parties hereto  acknowledge and agree that the Acquiror
Common  Stock  issuable  to  the  Stockholders   shall  constitute   "restricted
securities"  within the meaning of the  Securities  Act.  The  certificates  for
shares of Acquiror Common Stock to be issued  hereunder  shall bear  appropriate
legends to identify such privately  placed shares as being  restricted under the
Securities  Act and to comply  with  applicable  state  securities  laws.  It is
acknowledged  and  understood  that  Acquiror is relying  upon  certain  written
representations made by the Principal Stockholder.

(b) Additional Assurances. At the request of Acquiror, the Principal Stockholder
shall execute and deliver to Acquiror such  instruments  and do and perform such
acts  and  things  as may be  necessary  or  desirable  for  complying  with all
applicable securities laws and state corporate laws.

4.2      Access to Information.

(a) The Company shall afford to Acquiror and its accountants,  counsel and other
representatives,  reasonable  access  during  normal  business  hours during the
period prior to the Closing Date to (i) all of its properties, books, contracts,
commitments and records, and (ii) all other information concerning its business,
properties and personnel (subject to restrictions  imposed by applicable law) as
Acquiror may reasonably  request.  No  information or knowledge  obtained in any
investigation  pursuant  to this  Section  4.2(a)  shall  affect or be deemed to
modify any  representation or warranty contained herein or the conditions of the
parties to consummate the transactions contemplated herein.

(b) Acquiror shall afford to the Company and its accountants,  counsel and other
representatives,  reasonable  access  during  normal  business  hours during the
period prior to the Closing Date to (i) all of its properties, books, contracts,
commitments and records, and (ii) all other information concerning its business,
properties and personnel (subject to restrictions  imposed by applicable law) as
the Company may reasonably  request. No information or knowledge obtained in any
investigation  pursuant  to this  Section  4.2(b)  shall  affect or be deemed to
modify any  representation or warranty contained herein or the conditions of the
parties to consummate the transactions contemplated herein.

4.3  Confidentiality.  It is understood  that the  respective  businesses of the
Acquiror and the Company, and all matters related thereto, are of a confidential
nature. Prior to the date hereof, there may have been revealed,  and on or after
the date  hereof  there may be  revealed,  to  Acquiror  and its  affiliates  or
representatives, on the one hand, or to the Company or the Principal Stockholder
and their respective affiliates and representatives, on the other, "Confidential
Information,"  as defined  below,  concerning  the  business  of Acquiror or the
business of the Company. In consideration for and as an additional inducement to
the parties to execute, deliver and perform this Agreement,  each of the parties
hereto hereby agrees that,  following the  termination  of this Agreement or any
other failure of the transactions contemplated herein to be consummated, neither
party  shall  divulge or  appropriate  for their own use,  or for the use of any
third party,  any  Confidential  Information of the other party. As used herein,
the  term  "Confidential  Information"  means  the  following  oral  or  written
information relating to each party's business: know-how, technology, inventions,
designs,  methodologies,  trade secrets, patents, secret processes and formulae,
information  relating  to the  development,  research,  testing,  manufacturing,
marketing,  sales,  distribution  and uses of  products,  sources  of  supplies,
budgets and strategic plans, the identity and special needs of customers, plants
and other  properties,  and any other  information  which may give the party who
received such  Confidential  Information  an  opportunity to obtain an advantage
over its competitors who do not know or use such information; provided, however,
that  the  term  "Confidential  Information"  shall  not  include  (i) any  such
information  that,  prior to its use or disclosure  by any party hereto,  can be
shown to have been in the  public  domain or  generally  known or  available  to
customers,  suppliers or competitors of the business of Acquiror or the Company,
as the case may be,  through no breach of the  provisions of this Section 4.3 or
other non-disclosure covenants that were executed for the benefit of Acquiror or
the Company,  as the case may be, (ii) any such  information  that, prior to its
use or  disclosure by any party hereto was  rightfully in the receiving  party's
possession,  without  violation of the  provisions  of this Section 4.3 or other
non-disclosure  covenants  that were executed for the benefit of Acquiror or the
Company,  as the case may be, or (iii) any such  information  that, prior to its
use or disclosure by Acquiror or the Company,  as the case may be, was developed
by such party without  violation of the  provisions of this Section 4.3 or other
non-disclosure  covenants  that were executed for the benefit of Acquiror or the
Company,  as the case may be. The parties  hereto hereby  acknowledge  and agree
that  the  breach  by any of the  parties  hereto  of the  restrictive  covenant
contained in this Section 4.3 would cause irreparable  injury to the other party
and that the remedy at law for any such breach would be inadequate. As a result,
each of the parties  hereto  hereby  covenants,  agrees and  consents  that,  in
addition to any other  available  remedy,  temporary  and  permanent  injunctive
relief  may be granted  in any  proceeding  which may be brought by any party to
this  Agreement  to enforce the  restrictive  covenant  set forth above  without
necessity of proof that any other remedy at law is inadequate  and without being
required to post a bond or other security therefor.

4.4  Expenses.   Whether  or  not  the  transactions   contemplated  herein  are
consummated,  (i) all fees and expenses incurred by Acquiror or WMAC,  including
without limitation all legal, accounting,  financial,  advisory,  consulting and
all other fees and  expenses  of third  parties  ("Third  Party  Expenses"),  in
connection with the negotiation and  effectuation of the terms and conditions of
this Agreement and the transactions contemplated hereby, shall be the obligation
of  Acquiror,  and (ii) all fees and  expenses  incurred  by the  Company or the
Principal Stockholder, including without limitation all Third Party Expenses, in
connection with the negotiation and  effectuation of the terms and conditions of
this Agreement and the transactions contemplated hereby, shall be assumed by the
Surviving Corporation in connection with the Merger.

4.5 Public  Disclosure.  Prior to the Effective Time, no disclosure  (whether or
not in response to an inquiry) of the subject matter of this Agreement  shall be
made by or on behalf of any party to this Agreement  unless  approved in advance
in writing by Acquiror and the  Stockholders'  Agent,  as defined in Section 5.4
below, unless otherwise required by law or by any governmental agency.

         4.6      Intentionally left blank.

         4.7      Intentionally left blank.

         4.8      Intentionally left blank.

4.9 Registration of Merger Shares.  Acquiror hereby covenants and agrees that it
shall be a condition precedent to any "Significant Event," as defined below, for
the Stockholders to receive the same  consideration per share of Acquiror Common
Stock that the Stockholder  would have received if the shares of Acquiror Common
Stock issued hereunder had been duly registered with the Securities and Exchange
Commission  under the  Securities Act of 1933, as amended.  As used herein,  the
term  "Significant  Event"  shall  mean any  transaction  pursuant  to which (i)
Acquiror is merged with and into another  entity  pursuant to which  Acquiror is
not the surviving  entity,  or (ii) a change of "control," as defined below,  of
Acquiror occurs. As used herein, the term "control" shall mean the possession of
the power to elect the  majority  of the  members of the Board of  Directors  of
Acquiror through the ownership of voting securities in Acquiror.

4.10 Spin-Off of WMAC.  Each of the parties to this Agreement  acknowledges  and
agrees  that  the  Board of  Directors  of WMAC and the  Board of  Directors  of
Acquiror shall vote in favor of the "spin off" of WMAC from Acquiror, unless the
Principal  Stockholder  agrees  to  the  contrary,  if a  nationally  recognized
investment  banking firm determines that the ability of WMAC to raise additional
capital  is  being  inhibited  as a  result  of  its  position  as a  subsidiary
corporation of Acquiror and forwards a written notice of such  determination  to
WMAC  and  Acquiror.  In such  event,  each  holder  of  Acquiror  Common  Stock
immediately  prior to the  "spin-off"  shall receive one (1) share of the common
stock of WMAC (the "WMAC Common Stock") for each share of Acquiror  Common Stock
owned by said holder.  In furtherance of the foregoing,  the respective Board of
Directors and  stockholders  of WMAC and Acquiror shall take any and all actions
necessary  to  authorize  and issue that number of shares of WMAC  Common  Stock
necessary to effect the foregoing.

4.11 Board of Directors of Acquiror.  Simultaneous  with the Effective Time, the
Board of Directors of Acquiror will be  reconstituted  to a board  consisting of
five (5) directors, of which three (3) shall be designed by Acquiror and two (2)
shall be designated by the Board of Directors of Newco; provided,  however, that
in the event the Board of Directors of Acquiror is  reconstituted at any time or
from time to time following the Effective Date to a board  consisting of more or
less than five (5) directors, the Board of Directors of Newco shall at all times
have the right to designate at least twenty-five  percent (25%) of the directors
of the Board of Directors  of Acquiror.  In  furtherance  thereof,  the Board of
Directors and  stockholders  of Acquiror  shall take any and all actions  deemed
necessary to amend the Bylaws of Acquiror to effectuate the foregoing.

4.12 Capitalization of WMAC; Payment to the Principal Stockholder.  Upon request
by WMAC,  Acquiror shall  capitalize  WMAC with up to Nine Hundred  Thousand and
00/100 Dollars  ($900,000.00) in working capital, less the amount of any and all
funds  previously  loaned or  advanced  by the  Company by  Acquiror;  provided,
however, that prior to the Effective time Acquiror shall capitalize WMAC with an
amount  equal to  Fifty-Five  Thousand  and  00/100  Dollars  ($55,000.00)  (the
"Capitalization  Amount"),  exclusive of any and all funds previously  loaned or
advanced  to the  Company by  Acquiror.  Each of the  parties to this  Agreement
hereby acknowledges and agrees that (i) the Capitalization Amount, together with
an amount  equal to Seventy  Thousand  and 00/100  Dollars  ($70,000.00)  of the
remaining  working  capital funds to be provided by Acquiror  hereunder shall be
paid  by  WMAC  to  the  Principal  Stockholder  as  reimbursement  for  amounts
previously  advanced to the Company by the Principal  Stockholder,  and (ii) any
and all funds previously loaned or advanced to the Company by Acquiror as of the
Effective  Time shall be treated as  advances  of working  capital and shall not
constitute sums due and owing from the Company to Acquiror,  notwithstanding the
terms and  conditions  of any  letter of credit,  promissory  note or other debt
instrument to the contrary.

4.13  Additional  Documents and Further  Assurances.  Each party hereto,  at the
request  of any other  party  hereto,  shall  execute  and  deliver  such  other
instruments and do and perform such other acts and things as may be necessary or
desirable for effecting  completely the  consummation  of this Agreement and the
Merger contemplated hereby.

                                    ARTICLE V

                                 INDEMNIFICATION

5.1 Indemnification.  The parties hereby agree to the following  indemnification
rights and obligations.

(a) The  Principal  Stockholder  agrees to  indemnify,  defend and hold harmless
Acquiror and WMAC and their respective officers, directors,  employees, advisors
and  consultants,  from and against  any and all  "Damages,"  as defined  below,
arising out of any  misrepresentation or breach of or default in connection with
any of the representations,  warranties,  covenants and agreements given or made
by the Company and/or the Principal  Stockholder in this Agreement,  the Company
Schedules or any exhibit or schedule to this Agreement; provided, however, that,
in the  absence  of fraud or an  intentional  breach of the  representations  or
warranties of the Company and/or the Principal  Stockholder  hereunder,  (i) the
liability of the Principal  Stockholder for indemnification  obligations payable
under this  Section  5.1 with  respect to breaches  of the  representations  and
warranties  made  by the  Company  and/or  the  Principal  Stockholder  in  this
Agreement   shall  not  exceed  an  amount  equal  to  the  sum  of  the  Merger
Consideration  and  any  Contingent   Consideration  actually  received  by  the
Stockholders,  and (ii) the  Principal  Stockholder  shall have no obligation to
indemnify  Acquiror or WMAC until Acquiror and/or WMAC have incurred  Damages in
excess of $100,000,  in which event Acquiror  and/or WMAC shall only be entitled
to recover the Damages in excess of $100,000.  Notwithstanding  any provision to
the contrary  contained herein,  the limitations on the Principal  Stockholder's
indemnification  obligations  under this  Section  5.1(a) shall not apply to the
Principal  Stockholder's breach of any of his post-Closing  covenants under this
Agreement, if any.

(b)  Acquiror  hereby  agrees  to  indemnify,   defend  and  hold  harmless  the
Stockholders and the Company,  its officers,  directors and employees,  from and
against any and all Damages arising out of any misrepresentation or breach of or
default in connection with any of the representations, warranties, covenants and
agreements  given or made by Acquiror or WMAC in this Agreement,  or any exhibit
or schedule to this Agreement;  provided, however, that, in the absence of fraud
or an intentional breach of the representations or warranties of Acquiror and/or
WMAC hereunder,  (i) the liability of Acquiror for  indemnification  obligations
payable  under this Section 5.1 with respect to breaches of the  representations
and warranties  made by Acquiror  and/or WMAC in this Agreement shall not exceed
an  amount  equal  to the sum of the  Merger  Consideration  and the  Contingent
Consideration,  and (ii)  Acquiror  shall have no  obligation  to indemnify  the
Stockholders  or the Company  until the  Company  and/or the  Stockholders  have
incurred Damages in excess of $100,000,  in which event the Stockholders  and/or
the Company shall only be entitled to recover the Damages in excess of $100,000.
Notwithstanding  any provision to the contrary contained herein, the limitations
on Acquiror's  indemnification  obligations  under this Section 5.1(b) shall not
apply to  Acquiror's  breach of any of its  post-Closing  covenants  under  this
Agreement,  including  without  limitation  any  and all of  Acquiror's  payment
obligations  under this  Agreement,  such as, but not limited to, (A) Acquiror's
obligation  to  pay  any  Contingent  Consideration  to  the  Stockholders,  (B)
Acquiror's  obligation  to  contribute  to WMAC any  consideration  received  by
Acquiror in connection  with the exercise by a Stockholder of all or any portion
of his Acquiror Options  received by said Stockholder  pursuant to the terms and
conditions  of this  Agreement,  in  accordance  with the  provisions of Section
1.6(c)  above,  and (C)  Acquiror's  obligation  to  capitalize  WMAC  with  the
Capitalization  Amount  and any and all  additional  amounts  requested  by WMAC
pursuant to the terms and conditions of Section 4.12 above.

(c)  Notwithstanding  the foregoing,  Acquiror and the Stockholders  agree that,
except for claims regarding (i) the delivery of the Merger  Consideration,  (ii)
any equitable  remedy  necessitated by a breach of Section 4.3, or (iii) a claim
for  specific   performance   in   accordance   with   Section  6.7,   that  the
indemnification under this Article shall be the sole and exclusive remedy of the
parties for breaches of this Agreement.

(d) For  purposes  of this  Article,  the  term  "Damages"  shall  mean  the net
after-tax  consequences  (after giving  effect to any insurance  proceeds to the
extent said proceeds are applicable to any claim for indemnification  under this
Section  5.1),  of any and all losses,  costs,  damages,  liabilities,  expenses
arising from claims,  demands,  actions and causes of action,  including without
limitation reasonable legal fees, whether from a third party or otherwise.

         5.2      Indemnification Procedures.

(a) Promptly upon obtaining knowledge of any claim, event, statement of facts or
demand   which  has  given  rise  to,  or  could  give  rise  to,  a  claim  for
indemnification  hereunder,  the party  seeking  indemnification  under  Section
5.1(a) or 5.1(b), as applicable (in either case, the "Indemnified Party"), shall
give  written  notice of such claim or demand (a "Notice of Claim") to the party
from which  indemnification is sought (the  "Indemnifying  Party") setting forth
the  amount  of  such  claim.  The  Indemnified   Party  shall  furnish  to  the
Indemnifying  Party in reasonable  detail,  such information as it may have with
respect to said claim,  including  any third party claim (a "Third Party Claim")
(including  copies of any summons,  complaint or other  pleading  which may have
been  served on it and any  written  claim,  demand,  invoice,  billing or other
document  evidencing  or  asserting  the  same).  No  failure  or  delay  by the
Indemnified  Party in the performance of the foregoing shall reduce or otherwise
affect  the  obligation  of the  Indemnifying  Party to  indemnify  and hold the
Indemnified  Party  harmless,  except to the extent  that such  failure or delay
shall  have  adversely  affected  the  Indemnifying  Party's  ability  to defend
against,  settle or satisfy any  liability,  damage,  loss,  claim or demand for
which indemnification is sought hereunder.

(b) The Indemnifying Party shall be entitled to assume and have the sole control
over the defense and  settlement of such action or claim by  delivering  written
notice of such intention within ten (10) days of the date the Indemnifying Party
is deemed to have received the Notice of Claim. In the event that such notice is
not delivered to the Indemnifying  Party, the Indemnifying Party shall be deemed
not to have assumed  control over the defense and  settlement of the action.  If
the Indemnifying Party does not assume control over the defense of such claim in
accordance with the foregoing  provisions,  the Indemnified Party shall have the
right to assume and have sole  control over the defense and  settlement  of that
claim, in which case the  Indemnifying  Party shall pay all reasonable costs and
expenses of such defense or settlement. The Indemnified Party shall conduct such
defense in good faith and shall have the right to settle the matter  without the
prior written consent of the Indemnifying Party.

(c) In the event the  Indemnifying  Party  elects  to  assume  control  over the
defense of any such action in accordance with the foregoing provisions,  (i) the
Indemnified  Party shall be entitled to participate in the defense of that claim
and, in connection  therewith,  to employ  counsel at its own expense,  (ii) the
Indemnifying  Party shall not be liable to the  Indemnified  Party for any legal
fees,  costs and expenses  incurred by the Indemnified  Party in connection with
the defense thereof after the date on which the Indemnifying  Party notifies the
Indemnified  Party of its election,  (iii) the Indemnified Party shall cooperate
fully with the  Indemnifying  Party in such defense,  and (iv) without the prior
written  consent  of  the  Indemnified   Party,   which  consent  shall  not  be
unreasonably  withheld, the Indemnifying Party shall not consent to the entry of
any  judgment  or enter  into any  settlement  that  requires  any action by the
Indemnified Party other than the payment of money.

(d) For  purposes  of this  Section  5.2,  the  Notice of Claim  shall be deemed
delivered  (i) on the third  business  day after the date of the postmark on the
registered  or certified  mail  containing  the Notice of Claim,  or (ii) if the
Notice of Claim is personally delivered, on the date of such personal delivery.

5.3 Recovery of Indemnification  Obligations. The parties hereto acknowledge and
agree that  Acquiror's  and WMAC's  sole  recourse  to recover for its rights to
indemnification  under  Section  5.1(a)  above shall be limited to the return by
each  Stockholder of the number of shares of Acquiror Common Stock sufficient to
satisfy  such  Stockholder's  pro rata  portion  of the  indemnified  claim.  In
addition, the Stockholders hereby acknowledge and agree that their sole recourse
to recover for their respective rights to  indemnification  under Section 5.1(b)
above shall be limited to the issuance of a number of shares of Acquiror  Common
Stock (all of which  shall be issued  subject to the  restrictions  set forth in
Section 2.19 above)  sufficient to satisfy the  Stockholders'  indemnified claim
or, at the  election of  Acquiror,  a cash  payment  equal to the amount of such
claim. In the event that the Stockholders return shares of Acquiror Common Stock
to the Acquiror,  or the Acquiror  issues  additional  shares of Acquiror Common
Stock to the  Stockholders in accordance  with the foregoing,  the value of each
share of Acquiror  Common  Stock to be  returned or issued,  as the case may be,
shall be  determined  based upon the average  closing  sales price of a share of
Acquiror  Common  Stock  for  the  thirty  (30)  day  period  ending  on the day
immediately  prior to the date that it is determined that the indemnified  claim
is valid.

         5.4      Stockholders' Agent.

(a) S. Patrick Martin shall be and hereby is constituted  and appointed as agent
and  attorney  in fact  (the  "Stockholders'  Agent")  for and on  behalf of the
Company  and  each  of  the   Stockholders  to  give  and  receive  notices  and
communications,  to authorize  delivery to Acquiror of Acquiror  Common Stock or
other property in satisfaction of indemnification claims under this Article VII,
to object to such deliveries, to agree to, negotiate, enter into settlements and
compromises  of, and demand  arbitration  and comply  with  orders of courts and
awards of  arbitrators  with  respect to such  claims,  and to take all  actions
necessary  or  appropriate  in the judgment of the  Stockholders'  Agent for the
accomplishment of the foregoing.  Such agency may be changed by the holders of a
majority in interest of the Merger Shares owned by the Stockholders from time to
time upon not less than ten (10) days' prior written notice to Acquiror. No bond
shall be required of the Stockholders'  Agent, and the Stockholders' Agent shall
receive no compensation for his services.  Notices or  communications to or from
the Stockholders'  Agent shall constitute notice to or from the Company and each
of the Stockholders.

(b) The Stockholders'  Agent shall not be liable to the Stockholders for any act
done or omitted hereunder as the Stockholders'  Agent while acting in good faith
and in the exercise of reasonable judgment, and any act done or omitted pursuant
to the advice of counsel  shall be conclusive  evidence of such good faith.  The
Stockholders  shall  severally  indemnify the  Stockholders'  Agent and hold him
harmless  against  any  loss,   liability  or  expense  incurred  without  gross
negligence or bad faith on the part of the  Stockholders'  Agent and arising out
of or in  connection  with  the  acceptance  or  administration  of  his  duties
hereunder.

5.5 Actions of the Stockholders' Agent. A decision,  act, consent or instruction
of the  Stockholders'  Agent shall constitute a decision of all Stockholders and
shall  be  final,  binding  and  conclusive  upon  the  Company  and  each  such
Stockholder,  and Acquiror and WMAC may rely upon any decision,  act, consent or
instruction of the  Stockholders'  Agent as being the decision,  act, consent or
instruction  of the Company and each and every such  Stockholder.  Acquiror  and
WMAC are hereby  relieved  from any liability to any person for any acts done by
them in  accordance  with such  decision,  act,  consent or  instruction  of the
Stockholders' Agent.

                                   ARTICLE VI
                               GENERAL PROVISIONS

6.1 Survival of Representations, Warranties and Agreements. All representations,
warranties,  covenants  and  agreements in this  Agreement or in any  instrument
delivered  pursuant to this  Agreement  shall  survive the  consummation  of the
Merger; provided, however, that all representations,  warranties,  covenants and
agreements to be performed or complied  with prior to the  Effective  Time shall
terminate twelve (12) months after the Effective Time.

6.2 Notices. All notices and other communications  hereunder shall be in writing
and shall be deemed  given if delivered  personally  or by  commercial  delivery
service, or mailed by registered or certified mail (return receipt requested) or
sent via facsimile (with acknowledgment of complete transmission) to the parties
at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

                  (a)      if to Acquiror or WMAC, to:

                           CGI Holding Corporation
                           8400 Brookfield Avenue
                           Brookfield, Illinois  60513
                           Attention:  Mr. John Giura, President
                           Facsimile: (708) 387-2599

                           with a copy to:

                           GoodSmith, Gregg & Unruh
                           300 South Wacker
                           Suite 3100
                           Chicago, Illinois  60606
                           Attention:  Marilee C. Unruh, Esq.
                           Facsimile:  (312) 322-0056

                  (b)      if to the Company or the Principal Stockholder, to:

                           World Mall, Inc.
                           630 Davis Drive
                           Suite 140
                           Morrisville, North Carolina  27560
                           Attention:  Mr. S. Patrick Martin, President
                                            and Chief Executive Officer
                           Facsimile:  (919) 433-3030

                           with a copy to:

                           Harris Beach LLP
                           130 East Main Street
                           Rochester, New York  14604
                           Attention:  Patrick J. Dalton, Esq.
                           Facsimile:  (716) 955-4965

6.3 Table of Contents; Headings. The table of contents and headings contained in
this  Agreement are for reference  purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

6.4 Entire  Agreement;  Assignment.  This Agreement,  the Schedules and Exhibits
hereto, and the documents and instruments and other agreements referenced herein
among the parties hereto (i) constitute the entire  agreement  among the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof, (ii) are not intended to confer upon any other person any
rights or remedies  hereunder,  and (iii) shall not be assigned by  operation of
law or otherwise.

6.5  Severability.  In the event that any  provision  of this  Agreement  or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as to reasonably  effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

6.6  Rules of  Construction.  The  parties  hereto  agree  that  they  have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

6.7 Specific Performance. The parties hereto agree that irreparable damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  hereof in any court of the United States or any state
having  jurisdiction,  this being in addition to any other  remedy to which they
are entitled at law or in equity.

6.8  Waivers.  No waiver of any of the  provisions  of this  Agreement  shall be
deemed or shall constitute a waiver of any other provision hereof, nor shall any
such waiver constitute a continuing waiver unless otherwise  expressly  provided
in such waiver.

6.9 Amendment.  In compliance with applicable law, this Agreement may be amended
by the  parties  hereto at any time by  execution  of an  instrument  in writing
signed on behalf of each of the parties hereto.

6.10  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

6.11  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when one or more counterparts have been signed by each of the parties,
it being understood that all parties need not sign the same counterpart.

IN WITNESS WHEREOF,  Acquiror, the Company and the Stockholders have caused this
Agreement to be signed as of the date first written above.

                              CGI HOLDING CORPORATION
                              By:
                              John Giura, President

                              WORLD MALL ACQUISITION CORPORATION
                              By:
                              S.Patrick Martin, President

                              WORLD MALL, INC.
                              By:
                              S. Patrick Martin, President and
                              Chief Executive Officer

                              STOCKHOLDERS:

                                            S. Patrick Martin

                                            Kristen Albright

                                            Richard H. Albright, Jr.

                                            Sandra Cansaul

                                            Shannon Cansaul

                                            Arunas Chesonis

                                            CORE BUSINESS SOLUTIONS

                                            By:
                                            Title:
                                           Patrick J. Dalton

                                           Thomas A. DeSimon

                                           Lucia Ann Dwyer, as Joint Tenant with
                                           a Right of Survivorship with
                                           Thomas Dwyer

Thomas Dwyer, as Joint Tenant with a
Right of Survivorship with Lucia Ann Dwyer

Laura J. Flynn, as Joint Tenant with
a Right of Survivorship with Terrance P. Flynn

Terrance P. Flynn, as Joint Tenant with
a Right of Survivorship with Laura J. Flynn

Elizabeth F. Fogarty

Francis M. Fogarty

Karen Fogarty

Prem N. Gupta, as Joint Tenant with
a Right of Survivorship with Rama R. Gupta

Rama R. Gupta, as Joint Tenant with a
Right of Survivorship with Prem N. Gupta

Edwin Hufsmith

Benton Kendig

Chadd Lomoglio

James A. Martin

Michael J. Masino

Nicholas Masterpole, Jr.

Christopher Moss

Daniel J. Moore

 Archie Neisz

 OXFORD GROUP ASSOCIATES

 By:    _____________________________
 Title:  _____________________________

Joseph D. Picciotti

Justin M. Rapp

Shari Tenzer-Urtz

Hugh R. Thomas

DISCLOSURE SCHEDULES OF CGI HOLDING CORPORATION

3.2                    Authority of Acquiror

3.5                    No Material Adverse Change

3.6                    Litigation

3.8                    Brokers' and Finders' Fees:  Third-Party Expenses

3.10                   Authority of WMAC

DISCLOSURE SCHEDULES OF WORLD MALL, INC.

1.6                    Distribution of Merger Consolidation

2.2(a)                 List of Stockholders

2.2(b)                 Outstanding Options and Warrants

2.3                    Subsidiaries

2.4                    Conflicts; Violations; Consents

2.5                    Undisclosed Liabilities

2.6                    Material Changes Since December 1,  2000

2.8(a)                 Financial Statements Delivered to CGI

2.8(b)                 Financial Projections Delivered to CGI

2.9(a)                 Real Property Owned by World Mall/Real Property
                       Leased by World Mall

2.9(b)                 Liens on Real Property Owned or Leased by World Mall

2.10                   Litigation

2.11                   Insurance

2.12                   Material Agreements

2.15                   Broker/Finder Fees; Agent Commissions

2.16(a)                List of Current Employees

2.16(b)                Employment Agreement; Plans; Policies

2.16(e)                Wage Arrears

2.16(f)                Labor Disputes

2.17                   Intellectual Property
2.18                   Bank Accounts

2.20                   Government Consents

2.21                   Business Outside the Ordinary Course Since
                       December 1, 2000

Item 7. Financial Statements

                          INDEPENDENT AUDITOR'S REPORT

World Mall.Com
1988 South Clinton Avenue
Rochester, NY 14618-5620

We have audited the accompanying balance sheets of World Mall.Com as of December
31, 2000 and the related  statements of operations,  retained  earnings and cash
flows for the year then ended. These financial statements are the responsibility
of the  company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audit provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of World Mall.Com as of December
31, 2000 and the results of its  operations  and its cash flow for the year then
ended, in conformity with generally accepted accounting principles.

/s/Poulos & Bayer

Poulos & Bayer
March 19, 2001

                   TABLE OF CONTENTS

EXHIBIT "A"                 -   Balance Sheet
                                December 31, 2000

EXHIBIT "B"                 -   Statement  of Shareholders' Equity
                                Twelve Months Ended December 31, 2000

EXHIBIT "C"                 -  Consolidated Statement of Operations
                                Year Ended December 31, 2000

EXHIBIT "D"                 -   Statement of Cash Flows
                                Year Ended December 31, 2000

EXHIBIT "E"                 -   Footnotes to Financial Statements
                                December 31, 2000

                                   EXHIBIT "A"

                                 WORLD MALL.COM
                                  BALANCE SHEET
                                DECEMBER 31,2000

                                     ASSETS
Current Assets
 Cash in Bank                                $99,703
 Accounts Receivable
 (Net of allowance of $50,000)               293,574
 Prepaid Expenses                             45,063
                                         ------------
Total Current Assets                                    $438,340

Fixed Assets
 Furniture and Equipment                     $19,233
 Less:  Accumulated Depreciation               2,360
                                         ------------
Net Fixed Assets                                          16,873

Other Assets
 Deposits  (Note A)                                       86,503
                                                      -----------

       TOTAL ASSETS                                     $541,716
                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts Payable                           $228,992
 Loans Payable                                12,636
 Deferred Revenue (Note B)                   146,589
 Current Portion-Note Payable                 66,667
                                          -----------
Total Current Liabilities                               $454,884

Long-Term Liabilities
       Note Payable (Note C)                $185,528
       Less:  Current Portion                 66,668
                                          -----------
Net Long-Term Liabilities                                118,860

Stockholders' Equity
 Equity Advances-CGI Holdings
 (Note D)                                   $470,000
 Common Stock (20,000,000 authorized,
 9,274,499 issued)                             9,274
 Paid in Capital                             401,030
 Retained Earnings                          (912,332)
                                          -----------
       Total Stockholders' Equity                        (32,028)
                                                       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $541,716
                                                       ===========
                                   EXHIBIT "B"

                                 WORLD MALL.COM
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                DECEMBER 31,2000

                        EQUITY     COMMON       PAID IN      RETAINED
                      ADVANCES      STOCK       CAPITAL      EARNINGS
                    ------------ ------------ ------------ ------------

JANUARY 1, 2000              $0        $8,457     $118,243     ($65,923)

NET LOSS                      0             0            0     (846,409)

ISSURANCE OF SHARES           0           817      282,787            0

EQUITY ADVANCE          470,000             0            0            0

                    ------------ ------------ ------------ ------------
DECEMBER 31, 2000      $470,000        $9,274     $401,030    ($912,332)
                    ============ ============ ============ ============

                                   EXHIBIT "C"

                                 WORLD MALL.COM
                      CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000

                                               AMOUNT              PERCENT
                                           ---------------      ---------------

NET SALES                                        $901,732              100.00%

OPERATING EXPENSES                                204,222               22.65%

SELLING EXPENSES                                  864,888               95.91%

FINANCE EXPENSES                                  394,769               43.78%

OTHER EXPENSES                                    265,435               29.44%

INTEREST EXPENSE                                   18,826                2.09%
                                           ---------------      ---------------

NET LOSS                                        ($846,409)             -93.86%
                                           ===============      ===============
                                   EXHIBIT "D"

                                 WORLD MALL.COM
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2000

Cash Flows from Operating Activities
      Net Loss                                     ($846,409)
      Non Cash Items to Reconcile Net  Loss with Net Cash
      Depreciation                                     2,360
Other Changes
      Accounts Receivable- Increase                 (284,493)
      Prepaid Expenses-Increase                      (32,442)
      Accounts Payable-Increase                      223,437
      Deferred Income-Increase                       138,531
      Other Assets-Increase                          (77,253)
                                                  -----------
Net Cash Used By Operating Activities                           ($876,269)

Cash Flows from Investing Activities
      Fixed Assets Acquired                                       (19,234)

Cash Flow from Financing  Activities
      Net Loans                                     $185,528
      Equity Advances                                470,000
      Common Stock Proceeds                          283,604
                                                  -----------
Net Cash Provided by Financing Activities                         939,132
                                                               -----------

Net Cash Increase                                                 $43,629

Cash Balance January 1                                             56,074
                                                               -----------

Cash Balance December 31                                          $99,703
                                                               ===========
                                   EXHIBIT "E"

                                 WORLD MALL.COM
                        FOOTNOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

  I    Company Background
This company was  incorporated  in October 1999 in the State of New York.  It is
primarily  engaged in the internet  industry and provides web site  development,
hosting  support,  maintenance  and an on-line  shopping  mall through which web
sites may be accessed.

  II   Significant Accounting Policies
The company recognizes income in the period that it is earned,  thus giving rise
to deferred  income that is  reflected  on the balance  sheet.  These  Financial
Statements  reflect the  combined  activities  of the company and it's  Canadian
subsidiary.

 III   Notes to the Financial Statements
          Note A)  Deposits
             Deposits on Office Equipment                           $4,938
             Deposit on Computer Lease                                 363
             Deposits on Office Space                               81,202
                                                              -------------
                                  Total                            $86,503
                                                              =============

Note B) Deferred  Revenue
All  services  that are  billed in any given  month have a product  code,  which
determines  the length of service to the  related  billing.  Any  portion of the
billing which is for future periods is deferred.

Note C) Notes Payable
In  consideration  of voiding a royalty  agreement  (re:  the  domain  name) the
company  negotiated a lump sum settlement of $200,000.  This amount was borrowed
from High Falls Development of Rochester,  NY. The note is dated August 25, 2000
and provides for a monthly  repayment of $5,555.56 plus interest at prime plus 2
with a ceiling of 12.5% and floor of 11.5%.  The  maturity  date is  November 1,
2003.
             Scheduled principal payments
                             2001         66,666.72
                             2002         66,666.72
                             2003         52,194.32

Note D) Equity Advances
In  contemplation  of a merger with C.G.I.  Holding of  Brookfield,  Illinois (a
publicly  traded  company)  to be  completed  in 2001,  C.G.I.  Corporation  has
advanced the company $470,000. Of this amount $420,000 has been in cash advances
and $50,000 rent deposit for additional office space in North Carolina.

This merger will result in a common share  exchange  between the  companies.  No
shares of the company were issued to C.G.I.  Corporation as of the balance sheet
date.

Note E) Commitments
The company currently rents three office spaces.
1)Administration,  Rochester,  N.Y. No lease, monthly rent $731.00 on a month to
month.

2)Sales and  Development  Office,  N.C.  Terms of Lease  12/01/00 for 63 months,
monthly rented $12,422.13.

3)Support Office,  Carleton Place,  Ontario,  Canada.  No lease,  monthly rented
$1,337.50 (Canadian Dollars)

The company leases all required computer and related equipment, generally over a
36 month period. The monthly lease charges are expensed as they are incurred.

Note F) Contingencies
The  company  is in  litigation  with Cat Tales  Collectibles,  Inc.,  in a suit
representing false representations.  The company denies the allegation.  Damages
being sought against the company are $15,000.