United States Securities And Exchange Commission
                              Washington, DC 20549
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                                    FORM 8-K

                                 Current Report
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act Of 1934


Date of Report (Date of earliest event reported): December 5, 2002
                                                  ------------------------------

                         Provectus Pharmaceuticals, Inc.
               (Exact Name of Registrant as Specified in Charter)




          Nevada                        0-9410                   90-0031917
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(State or Other Jurisdiction of      (Commission              (I.R.S. Employer
Incorporation or Organization)       File Number)         Identification Number)


7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee             37931
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       (Address of Principal Executive Offices)                 (Zip Code)


Registrant's telephone number, including area code:         865/769-4011
                                                     ---------------------------

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          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 2. Acquisition or Disposition of Assets.

       On  December  5,  2002,   Provectus   Pharmaceuticals,   Inc.,  a  Nevada
corporation  (the  "Company"),  announced  that it had  acquired  the  assets of
Pure-ific,  L.L.C., a Utah limited  liability  company  ("Pure-ific"),  from the
members of Pure-ific  (the "Owners") in a tax-free  reorganization  in which (i)
the Owners transferred the assets of Pure-ific to Pure-ific Corporation, a newly
created  Nevada  corporation  ("New  Pure-ific"),  in exchange  for stock of New
Pure-ific,  and then (ii) the Company acquired all of the stock of New Pure-ific
from the Owners (the "Acquisition").  The Acquisition was accomplished  pursuant
to an Asset Purchase Agreement dated as of December 5, 2002 among Pure-ific, New
Pure-ific and the Owners (the "Asset  Purchase  Agreement"),  a copy of which is
filed as Exhibit 2.1 hereto, and a Stock Purchase Agreement dated as of December
5, 2002 among the Company,  New  Pure-ific  and the Owners (the "Stock  Purchase
Agreement"),  a copy of which is filed as Exhibit 2.2  hereto.  By virtue of the
Acquisition, New Pure-ific became a wholly owned subsidiary of the Company.

       The assets acquired from Pure-ific consist principally of the "Pure-ific"
trademarks and product  formulations for personal sanitizing sprays. The Company
intends  to cause  New  Pure-ific  to use  these  assets  in  order to  continue
development,  marketing  and  over-the-counter  sales  of  a  line  of  personal
sanitizing sprays.

       As consideration for the acquisition of Pure-ific,  in the Acqusition the
Company issued an aggregate of 25,000 of its common shares,  $.001 par value per
share (the "Common  Shares") to the Owners.  In addition,  pursuant to the Stock
Purchase Agreement,  the Company will issue the Owners warrants for an aggregate
of 80,000  Common  Shares at an exercise  price of $0.50 per share,  the closing
price of the Common  Shares on  December 5, 2002 (the  "Warrants")  upon (i) the
achievement of certain targets for sales of personal sanitizing sprays using the
formulations  acquired  from  Pure-ific;  and (ii) the  first,  second and third
anniversaries  of the completion  date of the  Acquisition.  The Warrants,  when
issued,  will be  governed by a Warrant  Agreement  dated as of December 5, 2002
among  the  Company  and the  Owners,  a copy of which is filed as  Exhibit  4.1
hereto.

       Except for  consulting  agreements  entered into in  connection  with the
Acquisition  with  certain of the Owners,  there are no  material  relationships
between  the  Company  and  Pure-ific  or any of  their  respective  affiliates,
directors or officers.

Item 5. Other Events.

       1. The Company issued a press release dated December 12, 2002  announcing
the  acquisition  of Pure-ific.  A copy of that news release is filed as Exhibit
99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)    Financial Statements of Businesses Acquired.

       Pursuant to Rules  3-05(a)(2) and 11-01(d) of Regulation S-X, the Company
has  determined  that the assets  acquired in the Merger do not  constitute  the
acquisition  of a "business"  within the meaning of Rule  11-01(d) of Regulation
S-X. This determination is based on the following factors:

       1. The assets  owned by  Pure-ific  consisted  entirely  of  intellectual
property,  principally  trademarks and product  formulations.  Pure-ific did not
own,  and the t Company did not acquire  from  Pure-ific,  any assets that would
constitute indicia of a "business" as accounts  receivable,  customer lists, and
similar assets.

                                       1
<PAGE>

       2. At the time of the  Acquisition,  Pure-ific  had no customer  base, no
continuing  operations,  no  distribution  mechanisms and no sales force for the
sale of products embodying the acquired product formulations.

       3. Prior to the  Acquisition,  Pure-ific  had not  generated any revenues
from the assets acquired by the Company.  The assets acquired by the Company are
developmental in nature,  and will require the investment of additional  capital
in order to achieve commercialization.

       In view of the determination  described above, the Company has determined
that it has no obligation to file the financial statements otherwise required by
Item 7(a)(2) of Form 8-K.

(b)    Pro Forma Financial Information.

       In view of the  determination  described in Item 7(a) above,  the Company
has  determined  that it has no  obligation  to file  the  pro  forma  financial
information otherwise required by Item 7(b)(2) of Form 8-K.

(c)    Exhibits.

       Exhibits  required by Item 601 of Regulation S-B are incorporated  herein
by reference and are listed on the attached Exhibit Index,  which begins on page
X-1 of this Current Report on Form 8-K.

                                       2

<PAGE>

                                   Signatures

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


                                          Provectus Pharmaceuticals, Inc.


Dated:   December 19, 2002                By:/s/Daniel Hamilton
                                             -----------------------------------
                                             Daniel R. Hamilton
                                             Chief Financial Officer

                                       3
<PAGE>



                                 Exhibit Index

Exhibit No.                              Description

2.1*     Asset Purchase  Agreement  dated as of December 5, 2002 among Pure-ific
         Corporation, a Nevada corporation ("New Pure-ific"), Pure-ific, L.L.C.,
         a Utah  limited  liability  company  ("Pure-ific"),  and Avid Amiri and
         Daniel Urmann.

2.2*     Stock Purchase  Agreement  dated as of December 5, 2002 among Provectus
         Pharmaceuticals,  Inc.,  a  Nevada  corporation  (the  "Company"),  New
         Pure-ific, and Avid Amiri and Daniel Urmann.

4.1*     Warrant Agreement dated as of December 5, 2002 among the Company,  Avid
         Amiri and Daniel Urmann.

4.2      Form of Warrant issuable pursuant to the Warrant Agreement.

99.1     Press Release of the Company dated December 12, 2002.

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

*        The  Company  agrees by this  filing to  supplementally  furnish to the
         Commission,  upon request,  a copy of the exhibits and/or  schedules to
         this agreement.

                                      X-1
<PAGE>
                                                                Exhibit 2.1


                            ASSET PURCHASE AGREEMENT

       This Asset Purchase Agreement (this "Agreement") is made and entered into
as  of  December  5,  2002  (the  "Effective   Date")  by  and  among  Pure-ific
Corporation,  a Nevada  corporation  (the "Buyer");  Pure-ific,  L.L.C.,  a Utah
limited liability company (the "Seller"); and Avid Amiri, an individual resident
of the State of Utah ("Amiri"), and Daniel Urmann, an individual resident of the
State of Utah ("Urmann").

                                    Recitals

       A. The Members own one hundred percent (100%) of the membership  interest
in the Seller.

       B. The Buyer  desires to purchase all of the  Seller's  assets and assume
substantially  all of its liabilities and the Seller desires to sell such assets
and assign such  liabilities  to the Buyer,  all on the terms and subject to the
conditions set forth herein.

       C. The Buyer has agreed to issue to the Seller, for ultimate distribution
to the Members, a number of shares of the Buyer's Common Shares, par value $.001
per share (the "Buyer  Shares"),  on the terms and subject to the conditions set
forth in this Agreement.

       D. It is intended that this transaction be a tax free  reorganization  as
set forth in ss.  368(a)(1)(C) of the Internal  Revenue Code of 1986, as amended
(the "Code").

                                    Agreement

       THEREFORE,  in  consideration  of  the  mutual  benefits  to  be  derived
therefrom and of the respective mutual covenants and agreements  hereinafter set
forth, the parties hereby agree as follows:

                                       1.
                         Definitions and Interpretation

1.01.  Certain Definitions

       For  the  purposes  of this  Agreement,  the  following  terms  have  the
following meanings:

       (a) "Accounts  Receivable"  means (i) all trade  accounts  receivable and
other rights to payment from customers of the Seller and the full benefit of all
security for such accounts or rights to payment,  including  all trade  accounts
receivable  representing  amounts  receivable  in  respect  of goods  shipped or
products  sold or services  rendered to customers of the Seller,  (ii) all other
accounts or notes  receivable of the Seller and the full benefit of all security
for such accounts or notes and (iii) any claim, remedy or other right related to
any of the foregoing.

       (b)  "Adverse  Consequences"  means  all  Proceedings,  claims,  demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  Liabilities,  obligations,  Taxes,
Encumbrances,  losses,  expenses and fees,  including court costs and attorneys'
fees and expenses.

       (c)  "Business"   means  the  development,   production,   marketing  and
distribution  of an  antibacterial  spray  hand  cleaner,  under the trade  name
"Pure-ific."

       (d) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business.

                                       1
<PAGE>

       (e)  "Confidential  Information"  means  any  and  all of  the  following
information  of the  Seller,  the  Buyer  or the  Members  that  has been or may
hereafter be disclosed in any form, whether in writing,  orally,  electronically
or  otherwise,  or  otherwise  made  available  by  observation,  inspection  or
otherwise  by either party (the Buyer on the one hand or the Seller and Members,
collectively,  on the  other  hand)  or  its  Representatives  (collectively,  a
"Disclosing Party") to the other party or its Representatives  (collectively,  a
"Receiving Party"):

           (i) all  information  that is a trade secret under  applicable  trade
secret or other law;

           (ii)  all  information  concerning  product   specifications,   data,
know-how, formulae,  compositions,  processes,  designs, sketches,  photographs,
graphs,  drawings,  samples,  inventions  and ideas,  past,  current and planned
research and  development,  current and planned  manufacturing  or  distribution
methods  and  processes,   customer  lists,  current  and  anticipated  customer
requirements,  price lists, market studies,  business plans,  computer hardware,
Software and computer software and database  technologies,  systems,  structures
and architectures;

           (iii) all  information  concerning  the  business  and affairs of the
Disclosing Party (which includes  historical and current  financial  statements,
financial  projections  and  budgets,  tax returns and  accountants'  materials,
historical,  current and projected  sales,  capital  spending budgets and plans,
business plans, strategic plans, marketing and advertising plans,  publications,
client and customer lists and files, contracts, the names and backgrounds of key
personnel and personnel training techniques and materials,  however documented),
and all information  obtained from review of the Disclosing Party's documents or
property or discussions  with the Disclosing Party regardless of the form of the
communication; and

           (iv) all notes, analyses, compilations,  studies, summaries and other
material  prepared by the Receiving Party to the extent  containing or based, in
whole or in part, upon any information included in the foregoing.

       (f) "Consent" means any approval, consent, ratification,  waiver or other
authorization.

       (g)  "Contemplated  Transactions"  means  the  sale and  purchase  of the
Assets,  the  assumption of the Assumed  Liabilities,  the issuance of the Buyer
Shares and the other  transactions  contemplated by this Agreement and the other
Transaction Documents.

       (h)  "Contracts"  means  any and  all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments or undertaking to which the Seller is a party or to which the Seller
or the property of the Seller is subject or bound.

       (i)  "Damages"  means  any and  all  damages,  liabilities,  obligations,
penalties, fines, judgments, claims,  deficiencies,  losses, costs, expenses and
assessments,  including all attorneys' fees and costs, and interest  accruing on
such damages.

       (j)  "Database"  means any database of  information  and any and all data
contained  therein,  whether maintained in  machine-readable  form or otherwise,
including the related Programming Code and Documentation.

       (k) "Disclosure  Schedule" means the Disclosure  Schedule attached hereto
and incorporated herein by reference.

                                       2
<PAGE>

       (l) "Documentation"  means, with respect to a Software Program,  Web Site
or  Database:  (i) the Source  Code (with  comments),  as well as any  pertinent
commentary or explanation  prepared to render such materials  understandable and
usable  by  a  trained  computer   programmer;   (ii)  any  programs  (including
compilers),  "workbenches,"  tools and higher level (or "proprietary")  language
necessary for the development,  maintenance and  implementation  of the Software
Program,  Web Site or Database;  and (iii) any and all prepared and  deliverable
materials relating to the Software Program, Web Site or Database,  including all
notes, flow charts, programmer's or user's manuals.

       (m) "Domain  Name" means the Internet  address or URL  (Uniform  Resource
Locator) for a particular Web Site.

       (n) "Encumbrance" means any lien (statutory or other),  lease,  mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

       (o)  "Environmental  Laws" means all Laws pertaining to the protection of
the environment or of occupational health and safety.

       (p) "ERISA" means the Employees Retirement Income Security Act of 1974.

       (q) "ERISA Affiliate" means any entity that, together with the Seller, is
treated as a single employer  within the meaning of Section 414(b),  (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

       (r) "GAAP" means the  generally  accepted  accounting  principles  of the
United States, consistently applied.

       (s) "Governmental Authority" means any:

           (i) nation, state, county, city, town, borough,  village, district or
other jurisdiction;

           (ii) federal, state, local, municipal, foreign or other government;

           (iii)  governmental  or  quasi-governmental  authority  of any nature
(including any agency, branch, department, board, commission, court, tribunal or
other entity exercising governmental or quasi-governmental powers);

           (iv) multinational organization or body;

           (v) body  exercising,  or entitled or  purporting  to  exercise,  any
administrative,  executive, judicial, legislative,  police, regulatory or taxing
authority or power; or

           (vi) official of any of the foregoing.

       (t) "Governmental  Authorizations"  means any and all Consents,  permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

       (u) "Hazardous  Materials"  means any mixture or material  containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

                                       3
<PAGE>


       (v) "Intellectual Property" means all:

           (i) trademarks,  service marks, trade dress,  logos, trade names, and
corporate  names,  together with  translations,  adaptations,  derivations,  and
combinations   thereof  and  including  goodwill   associated   therewith,   and
applications, registrations, and renewals in connection therewith;

           (ii) patents, patent applications,  and patent disclosures,  together
with reissuances, continuations,  continuations-in-part,  revisions, extensions,
and reexaminations  thereof,  and inventions (whether patentable or unpatentable
and whether or not reduced to practice) and improvements thereto;

           (iii)   copyrightable    works,    copyrights,    and   applications,
registrations, and renewals in connection therewith;

           (iv) mask works and  applications,  registrations,  and  renewals  in
connection therewith;

           (v) Software Programs and Databases;

           (vi)  homes or  locations  on the  World  Wide Web and all of the Web
pages  and  text,  audio,  video  and  other  dynamic  and/or  static  materials
associated  with such home or  location,  including  Hypertext  Markup  Language
(HTML),  Java,  JavaScript,  Flash,  Structured Query Language (SQL),  graphics,
"look and feel,"  related  Programming  Code and  Documentation,  and all Domain
Names related thereto (collectively, "Web Sites");

           (vii) trade secrets and Confidential Information;

           (viii) other proprietary rights of any kind or nature;

           (ix) moral rights with respect to any of the foregoing; and

           (x) copies and tangible  embodiments  of any of the  foregoing in any
form or medium.

       (w) "Inventories" means all inventories of the Seller,  wherever located,
including all finished goods,  work in process,  raw materials,  spare parts and
all other  materials  and  supplies  to be used or consumed by the Seller in the
production of finished goods.

       (x) "Law" means any local, county, state, federal,  foreign or other law,
statute,  regulation,  ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted,  promulgated,  entered
into, agreed or imposed by any Governmental Authority.

       (y)  "Liability"  means with  respect to any  Person,  any  liability  or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

       (z)  "Material  Adverse  Change" means a material  adverse  change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

       (aa) "Members"  means Amiri and Urmann in their  capacities as members of
the Seller.

                                       4
<PAGE>

       (bb) "Ordinary Course of Business" means the conduct and operation of the
Business  in the manner in which the  Seller  has  conducted  and  operated  the
Business  at any time  prior to the  Effective  Date,  following  its  usual and
ordinary  accounting  practices,  making ordinary  accruals,  incurring ordinary
liabilities and expenditures,  and making ordinary  commitments for merchandise,
insurance, rentals, and other ordinary business.

       (cc) "Parties" means the Buyer, the Seller and the Members.

       (dd) "Permitted Encumbrances" means (i) real estate taxes and assessments
(general  and  special)  not yet due and  payable;  (ii) zoning  ordinances  and
municipal  land use  regulations;  (iii)  utility  distribution  line  easements
serving  the Real  Property;  (iv) the rights of the public in and to any public
roads  abutting  the Real  Property;  (v) any  matters  relating  to the Assumed
Liabilities; and (vi) any easements, restrictions,  encumbrances,  imperfections
of title or other matters of record which would not unreasonably  interfere with
the use and occupancy of the Real Property by the Buyer following the Closing.

       (ee)  "Plan"  means any  "plan,"  within the  meaning of Section  3(3) of
ERISA,  of which the  Seller or any ERISA  Affiliate  of the  Seller is or was a
"plan sponsor," within the meaning of Section 3(16)(B) of ERISA; or to which the
Seller  or any  ERISA  Affiliate  of the  Seller  otherwise  contributes  or has
contributed;  or in which  the  Seller  or any  ERISA  Affiliate  of the  Seller
otherwise participates or has participated.

       (ff)  "Person"  means  any  corporation,   limited   liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

       (gg)  "Proceeding"  means  any  action,   arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

       (hh) "Programming  Code" means computer  programming code,  including (i)
the  machine-readable  form thereof (the "Object Code"); (ii) the human-readable
form thereof and related  system  documentation,  including all comments and any
procedural code (the "Subject Code"); and (iii) any modifications,  revisions or
additions to either the Object Code or Source Code,  including all new releases,
that improve functions, add new functions, improve performance,  correct errors,
support new releases of operating  systems with which computer  programming code
is designed to operate,  support new  input/output  (I/O) devices or provide any
other incidental corrections and updates

       (ii) "Real  Property"  means (i) all  parcels and tracts of land in which
the Seller has an ownership interest; (ii) all buildings,  structures,  fixtures
and improvements located thereon, including those under construction;  and (iii)
all privileges, rights, easements,  hereditaments and appurtenances belonging to
or for the benefit thereof,  including all easements  appurtenant to and for the
benefit of any parcel  for,  and as the  primary  means of access  between,  the
parcel  and a public  way,  or for any other use upon  which  lawful  use of the
parcel for the purposes for which it is presently  being used is dependent,  and
all  rights  existing  in  and  to  any  streets,  alleys,  passages  and  other
rights-of-way  included  thereon or adjacent  thereto  (before or after vacation
thereof) and vaults beneath any such streets.

           (a) "Record" means information that is inscribed on a tangible medium
or that is  stored  in an  electronic  or other  medium  and is  retrievable  in
perceivable form.

       (jj) "SEC" means the United States Securities and Exchange Commission.

       (kk) "Securities Act" means the Securities Act of 1933.

                                       5
<PAGE>

       (ll) "Software  Program" means any computer software  program,  including
the related Programming Code and Documentation.

       (mm) "Tangible Personal Property" means all machinery,  equipment, tools,
furniture, office equipment,  computer hardware, supplies,  materials,  vehicles
and other items of tangible  personal property (other than Inventories) of every
kind owned or leased by the Seller (wherever  located and whether or not carried
on the Seller's  books),  together  with any express or implied  warranty by the
manufacturers  or sellers or lessors of any item or  component  part thereof and
all maintenance records and other documents relating thereto.

       (nn) "Tax" means any  federal,  state,  local or foreign  tax  (including
excise taxes, value added taxes, occupancy taxes, employment taxes, unemployment
taxes, ad valorem taxes, custom duties, transfer taxes, and fees), levy, impost,
fee,  imposition,  assessment or other governmental charge of any nature imposed
upon a Person,  including all taxes and governmental charges imposed upon any of
the personal properties, real properties, tangible or intangible assets, income,
receipts, payrolls,  transactions,  stock transfers, capital stock, net worth or
franchises of a Person  (including  all sales,  use,  withholding or other taxes
which a Person is required to collect  and/or pay over to any  government),  and
all related additions to tax, penalties or interest thereon.

       (oo) "Tax Returns" means all returns,  reports,  information returns, and
other  documents  (including  all related and supporting  information)  filed or
required to be filed with any  Governmental  Authority  in  connection  with the
determination, assessment, collection, or administration of any Taxes.

       (pp) "Third Party" means a Person that is not a party to this Agreement.

       (qq)  "Transaction  Documents"  means this Agreement,  the Assignment and
Assumption Agreement and the Intellectual  Property  Assignments,  together with
such other agreements, certificates,  contracts, documents or instruments as may
be necessary or desirable to consummate the Contemplated Transactions.

1.02.  Other Definitions

       Terms  defined in other  provisions of this  Agreement  have the meanings
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

                                       6
<PAGE>

       (d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

       (e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial Code as enacted in the State of Nevada and not  specifically  defined
herein are used herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this
Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                           Sale and Purchase of Assets

2.01.  Sale and Purchase of Assets

       On the terms and  subject to the  conditions  of this  Agreement,  on the
Closing Date, the Seller shall sell, convey, assign, transfer and deliver to the
Buyer,  and the  Buyer  shall  purchase,  acquire  and  accept  delivery  of the
following  assets and properties  owned by the Seller or in which the Seller has
an  interest as of the Closing  Date and used by the Seller  exclusively  in the
operation of the Business (collectively, the "Assets"):

       (a) All of the Seller's right, title and interest in all the Contracts;

       (b)  All  of  the  Seller's  right,  title  and  interest  in  and to any
Intellectual Property;

       (c) All Governmental Authorizations and all pending applications therefor
or renewals thereof, in each case to the extent transferable to the Buyer;

                                       7
<PAGE>

       (d) All of the Seller's utility,  security and other deposits and prepaid
expenses;

       (e)  All  of the  Seller's  instruments,  prepaid  assets  and  deposits,
receivables,  letters of credit proceeds,  unbilled costs and fees, tax refunds,
and accounts;

       (f)  The  Business  as a  going  concern  and  its  franchises,  permits,
insurance policies,  licenses,  telephone numbers, customer lists, vendor lists,
referral  lists and  contracts,  advertisers'  materials  and data,  restrictive
covenants,  chooses in action, and similar  obligations owing to the Seller from
present  and  former  shareholders,  members,  officers,  employees,  agents and
others,  together with all books, computer software,  files, papers, Records and
other data of the Seller  relating to the assets,  properties,  and operation of
the Business;

       (g) All  data  and  Records  related  to the  operations  of the  Seller,
including client and customer lists and Records,  referral sources, research and
development  reports and Records,  production  reports and Records,  service and
warranty Records,  equipment logs,  operating guides and manuals,  financial and
accounting  Records,  creative  materials,  advertising  materials,  promotional
materials,  studies,  reports,  correspondence  and other similar  documents and
Records and, subject to applicable Laws, copies of all personnel Records;

       (h) All rights under or pursuant to all warranties,  representations  and
guarantees  made  by  suppliers,   manufacturers  and  contractors  directly  in
connection with the operation of or affecting the Assets;

       (i) All insurance benefits,  including rights and proceeds,  arising from
or relating to the Assets or the Assumed  Liabilities prior to the Closing Date,
unless expended in accordance with this Agreement;

       (j) All  claims of the  Seller  against  third  parties  relating  to the
Assets,   whether   choate  or  inchoate,   known  or  unknown,   contingent  or
noncontingent; and

       (k) All other  properties and rights of every kind or nature owned by the
Seller and used exclusively in the operation of the Business.

2.02.  Excluded Assets

       Notwithstanding anything to the contrary in this Agreement, the following
assets of the Seller,  as well as any other  assets not defined as Assets or not
used  exclusively  in the Business,  shall be retained by the Seller and are not
being sold or  assigned  to the Buyer  hereunder  (collectively,  the  "Excluded
Assets"):

       (b) all cash, cash equivalents and short-term investments;

       (c) all minute books, stock Records and corporate seals;

       (d) all insurance  policies and rights  thereunder,  except to the extent
specified in Sections 2.01(i) and 2.01(j);

       (e) all  personnel  Records and other Records that the Seller is required
by law to retain in its possession;

       (f) all  claims  for  refund of Taxes and other  governmental  charges of
whatever nature;

                                       8
<PAGE>

       (g) all rights in connection with and assets of any Plans;

       (h) all  rights  of the  Seller  under  this  Agreement  and  the  other
Transaction Documents; and

       (i) The property and assets  expressly  designated in Section 2.02 of the
Disclosure Schedule.

2.03.  Assumption of Liabilities

       At the  Closing,  the Buyer  shall  assume and shall agree to satisfy and
discharge,  as  they  become  due,  all  liabilities,   obligations,   debts  or
commitments of the Seller, whether absolute or contingent, accrued or unaccrued,
asserted or unasserted, or otherwise (the "Assumed Liabilities"), including:

       (a) any trade account payable incurred in the Ordinary Course of Business
(other  than a trade  account  payable to any Member or a Related  Person of the
Seller or any Member) that  remains  unpaid at and is not  delinquent  as of the
Closing Date;

       (b) any Liability to the Seller's customers incurred by the Seller in the
Ordinary  Course of Business  for  nondelinquent  orders  outstanding  as of the
Closing Date reflected on the Seller's  books (other than any Liability  arising
out of or relating to a Breach that occurred prior to the Closing Date);

       (c) any  Liability  to the  Seller's  customers  under  written  warranty
agreements  given by the  Seller  to its  customers  in the  Ordinary  Course of
Business  prior to the Closing Date (other than any Liability  arising out of or
relating to a Breach that occurred prior to the Closing Date);

       (d) any  Liability  arising  after the Closing  Date under the  Contracts
included in the Assets (other than any Liability arising out of or relating to a
Breach that occurred prior to the Closing Date);

       (e) any Liability of the Seller  arising after the Closing Date under any
Contract  included  in the Assets that is entered  into by the Seller  after the
date hereof in accordance with the provisions of this Agreement  (other than any
Liability  arising out of or relating  to a Breach  that  occurred  prior to the
Closing Date); and

       (f)  any  Liability  of the  Seller  described  in  Section  2.03  of the
Disclosure Schedule.

2.04.  No Other Liabilities Assumed

       (a) The Seller  acknowledges  and agrees  that  pursuant to the terms and
provisions of this Agreement and under any Contract,  the Buyer shall not assume
any Liability of the Seller other than the Assumed  Liabilities.  In furtherance
and  not in  limitation  of the  foregoing,  neither  the  Buyer  nor any of its
Affiliates shall assume, and shall not be deemed to have assumed,  any Liability
of the Seller other than the Assumed  Liabilities (the "Excluded  Liabilities"),
including:

           (i) any  Liability  arising  out of or  relating  to  products of the
Seller to the extent  manufactured or sold prior to the Closing Date, other than
to the extent assumed under Sections 2.03(b), 2.03(c), 2.03(d) or 2.03(f);

           (ii) any Liability  under any Contract  assumed by the Buyer pursuant
to Section  2.03 that arises  after the  Closing  Date but that arises out of or
relates to any Breach that occurred prior to the Closing Date;

           (iii) any Liability  for Taxes,  including (A) any Taxes arising as a
result of the Seller's  operation of the Business or its ownership of the Assets
prior to the Closing Date, (B) any Taxes that will arise as a result of the sale
of the Assets  pursuant  to this  Agreement  and (C) any  deferred  Taxes of any
nature;
                                       9
<PAGE>

           (iv) any Liability  under any Contract not assumed by the Buyer under
Section 2.03, including any Liability arising out of or relating to the Seller's
credit facilities or any security interest related thereto;

           (v) any  Liabilities  under any  Environmental  Law arising out of or
relating to the operation of the Business or the Seller's leasing,  ownership or
operation of any real property;

           (vi) any  Liability in connection  with any employee  benefit plan or
program or relating to payroll,  vacation,  sick leave,  workers'  compensation,
unemployment benefits, pension benefits, employee stock option or profit-sharing
plans,  health care plans or benefits or any other employee plans or benefits of
any kind for the Seller's employees or former employees or both;

           (vii) any Liability  under any  employment,  severance,  retention or
termination  agreement  with any  employee  of the Seller or any of its  Related
Persons;

           (viii) any  Liability  arising  out of or  relating  to any  employee
grievance whether or not the affected employees are hired by the Buyer;

           (ix) any  Liability of the Seller to any Member or Related  Person of
the Seller or any Member;

           (x) any Liability to indemnify,  reimburse or advance  amounts to any
officer, director, employee or agent of the Seller;

           (xi) any Liability to  distribute  to any of the Seller's  members or
otherwise apply all or any part of the consideration received hereunder;

           (xii) any Liability  arising out of any Proceeding  pending as of the
Closing Date;

           (xiii) any Liability  arising out of any Proceeding  commenced  after
the Closing  Date and arising  out of or  relating  to any  occurrence  or event
happening prior to the Closing Date;

           (xiv) any  Liability  arising out of or  resulting  from the Seller's
compliance or noncompliance with any Law;

           (xv) any  Liability of the Seller  under this  Agreement or any other
document executed in connection with the Contemplated Transactions; and

           (xvi) any  Liability of the Seller  based upon the  Seller's  acts or
omissions occurring after the Closing Date.

       (b)  Disclosure  of any  Liability in the  Disclosure  Schedule or in any
other  Transaction  Document  shall not  create an  Assumed  Liability  or other
liability of the Buyer, except where such disclosed Liability expressly has been
assumed by the Buyer as an Assumed  Liability in accordance  with the provisions
of Section 2.03 of this Agreement.

2.05.  No Liens

       The Seller shall transfer good and marketable  title to the Assets to the
Buyer free and clear of all Encumbrances except Permitted Encumbrances.

                                       10
<PAGE>
                                       3.
                      Purchase Price and Method of Payment

3.01.  Payment

       As payment in full for the Assets purchased by the Buyer, the Buyer shall
issue  to the  Seller,  on the  terms  and  subject  to the  conditions  of this
Agreement, One Thousand (1,000) authorized but unissued Buyer Shares, subject to
adjustment as provided in Section 3.02.

3.02.  Adjustment

       If the  outstanding  the Buyer Shares are increased,  decreased,  changed
into or exchanged for a different  number of kind of shares or securities of the
Buyer  through a stock  split,  stock  dividend,  reverse  stock  split or other
similar transaction, the number of the Buyer Shares issuable pursuant to Section
3.01 shall be adjusted to reflect such transaction.  No adjustment shall be made
in connection  with the issuance of the Buyer Shares (or securities  convertible
into or  exercisable  for the Buyer  Shares)  as a result of a public or private
offering, merger or other acquisition, or the exercise of options or warrants.

3.03.  Liquidation of the Seller; Distribution to Members

       (a)  Subject  to the  requirements  of the Laws of the State of Utah,  as
promptly as possible  after the Closing  Date and in any event within six months
from the Closing  Date,  the Seller  shall  distribute  all the Buyer  Shares it
receives as a result of the  consummation  of  Contemplated  Transactions to the
Members in completing winding up and liquidation of the Seller. Such liquidation
shall be made as specified in the Seller's  Articles of  Organization,  with due
regard to any  preferences  to particular  classes of Members set forth therein,
and as required by the Utah  Limited  Liability  Company Act.  Fractional  Buyer
Shares will not be issued in connection with such distribution.  The Seller will
pay cash to the Members in lieu of fractional shares.

       (b)  Promptly  upon the  Closing,  the  Seller  shall  file  Articles  of
Dissolution  with the Utah  Secretary  of State,  which shall  provide  that the
Seller will be  dissolved  upon the  effective  date of such  filing,  but shall
continue its  corporate  existence for such time as is necessary to complete the
winding-up and liquidation of the Seller.  During such time, the Seller will not
engage in any business  activity  except as appropriate to wind up and liquidate
the Business and affairs.

       (c) In addition to the transfer of the Assets of the Seller to the Buyer,
all of the terms and  conditions set forth in this Agreement are for the purpose
of  carrying  out a tax  free  reorganization  within  the  meaning  of  Section
361(a)(1)(C) of the Code.
                                       4.
                                     Closing

4.01.  Time and Place of Closing

       The closing of the Contemplated  Transactions  (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 4.02 and 4.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

                                     11
<PAGE>

4.02.  Conditions Precedent to Obligations of the Seller and the Members

       The  obligations  of the Seller and the Members to effect the Closing and
to  consummate  the  Contemplated  Transactions  are  subject  to,  and shall be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

       (a) The  representations and warranties made by the Buyer in Section 6 of
this  Agreement  shall be  correct  in all  material  respects  on and as of the
Closing  Date  with the  same  force  and  effect  (except  as  affected  by the
transactions  contemplated herein or otherwise approved in writing by the Seller
and changes  occurring  after the Effective  Date in the ordinary  course of the
Buyer's business) as though such  representations had been made on and as of the
Closing Date.  The covenants of the Buyer  contained  herein shall not have been
breached in any material respect as of the Closing Date.

       (b) All of the terms,  covenants and  conditions of this  Agreement to be
complied  with and  performed  by the Buyer on or before the Closing  Date shall
have been complied with and performed.

       (c) From the Effective Date to the Closing Date, there shall have been no
Material Adverse Change in the Buyer.

       (d) No  Consent  of any  Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding  shall be  threatened  or be pending  against the Buyer or the Seller
which,  in the  opinion  of  counsel  for  the  Seller,  presents  a  reasonable
probability that the Contemplated  Transactions  would be enjoined or prevented,
except as otherwise agreed to in writing by the Seller.

       (e) The Buyer shall have  delivered or caused to be  delivered  (or shall
have  tendered or caused to be tendered,  subject only to Closing) to the Seller
the documents and instruments required by Section 4.05.

4.03.  Conditions Precedent to Obligations of the Buyer

       The  obligations of the Buyer to effect the Closing and to consummate the
Contemplated  Transactions  shall be subject to, and be  conditioned  upon,  the
satisfaction  of each of the  following  conditions  on or prior to the  Closing
Date:

       (a) The representations and warranties made by the Seller and the Members
in Section 5 of this Agreement hereof shall be correct in all material  respects
on and as of the Closing Date with the same force and effect (except as affected
by the transactions  contemplated herein or otherwise approved in writing by the
Seller and changes  occurring after the Effective Date in the Ordinary Course of
Business) as though such representations had been on and as of the Closing Date;
and none of the covenants of the Seller contained in Section 7 hereof shall have
been breached in any material respect as of the Closing Date.

       (b) All of the terms and conditions of this Agreement to be complied with
and  performed  by the Seller or the Members on or before the Closing Date shall
have been complied with and performed.

       (c) Since the Financial Statement Date, there shall have been no Material
Adverse Change in the condition of the Seller, financial or otherwise, from that
set forth in the Financial Statements.

                                       12
<PAGE>

       (d) All Consents of any Person or  Governmental  Authorizations  from any
Governmental  Authority which are required for the transfer of any Assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

       (e) No Proceeding  shall be threatened or be pending against the Buyer or
the Seller which, in the opinion of counsel for the Buyer, presents a reasonable
probability  that the  Contemplated  Transactions  or the  right of the Buyer to
continue the  operations  of the  properties,  Assets and Business of the Seller
would be enjoined or prevented,  except as otherwise agreed to in writing by the
Buyer.

       (f) No  properties  or Assets  of the  Seller  shall  have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Assets, the Business or the Seller.

       (g) The Buyer shall have received written evidence in form and substance
satisfactory to it of the termination of any and all Encumbrances  that encumber
any of the Assets or other properties of the Seller,  except as otherwise agreed
to in writing by the Buyer.

       (h) All  Consents  to the  assignment  of the  Contracts  shall have been
obtained.

       (i) At the Closing Date,  there shall exist,  to the best of the Members'
knowledge after due investigation, no violations of any Law materially affecting
the Assets, properties or Business of the Seller.

       (j) The  Seller and the  Members  shall  have  delivered  or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Buyer the documents and instruments required by Section 4.04.

4.04.  Seller's and Members' Performance at Closing

       At or prior to the Closing,  the Seller  and/or the Members shall deliver
to the Buyer:

       (a) An Agreement  of  Assignment  and  Assumption,  in the form  attached
hereto as Exhibit A (the  "Assignment and Assumption  Agreement"),  assigning to
the Buyer all of the  Acquired  Assets  that are  intangible  personal  property
(other than Intellectual Property described in Intellectual Property Assignments
executed  pursuant to Section 4.04(b)),  and containing the Buyer's  undertaking
and assumption of the Assumed Liabilities, duly executed by the Seller;

       (b) Assignments of all Intellectual Property, and separate assignments of
all registered Trademarks, Patents and Copyrights in the form attached hereto as
Exhibit B (each, an "Intellectual Property Assignment"), executed by the Seller;

       (c) Such other deeds, bills of sale, assignments,  certificates of title,
documents and other  instruments of transfer and conveyance as may reasonably be
requested by the Buyer, each in form and substance satisfactory to the Buyer and
its legal counsel and executed by the Seller;

       (d) a certificate  duly executed by an appropriate  officer of the Seller
to the effect that (i) all  representations and warranties made by the Seller in
this  Agreement are true and correct as of the Closing Date and (ii) none of the
covenants  made by the Seller in this  Agreement  have been  breached  as of the
Closing Date;

       (e) a certificate duly executed by each Member to the effect that (i) all
representations  and  warranties  made by the Members in this Agreement are true
and correct as of the Closing Date,  and (ii) none of the covenants  made by the
Members in this Agreement have been breached as of the Closing Date;

                                       13
<PAGE>

       (f)  evidence  satisfactory  to the Buyer of the receipt of all  Consents
required  to be  received  from any  Person and all  Governmental  Authorization
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Seller of the Contracts;

       (g) written  evidence to the effect that the  Seller's  Members  approved
this Agreement and the Contemplated Transactions in accordance with Utah law;

       (h)  possession  of the  Assets  and  all  originals  and  copies  of all
agreements,  instruments,  documents, deeds, books, records, files, tax returns,
and other data and information within the possession of the Seller pertaining to
the Seller; and

       (i)  satisfactory  evidence that the Buyer's  designees shall be the only
authorized  signatories  with respect to each of the Seller's  bank accounts and
credit facilities.

4.05.  Buyer's Performance at Closing

       At or prior to Closing,  the Buyer shall deliver or cause to be delivered
to the Seller or its shareholders as appropriate the following:

       (a) certificates representing the number of the Buyer Shares to be issued
pursuant to Section 3.01 hereof;

       (b) a certificate  executed by an officer of the Buyer to the effect that
(i)  all of the  representations  and  warranties  made  by the  Buyer  in  this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Buyer have been breached as of the Closing Date; and

       (c) written  evidence to the effect that the Buyer's  Board of  Directors
approved this Agreement and the Contemplated Transactions.

4.06.  Termination in Absence of Closing

       (a) If by the close of business on December 31, 2002, the Closing has not
occurred,  then either the Buyer or the Seller  thereafter  may  terminate  this
Agreement  by  written  notice  to such  effect to the  other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.

       (b)  Notwithstanding  approval  of the  transaction  by the  stockholders
and/or the Board of Directors of the Buyer,  this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Buyer if:

            (i) any  representation  or warranty  made herein for the benefit of
the  Buyer or any  certificate,  schedule  or  document  furnished  to the Buyer
pursuant to this Agreement is untrue then or at the time of Closing;

                                       14
<PAGE>

            (ii)  The  Seller  shall  have  defaulted  in  any  respect  in  the
performance of any obligation under this Agreement; or

            (iii) any Material Adverse Change in the Seller has occurred.

                                       5.
          Representations and Warranties of the Seller and the Members

       As a material  inducement to the Buyer to enter into this Agreement,  the
Seller and the Members jointly and severally  represent and warrant to the Buyer
as follows:

5.01.  Organization and Standing

       The  Seller  is a  limited  liability  company  duly  organized,  validly
existing and in good  standing  under the laws of the State of Utah and has full
limited liability company power and authority to own, manage, lease and hold the
Assets and to conduct the  Business as presently  conducted.  The Seller is duly
qualified to do business as a foreign limited  liability  company and is in good
standing in every  jurisdiction in which the failure to so qualify would cause a
Material  Adverse  Change.  Section 5.01 of the Disclosure  Schedule  contains a
complete and accurate list of all jurisdictions in which the Seller is qualified
to do business as a foreign limited liability company.

5.02.  Capitalization

       The  membership  interest  in  the  Seller  consists  of 100  issued  and
outstanding units of Membership Interest, all of which are owned directly by the
Members.  Except as provided in this Agreement,  (a) no  subscription,  warrant,
option,  convertible  security  or other  right  (contingent  or  otherwise)  to
purchase or acquire any membership interest in or capital stock of the Seller is
authorized  or  outstanding,  (b) the Seller has no  obligation  (contingent  or
otherwise) to issue any subscription,  warrant, option,  convertible security or
other such right or to issue or  distribute  to the  Members  any  evidences  of
indebtedness  or assets of the  Seller,  and (c) the  Seller  has no  obligation
(contingent  or  otherwise)  to  purchase,   redeem  or  otherwise  acquire  any
membership  interest  or capital  stock or any  interest in either or to pay any
dividend or make any other  distribution in respect of either. All of the issued
and outstanding  membership interest in the Seller has been offered,  issued and
sold by the Seller in compliance  with applicable  Federal and state  securities
laws.

5.03.  Subsidiaries, Etc.

       The Seller has no subsidiaries  and does not own or control,  directly or
indirectly, any shares of capital stock of any other corporation or any interest
in any partnership, joint venture or other non-corporate business enterprise.

5.04.  Authority for Agreement; No Conflicts

       (a) This Agreement constitutes the legal, valid and binding obligation of
the Seller and each Member,  enforceable against each of them in accordance with
its terms.  Upon the execution and delivery by the Seller and the Members of the
Transaction  Documents to which any of them are a party, each of the Transaction
Documents will constitute the legal,  valid and binding obligation of the Seller
and each of the Members, enforceable against each of them in accordance with its
terms. The Seller has the absolute and unrestricted  right,  power and authority
to execute and deliver this Agreement and the Transaction  Documents to which it
is a  party  and to  perform  its  obligations  under  this  Agreement  and  the
Transaction Documents, and such action has been duly authorized by all necessary
action by the Seller's members.  Each Member has all necessary legal capacity to
enter into this Agreement and the Transaction  Documents to which he or she is a
party and to perform his or her obligations hereunder and thereunder.

                                       15
<PAGE>

       (b)  The  execution  of  and  compliance   with  the  provisions  of  the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Seller and each Member will not  violate any  provision  of law and will not
conflict  with or  result  in any  breach  of any of the  terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Articles of Organization  or Operating  Agreement of the Seller;
(ii) any  Contract,  except  as set  forth  in  Section  5.04 of the  Disclosure
Schedule; (iii) any contract,  lease, agreement or other instrument to which any
Member is a party or by which they or any of their properties is bound;  (iv) or
any decree,  judgment,  order,  statute,  rule or  regulation  applicable to the
Seller or any Member.

5.05.  Governmental Authorizations

       (a) Except as set forth in Section 5.05 of the  Disclosure  Schedule,  no
Governmental  Authorization of or from any Governmental Authority is required on
the part of the Seller or any Member in connection with the execution,  delivery
and performance of the Transaction Documents and the Contemplated Transactions.

       (b)  The  Seller  has  all  Governmental   Authorizations   necessary  to
construct,  own, operate, use and/or maintain the Assets and the Business in all
locations   where  the  Seller   conducts  the   Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which could materially adversely affect the ability of the Buyer to own, operate
or use the Assets or conduct the Business after the Closing Date as the Business
has been operated by the Seller prior to the Effective Date.

5.06.  Litigation

       Except as set forth in Section 5.06 of the Disclosure Schedule,  there is
no  Proceeding  pending or  threatened  against  the Seller or any Member  which
questions  the  validity  of this  Agreement  or the right of the  Seller or any
Member to enter into it, or which might  cause,  either  individually  or in the
aggregate, a Material Adverse Change in the Assets, the Business or the Seller.

5.07.  Financial Statements

       Since January 1, 2000,  the Seller has not engaged in any business of any
kind, including the Business.

5.08. Absence of Material Changes

       From January 1, 2000 to the Effective Date, the Seller has not:

       (a) issued any  membership  interests or other  securities or granted any
option  or other  right to any  Person  for the  acquisition  of any  membership
interest in the Seller;

       (b)  incurred  any  Liabilities  except  Liabilities  entered into in the
Ordinary Course of Business;

       (c) discharged or satisfied any  Encumbrance or paid any Liability  other
than Liabilities referred to in Section 5.08(b);

                                       16
<PAGE>

       (d)  declared  or made any  payment  or  distribution  to the  Members or
purchased or redeemed any portion of the membership interest in the Seller;

       (e) mortgaged, pledged, or subjected to any Encumbrance any of the Assets
other than Encumbrances  created by Law for taxes not yet due or which are being
contested in good faith by appropriate proceedings;

       (f) sold or transferred any of the tangible Assets or cancelled any debts
or claims, except in each case in the Ordinary Course of Business;

       (g) sold, assigned, or transferred any Intellectual Property;

       (h) suffered any material  operating or extraordinary  loss or waived any
right of substantial value;

       (i) made any loan to,  borrowed  money from, or entered into any contract
or  understanding  with, any employee,  officer,  director,  manager,  member or
shareholder of the Seller;

       (j) made any payment or contracted  for payment for any bonus,  gratuity,
or other compensation to employees other than wages and salaries in effect as of
the Financial  Statement Date,  except wage and salary  adjustments  made in the
Ordinary  Course of Business for  employees who are not officers or directors of
the Seller;

       (k) had any union or labor difficulties or work stoppage;

       (l) entered into any  transaction  other than in the  Ordinary  Course of
Business;

       (m) entered into any leases of real or personal property;

       (n)  received  any notice of  termination  of any  Contract  which in the
aggregate would have a material adverse effect on the Seller; or

       (o)  entered  into any  Contracts  for which the Seller will incur a loss
from the provision of services.

5.09.  Liabilities

       The Seller shall  provide a list of all  Liabilities  of the Seller as of
the Closing  Date which shall be certified as true and correct by the Seller and
shall be incorporated into Section 5.09 of the Disclosure  Schedule.  The Seller
does not owe any amount to, or have any contract  with, or commitment to, any of
its members,  directors,  officers,  employees or consultants,  and none of such
persons owe any amounts to the Seller.

5.10.  Taxes

       The provision  made by the Seller for Taxes is sufficient in all material
respects  for payment of all accrued and unpaid  Taxes for the period then ended
and all prior periods.  The Seller has filed or has obtained presently effective
extensions with respect to all Tax Returns which are required to be filed by it,
such filed  returns are true and  correct and all Taxes shown  thereon to be due
have been timely paid with  exceptions  not material to the Seller.  Federal Tax
Returns of the Seller have not been audited by the Internal Revenue Service, and
no controversy with respect to Taxes of any type is pending or threatened.

                                       17
<PAGE>

5.11.  Inventories

       As of the Effective  Date,  the Seller holds no  Inventories  of any kind
whatsoever.

5.12.  Real Property

       As of the  Effective  Date,  the  Seller  neither  owns nor has any other
interest in any Real Property of any kind whatsoever.

5.13.  Tangible Personal Property

       As of the  Effective  Date,  the  Seller  neither  owns nor has any other
interest in any Tangible Personal Property of any kind whatsoever.

5.14.  Intellectual Property

       (a) Section  5.14(a) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(i)  of this  Agreement  which is  included in the
Assets (the  "Marks").  All Marks have been  registered  with the United  States
Patent and Trademark  Office,  are currently in compliance  with all formal Laws
(including  the  timely  post-registration  filing  of  affidavits  of  use  and
incontestability  and renewal  applications),  are valid and enforceable and are
not subject to any  maintenance  fees or taxes or actions  falling due within 90
days  after  the  Closing  Date.  No Mark  has  been or is now  involved  in any
opposition,  invalidation  or  cancellation  Proceeding  and no such  action  is
threatened with respect to any of the Marks. There is no potentially interfering
trademark or trademark  application of any other Person. No Mark is infringed or
has been  challenged  or  threatened  in any way.  None of the Marks used by the
Seller infringes or is alleged to infringe any trade name,  trademark or service
mark of any other Person. All products and materials  containing a Mark bear the
proper federal registration notice where permitted by law.

       (b) Section  5.14(b) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(ii)  of this  Agreement  that is  included in the
Assets (the  "Patents").  All of the issued  Patents are currently in compliance
with formal legal  requirements  (including  payment of filing,  examination and
maintenance fees and proofs of working or use), are valid and  enforceable,  and
are not subject to any  maintenance  fees or taxes or actions falling due within
90 days after the  Closing  Date.  No Patent has been or is now  involved in any
interference,  reissue,  reexamination,  or opposition  Proceeding.  There is no
potentially  interfering patent or patent application of any Third Party. Except
as set forth in Section  5.14(b) of the  Disclosure  Schedule,  (i) no Patent is
infringed or has been  challenged  or threatened in any way and (ii) none of the
products  manufactured  or sold, nor any process or know-how used, by the Seller
infringes or is alleged to infringe any patent or other proprietary right of any
other Person. All products made, used or sold under the Patents have been marked
with the proper patent notice.

       (c) Section  5.14(c) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(iii)  of this  Agreement  that is included in the
Assets (the  "Copyrights").  All of the  registered  Copyrights are currently in
compliance with formal Laws, are valid and  enforceable,  and are not subject to
any  maintenance  fees or taxes or actions  falling due within 90 days after the
Closing Date. No Copyright is infringed or has been  challenged or threatened in
any way.  None of the subject  matter of any of the  Copyrights  infringes or is
alleged to infringe any  copyright  of any Third Party or is a  derivative  work
based upon the work of any other Person. All works encompassed by the Copyrights
have been marked with the proper copyright notice.

                                       18
<PAGE>

       (d) Section  5.14(d) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(iv)  of this  Agreement  that is  included in the
Assets (the "Mask  Works").  All of the Mask Works are  currently in  compliance
with  formal  Laws,  are  valid  and  enforceable,  and are not  subject  to any
maintenance  fees or taxes or  actions  falling  due  within  90 days  after the
Closing Date. No Mask Work is infringed or has been  challenged or threatened in
any way. No Mask Work infringes or is alleged to infringe any right of any Third
Party or is based upon the work of any other Person. All products encompassed by
or made, used or sold using Mask Works have been marked with the proper notices.

       (e) Section  5.14(e) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description of (i) each Software  Program included in
the Assets (the  "Acquired  Software")  and (ii) each  Database  included in the
Assets (the "Acquired Databases").

       (f) Section  5.14(f) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description  of all Web Sites  included in the Assets
(the  "Business  Web Sites").  With respect to the Domain Names  relating to the
Business Web Sites:

            (i) All Domain Names have been  registered in the name of the Seller
and are in compliance with all formal Laws.

            (ii) No  Domain  Name has been or is now  involved  in any  dispute,
opposition,  invalidation  or  cancellation  Proceeding,  and no such  action is
threatened with respect to any Domain Name.

            (iii)  There is no  domain  name  application  pending  of any other
person which would or would  potentially  interfere  with or infringe any Domain
Name included therein.

            (iv) No Domain Name is infringed or has been challenged,  interfered
with or threatened in any way.

            (v) No Domain  Name  infringes,  interferes  with or is  alleged  to
interfere with or infringe the trademark,  copyright or domain name of any other
Person.

       (g) Section 5.14(g) of the Disclosure Schedule sets forth a complete list
of all  Software  Programs  developed  by one or more Third  Parties and used by
Seller in connection  with the Business (the "Third Party  Software  Programs").
Pursuant to one or more  Licenses (as defined  below),  the Seller has the right
and license to use each Third Party Software  Program in the manner in which the
Seller  currently  is  using  such  Third  Party  Software  Program   (including
incorporation  into Business Web Sites,  Acquired Software or Acquired Databases
where  applicable),  and all use of each  Third  Party  Software  Program by the
Seller has been in full compliance with the applicable License or Licenses.  Any
and all  Consents  to the  assignment  of any  License  which may be required to
consummate the  Contemplated  Transactions  shall be obtained prior to or on the
Closing Date.

       (h) The Marks, the Patents, the Copyrights,  the Mask Works, the Acquired
Software,  the Acquired Databases and the Business Web Sites (collectively,  the
"Intellectual Property Assets") are all those necessary for the operation of the
Business  as it is has been  conducted  by the  Seller at any time  prior to the
Effective Date. The Seller is the owner (or the licensee under a License) of all
right,  title and interest in and to each of the  Intellectual  Property Assets,
free  and  clear  of all  Encumbrances,  and  has  the  right  to use all of the
Intellectual  Property  Assets without  payment to a Third Party,  other than in
respect of Licenses. Immediately subsequent to the Closing, the rights in and to
the Intellectual Property Assets will be owned by the Buyer on terms and subject
to conditions  identical to those  prevailing for the Seller as of the Effective
Date.

                                       19
<PAGE>

       (i) Section  5.14(i) of the  Disclosure  Schedule sets forth the form and
placement of the proprietary  legends and copyright  notices  displayed in or on
the  Intellectual  Property  Assets.  In no instance has the  eligibility of the
Intellectual  Property Assets for protection  under  applicable Laws relating to
Intellectual  Property  been  forfeited to the public  domain by omission of any
required notice or any other action.

       (j) Section 5.14(j) of the Disclosure  Schedule identifies each document,
instrument  or other  notification  made  available to users of the Business Web
Sites  governing the terms and  conditions on which such users have accessed the
Business Web Site, including the Seller's privacy policies, terms and conditions
of use and terms and  conditions  of sale  (the "Web Site  Documents"),  and the
periods during which each Web Site Document was in force. The Seller  previously
has made available to the Buyer a copy of each Web Site Document.

       (k) The Seller has enforced the trade secret protection program set forth
in Section 5.14(k) of the Disclosure  Schedule as it relates to the Intellectual
Property,  and there has been no  violation  of such  program  by any  person or
entity. The Documentation  relating to the Web Sites, the Software Programs, the
Databases and the Third Party Software  Programs  incorporated  into any of them
(except for end user manuals and other items generally  delivered to end users),
(i) has at all  times  been  maintained  in  strict  confidence,  (ii)  has been
disclosed by the Seller only to  employees  having a "need to know" the contents
thereof in  connection  with the  performance  of their duties to the Seller and
(iii) has not been disclosed to any Third Party.

       (l)  All  personnel,   including  employees,   agents,  consultants,  and
contractors,  who have  contributed  to or  participated  in the  conception and
development  of  Business  Web Sites,  the  Acquired  Software  or the  Acquired
Databases  have  executed  nondisclosure  agreements  substantially  in the form
included in Section 5.14(l) of the Disclosure Schedule, and either (i) have been
party to a written  agreement with the Seller that has accorded the Seller full,
effective, exclusive and original ownership of all Intellectual Property or (ii)
have executed  appropriate  instruments  of assignment in favor of the Seller as
assignee  that  have  conveyed  to the  Seller  full,  effective  and  exclusive
ownership  of all  Intellectual  Property.  Section  5.14(l)  of the  Disclosure
Schedule  sets  forth a  complete  list of each  such  nondisclosure  agreement,
written  agreement as to ownership of  Intellectual  Property or  instrument  of
assignment.

       (m) The  Acquired  Software and the  Acquired  Databases  will perform in
accordance  with the  warranties  set  forth in the  Seller's  licenses  to,  or
agreements with, the end users.

       (n) The use of the  Business  Web Sites,  the  Acquired  Software and the
Acquired  Databases and the license,  sale or lease of the Acquired  Software or
the Acquired  Databases,  or of any part thereof, or of any copy, or of any part
thereof, do not and will not infringe on,  misappropriate,  or contribute to the
infringement of, any copyright,  trade secret, patents or any other exclusionary
right, of any Third Party in either the United States or any foreign country. No
Person has asserted  against the Seller a claim that the use,  license,  sale or
lease  of any of  Business  Web  Sites,  the  Acquired  Software,  the  Acquired
Databases  or the Third  Party  Software  Programs,  or any part of any of them,
infringes,  misappropriates  or  contributes to the  infringement  of any patent
claim,  copyright  or trade secret right of any Third Party in either the United
States or any foreign country,  and to the Seller's  knowledge there is no basis
for any such claim.

       (o) Except with respect to demonstration  or trial copies,  no portion of
any Business Web Site,  Acquired  Software or Acquired Database contains or will
contain  any "back  door,"  "time  bomb,"  "Trojan  horse,"  "worm,"  "drop dead
device," "virus" or other software routines or hardware  components  designed to
(i) permit  unauthorized  access, (ii) disable or erase software,  hardware,  or
data or (iii) perform any other such similar actions.

                                       20
<PAGE>

       (p) Section 5.14(p) of the Disclosure Schedule sets forth a complete list
of all licenses,  sublicenses,  agreements,  and permissions,  as amended to the
Effective Date, as to any Intellectual Property,  including Third Party Software
Programs,   licensed   or   sublicensed   to  the  Seller  by  any  Third  Party
(collectively,  the "Licenses"),  and the Seller has made available to the Buyer
correct and complete copies of all such Licenses. With respect to each License:

            (i) The License is legal,  valid,  binding,  enforceable and in full
force and effect, and will continue to be legal,  valid,  binding,  enforceable,
and in full force and effect  immediately after the Closing on terms and subject
to conditions  identical to those  prevailing for the Seller as of the Effective
Date;

            (ii) no party to the  License is in breach or  default  and no event
has  occurred  which with notice or lapse or time would  constitute  a breach or
default under the License or permit termination,  modification,  or acceleration
of the License;

            (iii) no underlying item of the Intellectual Property covered by the
License is subject to any  outstanding  judgment,  order,  decree,  stipulation,
injunction, or charge;

            (iv) no Proceeding is pending or is threatened  which challenges the
legality, validity, or enforceability of any underlying item of the Intellectual
Property covered by the License; and

            (v) The Seller has not granted any  sublicense or similar right with
respect to any License.

5.15.  Insurance

       As of the  Effective  Date,  the Seller  neither owns nor  maintains  any
insurance policies of any kind whatsoever.

5.16.  Contracts and Commitments

       (a) Section 5.16 of the Disclosure  Schedule  contains a complete list of
the  Contracts,  true and correct copies of each of which have been delivered or
made available to the Buyer. All of the Contracts are valid, binding and in full
force and effect and are  enforceable in accordance with their terms against all
other  parties  to such  Contracts.  The Seller has  performed  all  obligations
required  to be  performed  by it to date and is not in default in any  material
respect under any Contract to which it is a party.  None of the  Contracts  were
arrived  at  or  otherwise  reflect  less  than  arms'  length  negotiations  or
bargaining.

       (b) Except as set forth in Section 5.16 of the Disclosure  Schedule,  the
Seller is not a party to any written or oral commitments of the following types:

            (i)  contracts  for  employment  or  compensation  of any officer or
individual  employee,  not  terminable  without  further  liability  on 90 days'
notice;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of materials,
supplies, or equipment, at a cost of $10,000 or more, or to be delivered on more
than 90 days' notice;

            (iv) continuing contracts for the future provision of services;

                                       21
<PAGE>

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments, which cannot be terminated without further liability to
the Seller upon no more than 90 days' notice;

            (vi) pension, profit sharing,  deferred compensation,  retirement or
stock  option  or stock  purchase  plans in effect  with  respect  to  officers,
employees or others;

            (vii) leases under which it is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the  acquisition of a business,  or  substantially
all of the  property,  assets or stock of a business  under  which there are any
continuing or unperformed obligations on the part of the Seller; or

            (xi) any other contract,  agreement or commitment  involving $10,000
or more which is not terminable  without further liability to the Seller upon no
more than 90 days' notice.

5.17.  Banking Information

       As of the  Effective  Date,  the Seller does not own or maintain any bank
accounts or credit facilities of any kind whatsoever.

5.18.  Accounts Receivable


       As of the Effective  Date,  the Seller has no Accounts  Receivable of any
kind whatsoever.

5.19.  Compliance with Laws

       Except as set  forth in  Section  5.19 of the  Disclosure  Schedule,  the
Seller  is and has  been in  compliance  in all  respects  with any and all Laws
applicable  to the  Seller.  The Seller  has not  received  or entered  into any
citation,  complaints,  consent  order  compliance  schedules  or other  similar
enforcement  order or received  written notice from any  governmental  authority
that would indicate that the Seller is not currently in compliance with all such
Laws.

5.20.  Environmental Compliance

       (a) Except as set forth in Section 5.20 of the Disclosure  Schedule,  the
Seller:

            (i) Has never  violated,  and is presently in compliance  with,  all
Environmental Laws applicable to the Business and the Assets;

            (ii) Has not generated, manufactured, refined, transported, treated,
stored, handled,  disposed of, transferred,  produced or processed any Hazardous
Materials or any solid  waste,  and has no knowledge of the release or threat of
release  of any  Hazardous  Materials  from  its  products  or  from  any of its
currently or formerly owned, operated or managed properties or facilities;

            (iii) Has not:  entered into or been subject to any consent  decree,
compliance order, or  administrative  order with respect to any environmental or
health and safety  matter  relating to the  Business or any of its  currently or
formerly  owned,  operated or managed  properties  or  facilities,  (B) received
notice under the citizen suit provision of any  Environmental  Law in connection
with the Business or any of its currently or formerly owned, operated or managed
properties  or  facilities,  (C) received any written  request for  information,
demand letter,  administrative inquiry, or formal or informal complaint or claim
with respect to any  environmental  or health and safety matter  relating to the
Business  or any  of  its  properties  or  facilities  or  been  subject  to any
governmental or citizen  enforcement action with respect to any environmental or
health and safety  matter  relating to the Business or any of its  properties or
facilities,  and has no knowledge that any matters  described in clauses (A)-(D)
above  will be  forthcoming;  in any such case as would  have or  reasonably  be
expected to have a material adverse change on the Seller or its operations.

                                       22
<PAGE>

       (b) No lien has been imposed on any of the  properties  or  facilities of
the Seller by any governmental  agency at the federal,  state,  local or foreign
level in connection with the presence of any Hazardous Materials.

5.21.  Employees

       As of  the  Effective  Date,  the  Seller  has  no  officers,  directors,
employees,  managers or  contractors  other than the Members.  Since  January 1,
2000,  the  Seller  has  not  incurred  any  obligation  to pay  any  amount  of
compensation,  including salary or bonus, to any Member,  other than obligations
discharged prior to the Effective Date.

5.22.  ERISA

       Neither  the  Seller  nor  any  ERISA  Affiliate  has  ever   maintained,
sponsored,  contributed  to or incurred any liability  under any Plan subject to
Section  412 of the Code or Title IV of ERISA.  Neither the Seller nor any ERISA
Affiliate  has ever  incurred any  obligation  to contribute to or any liability
under any  "multi-employer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA or ever participated in any "multiple employer plan" within the meaning of
Section  413(c) of the Code.  The written  terms of each Plan are, and the Plans
have been administered, in compliance with the requirements of ERISA, and, where
applicable, Section 401 of the Code. There are not now, nor have there been, any
transactions involving any Plan which are prohibited under ERISA or the Code. As
of the Effective Date, there are no pending or threatened claims by or on behalf
of any Plan or by any  employee  of the Seller  alleging a breach or breaches of
fiduciary  duties or violations of other  applicable  state or federal law which
could  result in  liability on the part of the Seller or any Plan under ERISA or
any other law, nor is there any basis for such a claim.  All  returns,  reports,
disclosure  statements and premium payments  required to be made under ERISA and
the Code with respect to any Plan have been timely filed or delivered. Each Plan
that is intended to be qualified under Section 401(a) of the Code has received a
determination  letter from the Internal  Revenue Service covering all amendments
required to be adopted to date, and there are no circumstances  which exist that
are reasonably likely to adversely affect the tax-qualified  status of such Plan
or result in the revocation of such letter.  The Seller and each ERISA Affiliate
have made all contributions and payments required to be made to each of its Plan
within the time prescribed by law or, if earlier, the terms of the Plan.

5.23.  Inspection of Records

       To the best of the Members'  ability,  the Seller has made, or will make,
available for inspection to the Buyer full and complete  information  concerning
the Seller's customers,  suppliers,  vendors, referral sources,  consultants and
all aspects of the Business,  including complete copies of any customer, vendor,
consulting, management and supplier contracts.

5.24.  Brokers' Commissions

       The Seller has not entered into any agreement or  understanding  with any
person,  firm or entity to become  indirectly a party to any agreement,  for the
payment or any  commission,  finders or brokerage  fee in  connection  with this
Agreement and the transaction  contemplated  hereof. The Seller hereby agrees to
indemnify and hold the Buyer harmless for any breach of the representations made
in this Section 5.24.

                                       23
<PAGE>

5.25.  Accuracy of Information

       All information  provided to the Buyer by the Seller or the Members as an
inducement to the Buyer to enter into this  Agreement or in compliance  with the
provisions  of this  Agreement  are accurate and complete and do not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the  statements  made in the light of the  circumstances  under
which they were made, not misleading.

5.26.  Acquisition of the Buyer Shares

       (a) The Seller is  acquiring,  and upon  dissolution  of the Seller  each
Member  will  acquire,  the Buyer  Shares for his,  her or its own  account  for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  any
distribution  thereof, nor with any present intention of distributing or selling
the same; and, except as contemplated by Section 3.03 of this Agreement, neither
the  Seller  nor  any  Member  has  any  present  or   contemplated   agreement,
undertaking,  arrangement,  obligation, indebtedness or commitment providing for
the disposition thereof.

       (b) The Seller and Members have  carefully  reviewed the  representations
concerning the Seller  contained in this Agreement,  have made detailed  inquiry
concerning the Buyer, the Business and its personnel; the officers of the Seller
have  made  available  to the  Seller  and  the  Members  any  and  all  written
information which they have requested and have answered to the Seller's and each
Member's  satisfaction  all inquiries made by the Seller or any Member;  and the
Seller and the Members have sufficient  knowledge and experience in investing in
companies similar to the Buyer so as to be able to evaluate the risks and merits
of its  investment  in the  Buyer  and are able  financially  to bear the  risks
thereof.

                                       6.
                   Representations and Warranties of the Buyer

       As a material inducement to the Seller and the Members to enter into this
Agreement,  the Buyer  represents  and  warrants  to the Seller  and  Members as
follows:

6.01.  Organization

       The Buyer is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the State of Nevada and has full corporate power
to conduct the Business as now  conducted  and as to be conducted  following the
Closing. The Buyer is duly qualified to do business as a foreign corporation and
is in good standing in every  jurisdiction  where such qualification is required
or will be required  by virtue of the  Buyer's  purchase  and  operation  of the
Assets.

6.02.  Capitalization

       The Buyer is  authorized  to issue  5,000,000  shares of  capital  stock,
consisting of 4,000,000 Buyer Shares, none of which are issued or outstanding as
of the Effective Date; and 1,000,000  shares of Preferred Stock, par value $.001
per share, none of which are issued or outstanding as of the Effective Date. The
Buyer  Shares to be issued  pursuant  to Section  3.01 of this  Agreement,  upon
issuance on the terms and subject to the conditions of this  Agreement,  will be
duly  authorized,  validly issued,  fully paid and  nonassessable  shares of the
Buyer's Common Stock, par value $.001 per share.

6.03.  Authority for Agreements

       The  execution  and  delivery of and  performance  under the  Transaction
Documents and the  consummation  of the  Contemplated  Transactions by the Buyer
have been duly  authorized by all necessary  corporate  action.  The Transaction
Documents  have been duly  executed and  delivered  by the Buyer and  constitute
valid and binding  obligations of the Buyer enforceable in accordance with their
respective  terms.  The execution of and  compliance  with the provisions of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Buyer will not violate any  provision of law and will not  conflict  with or
result in any  breach  of any of the  terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws  of the  Buyer  or any  material  indenture,  lease,  agreement  or other
instrument to which the Buyer is a party or by which it or any of its properties
is bound, or any decree, judgment, order, statute, rule or regulation applicable
to the Buyer.

6.04.  Governmental Consents

       No Governmental  Authorization of or from any  Governmental  Authority is
required on the part of the Buyer in connection with the execution, delivery and
performance  of the  Transaction  Documents and the  Contemplated  Transactions,
including the offer,  issuance,  sale and delivery of the Buyer  Shares,  except
such  filings as shall have been made prior to and shall be  effective on and as
of the Closing  (other than filings  required to be made after the Closing under
applicable  federal and state  securities  laws,  which  filings will be made in
accordance with such laws). Based in relevant part on the  representations  made
by the Seller and the Members in Section 5 of this Agreement, the offer and sale
of the Buyer  Shares to the Seller and the Members  will be in  compliance  with
applicable Federal and state securities laws.

6.05.  Litigation

       There is no Proceeding pending, or, to the Buyer's knowledge,  any threat
thereof,  against the Buyer,  which  questions the validity of this Agreement or
the  right  of the  Buyer  to  enter  into it,  or  which  might  cause,  either
individually or in the aggregate, a Material Adverse Change in the Buyer.

6.06.  Financial Statements

       The Buyer has no assets and no Liabilities,  and since its  incorporation
the Buyer has not engaged in business of any kind.

6.07.  Absence of Liabilities

       To the knowledge of the Buyer,  at the  Effective  Date the Buyer did not
have any Liabilities of any type; and since the Effective Date the Buyer has not
incurred or otherwise  become subject to any Liabilities  except in the Ordinary
Course of Business or as contemplated by this Agreement.

6.08.  Compliance with Laws

       The Buyer is and has been in material compliance in all respects with any
and all  applicable  Laws.  The  Buyer  has not  received  or  entered  into any
citations,  complaints,  consent orders,  compliance schedules, or other similar
enforcement  orders or received written notice from any  Governmental  Authority
that would indicate that the Buyer is not currently in material  compliance with
all applicable Laws.

                                       25
<PAGE>

6.09.  Broker's Commissions

       The Buyer has not entered into any  agreement or  understanding  with any
person,  firm or entity,  or become  indirectly a party to any agreement for the
payment  of a  commission  finder's  or  broker's  fee in  connection  with this
Agreement or the Contemplated  Transactions.  The Buyer shall indemnify and hold
the Seller and the Members harmless for any breach of the  representations  made
in this Section 6.09.

6.10.  Accuracy of Information

       All information  provided to the Seller or the Members by the Buyer as an
inducement  to the Seller and the  Members  to enter into this  Agreement  or in
compliance with the provisions of this Agreement are accurate and do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the information,  in light of the circumstances under
which they were given, not misleading.

                                       7.
                          Obligations Prior to Closing

7.01.  Operation of Business

       The Seller  agrees,  that,  from the  Effective  Date through the Closing
Date, the Seller shall conduct the Business and its affairs only in the Ordinary
Course of Business.

7.02.  Access to Books and Records

       From and after the  Effective  Date,  the Seller  shall (a) afford to the
officers, employees and representatives of the Buyer full and free access to its
Assets, personnel,  properties, records and books of account at times and places
reasonably  acceptable  to both the Buyer and the  Seller,  (b)  furnish to such
officers,  employees and  representatives  such other  information  as the Buyer
reasonably may request, and (c) authorize its accountants and auditors to permit
the  Buyer's  independent  public  accountants  and  representatives  to examine
records and working papers pertaining to the Seller's financial statements.  The
Buyer agrees to treat all such material as confidential and not make use of such
materials  except for the purposes  expressed in this Agreement  unless such use
comes to the public domain through no act or omission of the Buyer.

7.03.  Negative Covenants

       The Seller  covenants  that from the  Effective  Date through the Closing
Date,  without  the prior  written  consent of the Buyer,  the Seller  will not,
except in the Ordinary Course of Business:

       (a) enter  into any  written or oral  Contract  of the  following  types,
without the express written consent of the Buyer:

            (i) contracts  for the  employment  or  compensation  of any Member,
manager, officer, director, or individual employee;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of  inventory
materials, supplies, or equipment at a cost of $10,000 or more;

            (iv) continuing contracts for future services;

                                       26
<PAGE>

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments;

            (vi) pensions,  profit sharing,  deferred  compensation  retirement,
stock option,  stock purchase plans,  health group  insurance,  or similar plans
with respect to officers, directors, employees, or others;

            (vii) leases under which the Seller is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the acquisition of a business or substantially all
of the property, assets or stock of a business; or

            (xi) any other contract,  agreement, or commitment involving $10,000
or more.

       (b)  declare  or pay  any  dividend,  or  make  any  distribution  of its
properties  or  Assets  to the  Members,  or allow  the  issuance  of any of its
securities,  except in  connection  with the exercise or  conversion of existing
rights;

       (c) discharge or satisfy any lien or encumbrance or pay any obligation or
liability except for operating expenses in the Ordinary Course of Business;

       (d) make  any  change  in its  Articles  of  Organization  or  Operating
Agreement;

       (e) issue any  membership  interests,  capital  stock or other  corporate
securities or grant  options,  warrants or rights of any kind to purchase any of
its  capital  stock  or  membership  interests,  except  as  described  in  this
Agreement;

       (f)  subject  any  of  the  Assets,   tangible  or  intangible,   to  any
Encumbrance;

       (g) make any payment,  or contract for payment of any bonus,  gratuity or
other compensation,  or increase the rate or form of compensation payable to any
agent or employee,  except salary adjustments in the Ordinary Course of Business
for employees who are not Members, managers, officers, directors or stockholders
of the Seller;

       (h) dispose of any of the Assets;

       (i) incur any indebtedness, except for operating expenses in the Ordinary
Course of Business,  not allow any Material Adverse Change to be made, nor allow
any  tax or  other  liability  to be  extended  by  waiver  of the  statutes  of
limitation or otherwise;

       (j) make any loan to,  borrow any money from,  or enter into any contract
or understanding with, any Member, manager,  officer, director or shareholder of
the Seller; or

       (k) enter  into any  transaction  other  than in the  Ordinary  Course of
Business.

7.04.  Affirmative Covenants

       The Seller  covenants  that from the  Effective  Date through the Closing
Date, the Seller will:

                                       27
<PAGE>

       (a) keep the  Assets  insured  consistent  with its  prior  practices  in
respect thereto,  provided,  that the Buyer hereby  acknowledges that the Seller
presently does not own or maintain any insurance with respect to the Assets;

       (b) perform in the normal course of business all of its obligations under
contracts,  leases and  documents  relating to or affecting  the  Business,  the
Assets or the Seller's properties; and

       (c) use its best efforts to preserve intact the Business and the Seller's
organization, agencies and goodwill, to the end that the Buyer shall continue to
operate the Assets as a going business as now  constituted  after the Assets are
acquired by the Buyer; provided, that the Buyer hereby acknowledges that neither
the Assets nor the Business presently constitute a "going business."

                                       8.
                            Post-Closing Obligations

8.01.  Access to Records

       From and after the Closing  Date,  the Seller  shall (a) permit the Buyer
and its  employees,  agents,  officers,  accountants,  legal  counsel  and other
representatives  to have access to the books,  records,  files,  agreements  and
other  information  in the possession of the Seller and (b) use its best efforts
to permit the Buyer and its  employees,  agents,  officers,  accountants,  legal
counsel  and other  representatives  to have access to the  Seller's  employees,
officers counsel,  accountants and  representatives;  at all times as reasonably
requested by the Buyer for the purpose of  investigating  or defending any claim
made against the Assets or  Business.  The Buyer shall permit the Seller and its
agents  reasonable  access to the Seller's books and records which are a part of
the  Assets  for a period  of one year  after the  Closing  for the  purpose  of
preparing the Seller's final tax return.

8.02.  Further Assurances

       Following the Closing,  the Seller,  the Members and the Buyer each shall
execute  and  deliver  such  documents,  and take such other  action as shall be
reasonably   requested  by  any  other  Party  to  carry  out  the  Contemplated
Transactions.

                                       9.
                     Remedies for Breaches of This Agreement

9.01.  Survival of Representations and Warranties

       All of the  representations  and  warranties of the Parties  contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any  misrepresentation  or breach of  warranty  or
covenant at the time of Closing) and  continue in full force and effect  forever
thereafter (subject to any applicable statutes of limitations).

9.02.  Indemnification Provisions for Benefit of the Buyer

       (a) In the event that the Seller or any Member  breaches (or in the event
any Third Party alleges  facts that, if true,  would mean that the Seller or any
Member has breached)  any of their  representations,  warranties,  and covenants
contained  herein,  then each of the Members  agrees to indemnify the Buyer from
and  against  the  entirety  of any  Adverse  Consequences  the Buyer may suffer
through  and after the date of the claim  for  indemnification  resulting  from,
arising  out of,  relating  to, in the  nature  of,  or caused by the  breach or
alleged breach.

                                       28

<PAGE>

       (b) Each of the Members  agrees to  indemnify  the Buyer from and against
the entirety of any Adverse  Consequences  the Buyer may suffer  resulting from,
arising out of, relating to, in the nature of, or caused by any Liability of the
Seller other than the Assumed Liabilities.

9.03.  Indemnification Provisions for Benefit of the Members

       In the event the Buyer  breaches (or in the event any Third Party alleges
facts  that,   if  true,   would  mean  the  Buyer  has  breached)  any  of  its
representations,  warranties,  and covenants  contained  herein,  then the Buyer
agrees to  indemnify  each of the Members  from and against the  entirety of any
Adverse  Consequences  the Member may suffer  through  and after the date of the
claim for  indemnification  resulting from,  arising out of, relating to, in the
nature of, or caused by the breach or alleged breach.

9.04.  Matters Involving Third Parties

       (a) If any Third Party shall notify any Party (the  "Indemnified  Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against any other Party (the  "Indemnifying  Party")
under this Section 9.04, then the  Indemnified  Party promptly shall notify each
Indemnifying Party thereof in writing;  provided,  however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying  Party shall relieve
the Indemnifying Party from any obligation  hereunder unless (and then solely to
the extent) the Indemnifying Party is prejudiced  thereby.

       (b) Any Indemnifying  Party will have the right to defend the Indemnified
Party  against  the Third  Party  Claim with  counsel  of its choice  reasonably
satisfactory  to the  Indemnified  Party so long as (i) the  Indemnifying  Party
notifies the Indemnified Party in writing,  within 15 days after the Indemnified
Party has given notice of the Third Party  Claim,  that the  Indemnifying  Party
will indemnify and defend the Indemnified Party from and against the entirety of
any  Adverse  Consequences  the  Indemnified  Party may suffer  resulting  from,
arising  out of,  relating  to, in the nature  of, or caused by the Third  Party
Claim; (ii) the Indemnifying  Party provides the Indemnified Party with evidence
reasonably  acceptable to the Indemnified Party that the Indemnifying Party will
have the financial resources to defend against the Third Party Claim and fulfill
its indemnification  obligations hereunder; (iii) the Third Party Claim involves
only money damages and does not seek an injunction  or other  equitable  relief,
(iv)  settlement  of, or an adverse  judgment  with  respect to, the Third Party
Claim is not, in the good faith  judgment of the  Indemnified  Party;  likely to
establish a precedential  custom or practice adverse to the continuing  business
interests of the Indemnified  Party; and (v) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently.

       (c) So long as the  Indemnifying  Party is conducting  the defense of the
Third Party Claim in accordance with Section 9.04(b) above,  (i) the Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in the defense of the Third Party Claim;  (ii) the Indemnified Party
will not consent to the entry of any judgment or enter into any settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnifying  Party,  which  will not be  withheld  unreasonably;  and (iii) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party, which will not be withheld unreasonably.

       (d) In the event any of the  conditions  in Section  9.04(b)  above is or
becomes unsatisfied,  however, (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any  settlement  with respect
to, the Third Party Claim in any manner it reasonably may deem  appropriate (and
the  Indemnified  Party need not consult with,  or obtain any consent from,  any
Indemnifying  Party in connection  therewith);  (ii) the Indemnifying Party will
reimburse  the  Indemnified  Party  promptly and  periodically  for the costs of
defending  against  the  Third  Party  Claim  (including   attorneys'  fees  and
expenses);  and (iii) the Indemnifying  Parties will remain  responsible for any
Adverse  Consequences the Indemnified  Party may suffer resulting from,  arising
out of, relating to, in the nature of, or caused by the Third Party Claim to the
fullest extent provided in this Section 9.

                                       29
<PAGE>

9.05.  Other Indemnification Provisions

       The foregoing  indemnification  provisions are in addition to, and not in
derogation of, any  statutory,  equitable,  or common law remedy  (including any
such remedy arising under any Environmental Law) any Party may have with respect
to the  Seller or the  Contemplated  Transactions.  Each of the  Members  hereby
agrees  that he, she or it will not make any claim for  indemnification  against
the  Seller by reason of the fact that he,  she or it was a  director,  officer,
employee,  or agent of the Seller or was serving at the request of the Seller as
a partner,  trustee,  director,  officer,  employee,  or agent of another entity
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
the Buyer against any Member (whether such action, suit, proceeding,  complaint,
claim, or demand is pursuant to this Agreement, applicable law, or otherwise).

                                      10.
                              Amendment and Waiver

10.01. Assignment and Amendment of Agreement

       This Agreement  shall not be assignable by any of the Parties except with
the written  consent of the  others.  This  Agreement  may be amended by written
agreement of the Parties and any such amendment may:

       (a) change the time or place for performance of any of the obligations or
acts of the Parties,  including  changes of time and date of the Closing Date or
of the place of Closing;

       (b) waive any inaccuracies in or modify the representations  contained in
this  Agreement  or in any  Exhibits  or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

       (c) waive compliance with or modify any of the covenants herein contained
and waive or modify performance of any obligations of the Parties.

10.02. Waiver

       Any  forbearance,  failure  or  delay  by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                      11.
                               General Provisions
11.01. Notices

       All  notices,  Consents,   requests,  waivers  and  other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or
confirmed facsimile or electronic mail transmission,  (y) one day after delivery

                                       30
<PAGE>

to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 11.01, may designate from time to time:


       (a) If to the Buyer, to:        With a copy to:

           Pure-ific Corporation       Baker, Donelson, Bearman & Caldwell, P.C.
           Attention: President        Attention: David L. Morehous, Esq.
           7327 Oak Ridge Highway,     Riverview Tower, Suite 2200
           Suite B                     900 South Gay Street
           Knoxville, TN 37931         Knoxville, TN 37902
           Facsimile: 865.539.9654     Facsimile: 865.525.8569
           Email:                      Email: dmorehous@bdbc.com

       (b) If to the Seller or to the Members, to:

           Pure-ific, L.L.C.
           Attention: Avid Amiri
           1240 Harvard Avenue
           Salt Lake City, UT 84105
           Facsimile:
           Email:

11.02. Entire Agreement

       This  Agreement  and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

11.03. Severability

       The  invalidity or  unenforceability  of any provision of this  Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

11.04. Governing Law; Venue of Actions

       This  Agreement  shall be governed and construed in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

11.05. Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an  original,  but all of which  shall be one and the same
document.

                 * remainder of page intentionally left blank *

                                       31
<PAGE>


                                   Signatures

       IN WITNESS WHEREOF,  the undersigned Parties have executed this Agreement
on and as of the Effective Date.


                                         Pure-ific Corporation, a Nevada
                                         corporation               (the "Buyer")

                                            By: /s/ Timothy C. Scott
                                                --------------------------------
                                            Name: Timothy C. Scott
                                                  ------------------------------
                                            Title: Executive Vice President


                                         Pure-ific, L.L.C., a Utah limited
                                         liability company        (the "Seller")

                                            By: /s/ Avid Amiri
                                                --------------------------------
                                            Name: Avid Amiri
                                                  ------------------------------
                                            Title: Member
                                                   -----------------------------
                                          Avid Amiri, an individual resident
                                              of the State of Utah     ("Amiri")

                                            Signed: /s/ Avid Amiri
                                                    ----------------------------

                                          Daniel Urmann, an individual resident
                                          of the State of Utah        ("Urmann")

                                            Signed: /s/ Daniel Urmann
                                                    ----------------------------

                                       32
<PAGE>
                                                                     Exhibit 2.2
                            Stock Purchase Agreement

       This Stock Purchase Agreement (this "Agreement") is made and entered into
as  of  December  5,  2002  (the  "Effective   Date")  by  and  among  Provectus
Pharmaceuticals,   Inc.,  a  Nevada   corporation   (the   "Buyer");   Pure-ific
Corporation, a Nevada corporation (the "Company"); and Avid Amiri, an individual
resident  of the State of Utah  ("Amiri"),  and  Daniel  Urmann,  an  individual
resident of the State of Utah ("Urmann" and, with Amiri, the "Stockholders").

                                    Recitals

       A. The  Stockholders  are the  beneficial and record owners of all of the
issued and outstanding  common shares, par value $.001 per share, of the Company
(the "Company Shares").

       B. The Stockholders desire to sell, and Buyer desires to purchase, all of
the issued and outstanding shares of Company Stock, for the consideration and on
the terms set forth in this Agreement.

       C. It is intended that this transaction be a tax free  reorganization  as
set forth in ss.  368(a)(1)(B) of the Internal  Revenue Code of 1986, as amended
(the "Code").

                                    Agreement

       THEREFORE,  in  consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Buyer, the Company and the Stockholders hereby agree as follows:

                                       1.
                          Definitions and Construction

1.01.  Certain Definitions

       For  the  purposes  of this  Agreement,  the  following  terms  have  the
following meanings:

       (a) "Accounts  Receivable"  means (i) all trade  accounts  receivable and
other rights to payment from customers of the Company or the Predecessor and the
full benefit of all security for such  accounts or rights to payment,  including
all trade  accounts  receivable  representing  amounts  receivable in respect of
goods shipped or products sold or services  rendered to customers of the Company
or the  Predecessor,  (ii) all other accounts or notes receivable of the Company
or the  Predecessor  and the full benefit of all  security for such  accounts or
notes  and  (iii)  any  claim,  remedy  or  other  right  related  to any of the
foregoing.

       (b)  "Adverse  Consequences"  means  all  Proceedings,  claims,  demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  Liabilities,  obligations,  Taxes,
Encumbrances,  losses,  expenses and fees,  including court costs and attorneys'
fees and expenses.

       (c)  "Business"   means  the  development,   production,   marketing  and
distribution  of an  antibacterial  spray  hand  cleaner,  under the trade  name
"Pure-ific,"  as the same has been conducted by the Company and the  Predecessor
at any time prior to the Effective Date.

       (d) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business.

                                       1
<PAGE>

       (e) "Buyer Share" means one of the Buyer's common shares, par value $.001
per share.

       (f)  "Confidential  Information"  means  any  and  all of  the  following
information of the Company,  the Buyer or the Stockholders  that has been or may
hereafter be disclosed in any form, whether in writing,  orally,  electronically
or  otherwise,  or  otherwise  made  available  by  observation,  inspection  or
otherwise  by  either  party  (the  Buyer  on the one  hand or the  Company  and
Stockholders,   collectively,   on  the  other  hand)  or  its   Representatives
(collectively,  a "Disclosing  Party") to the other party or its Representatives
(collectively, a "Receiving Party"):

            (i) all information  that is a trade secret under  applicable  trade
secret or other law;

            (ii)  all  information  concerning  product  specifications,   data,
know-how, formulae,  compositions,  processes,  designs, sketches,  photographs,
graphs,  drawings,  samples,  inventions  and ideas,  past,  current and planned
research and  development,  current and planned  manufacturing  or  distribution
methods  and  processes,   customer  lists,  current  and  anticipated  customer
requirements,  price lists, market studies,  business plans,  computer hardware,
Software and computer software and database  technologies,  systems,  structures
and architectures;

            (iii) all  information  concerning  the  business and affairs of the
Disclosing Party (which includes  historical and current  financial  statements,
financial  projections  and  budgets,  tax returns and  accountants'  materials,
historical,  current and projected  sales,  capital  spending budgets and plans,
business plans, strategic plans, marketing and advertising plans,  publications,
client and customer lists and files, contracts, the names and backgrounds of key
personnel and personnel training techniques and materials,  however documented),
and all information  obtained from review of the Disclosing Party's documents or
property or discussions  with the Disclosing Party regardless of the form of the
communication; and

            (iv) all notes, analyses, compilations, studies, summaries and other
material  prepared by the Receiving Party to the extent  containing or based, in
whole or in part, upon any information included in the foregoing.

       (g) "Consent" means any approval, consent, ratification,  waiver or other
authorization.

       (h)  "Contemplated  Transactions"  means  the  sale and  purchase  of the
Company  Shares,  the  issuance of the Buyer  Shares and the other  transactions
contemplated by this Agreement and the other Transaction Documents.

       (i)  "Contracts"  means  any and  all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments  or  undertaking  to which  the  Company  is a party or to which the
Company or the property of the Company is subject or bound.

       (j)  "Damages"  means  any and  all  damages,  liabilities,  obligations,
penalties, fines, judgments, claims,  deficiencies,  losses, costs, expenses and
assessments,  including all attorneys' fees and costs, and interest  accruing on
such damages.

       (k)  "Database"  means any database of  information  and any and all data
contained  therein,  whether maintained in  machine-readable  form or otherwise,
including the related Programming Code and Documentation.

                                      2
<PAGE>

       (l) "Disclosure  Schedule" means the Disclosure  Schedule attached hereto
and incorporated herein by reference.

       (m) "Documentation"  means, with respect to a Software Program,  Web Site
or  Database:  (i) the Source  Code (with  comments),  as well as any  pertinent
commentary or explanation  prepared to render such materials  understandable and
usable  by  a  trained  computer   programmer;   (ii)  any  programs  (including
compilers),  "workbenches,"  tools and higher level (or "proprietary")  language
necessary for the development,  maintenance and  implementation  of the Software
Program,  Web Site or Database;  and (iii) any and all prepared and  deliverable
materials relating to the Software Program, Web Site or Database,  including all
notes, flow charts, programmer's or user's manuals.

       (n) "Domain  Name" means the Internet  address or URL  (Uniform  Resource
Locator) for a particular Web Site.

       (o) "Encumbrance" means any lien (statutory or other),  lease,  mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

       (p)  "Environmental  Laws" means all Laws pertaining to the protection of
the environment or of occupational health and safety.

       (q)  "ERISA" means the Employees Retirement Income Security Act of 1974.

       (r) "ERISA  Affiliate" means any entity that,  together with the Company,
is treated as a single employer  within the meaning of Section 414(b),  (c), (m)
or (o) of the Code or Section 4001(b) of ERISA.

       (s) "GAAP" means the  generally  accepted  accounting  principles  of the
United States, consistently applied.

       (t) "Governmental Authority" means any:

            (i) nation, state, county, city, town, borough, village, district or
other jurisdiction;

            (ii) federal, state, local, municipal, foreign or other government;

            (iii)  governmental  or  quasi-governmental  authority of any nature
(including any agency, branch, department, board, commission, court, tribunal or
other entity exercising governmental or quasi-governmental powers);

            (iv) multinational organization or body;

            (v) body  exercising,  or entitled or  purporting  to exercise,  any
administrative,  executive, judicial, legislative,  police, regulatory or taxing
authority or power; or

            (vi) official of any of the foregoing.

       (u) "Governmental  Authorizations"  means any and all Consents,  permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

                                       3
<PAGE>

       (v) "Gross Sales" means actual annual revenues  received by the Buyer and
the Company (considered on a consolidated basis) following the Closing Date from
sales of Pure-ific Products.

       (w) "Hazardous  Materials"  means any mixture or material  containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

       (x) "Intellectual Property" means all:

            (i) trademarks,  service marks, trade dress, logos, trade names, and
corporate  names,  together with  translations,  adaptations,  derivations,  and
combinations   thereof  and  including  goodwill   associated   therewith,   and
applications, registrations, and renewals in connection therewith;

            (ii) patents, patent applications, and patent disclosures,  together
with reissuances, continuations,  continuations-in-part,  revisions, extensions,
and reexaminations  thereof,  and inventions (whether patentable or unpatentable
and whether or not reduced to practice) and improvements thereto;

            (iii)   copyrightable   works,    copyrights,    and   applications,
registrations, and renewals in connection therewith;

            (iv) mask works and  applications,  registrations,  and  renewals in
connection therewith;

            (v) Software Programs and Databases;

            (vi)  homes or  locations  on the World  Wide Web and all of the Web
pages  and  text,  audio,  video  and  other  dynamic  and/or  static  materials
associated  with such home or  location,  including  Hypertext  Markup  Language
(HTML),  Java,  JavaScript,  Flash,  Structured Query Language (SQL),  graphics,
"look and feel,"  related  Programming  Code and  Documentation,  and all Domain
Names related thereto (collectively, "Web Sites");

            (vii) trade secrets and Confidential Information;

            (viii) other proprietary rights of any kind or nature;

            (ix) moral rights with respect to any of the foregoing; and

            (x) copies and tangible  embodiments  of any of the foregoing in any
form or medium.

       (y) "Inventories" means all inventories of the Company, wherever located,
including all finished goods,  work in process,  raw materials,  spare parts and
all other  materials  and  supplies to be used or consumed by the Company in the
production of finished goods.

       (z) "Law" means any local, county, state, federal,  foreign or other law,
statute,  regulation,  ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted,  promulgated,  entered
into, agreed or imposed by any Governmental Authority.

       (aa)  "Liability"  means with  respect to any Person,  any  liability  or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

                                       4
<PAGE>

       (bb)  "Material  Adverse  Change" means a material  adverse change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

       (cc) "Ordinary Course of Business" means the conduct and operation of the
Business in the manner in which the Company and the  Predecessor  have conducted
and  operated the Business at any time prior to the  Effective  Date,  following
usual and ordinary  accounting  practices,  making ordinary accruals,  incurring
ordinary  liabilities  and  expenditures,  and making  ordinary  commitments for
merchandise, insurance, rentals, and other ordinary business.

       (dd) "Parties" means the Buyer, the Company and the Stockholders.

       (ee) "Permitted Encumbrances" means (i) real estate taxes and assessments
(general  and  special)  not yet due and  payable;  (ii) zoning  ordinances  and
municipal  land use  regulations;  (iii)  utility  distribution  line  easements
serving  the Real  Property;  (iv) the rights of the public in and to any public
roads  abutting  the Real  Property;  (v) any  matters  relating  to the Assumed
Liabilities; and (vi) any easements, restrictions,  encumbrances,  imperfections
of title or other matters of record which would not unreasonably  interfere with
the use and occupancy of the Real Property by the Buyer following the Closing.

       (ff)  "Person"  means  any  corporation,   limited   liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

       (gg)  "Plan"  means any  "plan,"  within the  meaning of Section  3(3) of
ERISA,  of which the Company or any ERISA  Affiliate  of the Company is or was a
"plan sponsor," within the meaning of Section 3(16)(B) of ERISA; or to which the
Company or any ERISA  Affiliate  of the  Company  otherwise  contributed  or has
contributed;  or in which the  Company  or any ERISA  Affiliate  of the  Company
otherwise participates or has participated.

       (hh)  "Predecessor"  means Pure-ific,  L.L.C.,  a Utah limited  liability
company.

       (ii)  "Proceeding"  means  any  action,   arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

       (jj) "Programming  Code" means computer  programming code,  including (i)
the  machine-readable  form thereof (the "Object Code"); (ii) the human-readable
form thereof and related  system  documentation,  including all comments and any
procedural code (the "Subject Code"); and (iii) any modifications,  revisions or
additions to either the Object Code or Source Code,  including all new releases,
that improve functions, add new functions, improve performance,  correct errors,
support new releases of operating  systems with which computer  programming code
is designed to operate,  support new  input/output  (I/O) devices or provide any
other incidental corrections and updates

       (kk)  "Pure-ific  Products"  means the  antibacterial  spray hand cleaner
developed,  produced,  marketed and  distributed  by the  Company,  prior to the
Closing Date, under the trade name "Pure-ific."

       (ll) "Real  Property"  means (i) all  parcels and tracts of land in which
the Company has an ownership interest; (ii) all buildings,  structures, fixtures
and improvements located thereon, including those under construction;  and (iii)
all privileges, rights, easements,  hereditaments and appurtenances belonging to

                                       5
<PAGE>

or for the benefit thereof,  including all easements  appurtenant to and for the
benefit of any parcel  for,  and as the  primary  means of access  between,  the
parcel  and a public  way,  or for any other use upon  which  lawful  use of the
parcel for the purposes for which it is presently  being used is dependent,  and
all  rights  existing  in  and  to  any  streets,  alleys,  passages  and  other
rights-of-way  included  thereon or adjacent  thereto  (before or after vacation
thereof) and vaults beneath any such streets.

       (mm) "Record" means information that is inscribed on a tangible medium or
that  is  stored  in an  electronic  or  other  medium  and  is  retrievable  in
perceivable form.

       (nn) "SEC" means the United States Securities and Exchange Commission.

       (oo) "Securities Act" means the Securities Act of 1933.

       (pp) "Software  Program" means any computer software  program,  including
the related Programming Code and Documentation.

       (qq)  "Stockholders"  means  Amiri  and  Urmann  in their  capacities  as
stockholders of the Company.

       (rr) "Tangible Personal Property" means all machinery,  equipment, tools,
furniture, office equipment,  computer hardware, supplies,  materials,  vehicles
and other items of tangible  personal property (other than Inventories) of every
kind owned or leased by the Company (wherever located and whether or not carried
on the Company's  books),  together with any express or implied  warranty by the
manufacturers  or sellers or lessors of any item or  component  part thereof and
all maintenance records and other documents relating thereto.

       (ss) "Tax" means any  federal,  state,  local or foreign  tax  (including
excise taxes, value added taxes, occupancy taxes, employment taxes, unemployment
taxes, ad valorem taxes, custom duties, transfer taxes, and fees), levy, impost,
fee,  imposition,  assessment or other governmental charge of any nature imposed
upon a Person,  including all taxes and governmental charges imposed upon any of
the personal properties, real properties, tangible or intangible assets, income,
receipts, payrolls,  transactions,  stock transfers, capital stock, net worth or
franchises of a Person  (including  all sales,  use,  withholding or other taxes
which a Person is required to collect  and/or pay over to any  government),  and
all related additions to tax, penalties or interest thereon.

       (tt) "Tax Returns" means all returns,  reports,  information returns, and
other  documents  (including  all related and supporting  information)  filed or
required to be filed with any  Governmental  Authority  in  connection  with the
determination, assessment, collection, or administration of any Taxes.

       (uu) "Third Party" means a Person that is not a party to this Agreement.

       (vv) "Transaction  Documents" means this Agreement,  the Assignment,  the
Bill of Sale  and the  Deed of  Trust,  together  with  such  other  agreements,
certificates,  contracts,  documents  or  instruments  as  may be  necessary  or
desirable to consummate the Contemplated Transactions.

       (ww) "Warrant" means a warrant evidenced by a Warrant  Certificate issued
pursuant to the Warrant  Agreement and entitling the holder  thereof to purchase
of one Buyer Share at an  exercise  price  equal to the  closing  price,  on the
Business  Day prior to the Closing  Date,  of a Buyer Share on the OTC  Bulletin
Board.

                                       6
<PAGE>

       (xx)  "Warrant  Agreement"  means the Warrant  Agreement  dated as of the
Effective Date between the Borrower and the  Stockholders,  in the form attached
hereto as Exhibit X, pursuant to which the Borrower agrees to issue the Warrants
to the Stockholders.

1.02.  Other Definitions

       Terms  defined in other  provisions of this  Agreement  have the meanings
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

       (d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

       (e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial Code as enacted in the State of Nevada and not  specifically  defined
herein are used herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this

                                       7
<PAGE>

Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                           Sale and Purchase of Shares

2.01.  Agreement to Sell and Purchase Shares

       On the terms and subject to the conditions of this  Agreement,  the Buyer
agrees to purchase from each of the Stockholders at the Closing, and each of the
Stockholders  agrees to sell, assign,  transfer and deliver to the Buyer and the
Closing, all of his, her or its Company Shares, for the consideration  specified
in Section 2.02 below.

2.02.  Consideration for Purchase

       (a) As  consideration  for the Company Shares  purchased by the Buyer, at
the Closing the Buyer shall issue to each Stockholder,  on the terms and subject
to the conditions of this Agreement, the number of authorized but unissued Buyer
Shares set forth below opposite the Stockholder's name:

       Stockholder                              Number of Buyer Shares
       -----------                              ----------------------
       Avid Amiri                                        11,625
       Daniel Urmann                                     13,375

       (b) The number of Buyer Shares to be issued to each Stockholder  pursuant
to this Section 2.02 shall be subject to adjustment as provided in Section 2.04.

2.03.  Issuance of Warrants

       (a) As additional  consideration  for the Company Shares purchased by the
Buyer,   upon  the  satisfaction  of  satisfaction  of  each  of  the  following
conditions:

            (i)  $1,000,000  in Gross  Sales of  Pure-ific  Products  after  the
Effective  Date by the  Buyer  and the  Company  (considered  on a  consolidated
basis); and

            (ii)  $5,000,000  in Gross  Sales of  Pure-ific  Products  after the
Effective  Date by the  Buyer  and the  Company  (considered  on a  consolidated
basis);

       the Buyer  shall issue to each  Stockholder,  on the terms and subject to
the  conditions  of this  Agreement  and the  Warrant  Agreement,  the number of
Warrants set forth below opposite the Stockholder's name:

       Stockholder                                Number of Warrants
       -----------                                ------------------
       Avid Amiri                                        11,625
       Daniel Urmann                                     13,275

       (b) As additional  consideration  for the Company Shares purchased by the
Buyer, upon the satisfaction of satisfaction of each of the following dates:

                                        8
<PAGE>

            (i) The first anniversary of the Closing Date;

            (ii) The second anniversary of the Closing Date; and

            (iii) The third anniversary of the Closing Date;

            the Buyer shall issue to each Stockholder,  on the terms and subject
to the  conditions of this  Agreement and the Warrant  Agreement,  the number of
Warrants set forth below opposite the Stockholder's name:

       Stockholder                                Number of Warrants
       -----------                                ------------------
       Avid Amiri                                       4,650
       Daniel Urmann                                    5,350

       (c) The number of Warrants to be issued to each  Stockholder  pursuant to
this  Section  2.03 shall be subject to  adjustment  as  provided in the Warrant
Agreement.

2.04.  Adjustment

       If the outstanding Buyer Shares are increased, decreased, changed into or
exchanged  for a different  number of kind of shares or  securities of the Buyer
through a stock split,  stock  dividend,  reverse  stock split or other  similar
transaction,  the number of Buyer Shares issuable pursuant to Section 2.02 shall
be  adjusted  to  reflect  such  transaction  No  adjustment  shall  be  made in
connection with the issuance of Buyer Shares (or securities  convertible into or
exercisable  for Buyer  Shares)  as a result of a public  or  private  offering,
merger or other acquisition, or the exercise of options or warrants.

                                       3.
                                     Closing

3.01.  Time and Place of Closing

       The closing of the Contemplated  Transactions  (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 3.02 and 3.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

3.02.  Conditions Precedent to Obligations of the Stockholders and the Company

       The obligations of the Company and the Stockholders to effect the Closing
and to consummate  the  Contemplated  Transactions  are subject to, and shall be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

       (a) The  representations and warranties made by the Buyer in Section 5 of
this  Agreement  shall be  correct  in all  material  respects  on and as of the
Closing  Date  with the  same  force  and  effect  (except  as  affected  by the
transactions contemplated herein or otherwise approved in writing by the Company
and changes  occurring  after the Effective  Date in the ordinary  course of the
Buyer's business) as though such  representations had been made on and as of the
Closing Date.  The covenants of the Buyer  contained  herein shall not have been
breached in any material respect as of the Closing Date.

                                       9
<PAGE>

       (b) All of the terms,  covenants and  conditions of this  Agreement to be
complied  with and  performed  by the Buyer on or before the Closing  Date shall
have been complied with and performed.

       (c) From the Effective Date to the Closing Date, there shall have been no
Material Adverse Change in the Buyer.

       (d) No  Consent  of any  Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding  shall be threatened  or be pending  against the Buyer or the Company
which,  in the  opinion  of  counsel  for the  Company,  presents  a  reasonable
probability that the Contemplated  Transactions  would be enjoined or prevented,
except as otherwise agreed to in writing by the Company.

       (e) The Buyer shall have  delivered or caused to be  delivered  (or shall
have tendered or caused to be tendered,  subject only to Closing) to the Company
the documents and instruments required by Section 3.05.

3.03.  Conditions Precedent to Obligations of the Buyer

       The  obligations of the Buyer to effect the Closing and to consummate the
Contemplated  Transactions  shall be subject to, and be  conditioned  upon,  the
satisfaction  of each of the  following  conditions  on or prior to the  Closing
Date:

       (a)  The  representations  and  warranties  made by the  Company  and the
Stockholders  in  Section 4 of this  Agreement  hereof  shall be  correct in all
material  respects on and as of the Closing  Date with the same force and effect
(except  as  affected  by the  transactions  contemplated  herein  or  otherwise
approved in writing by the Company and  changes  occurring  after the  Effective
Date in the Ordinary Course of Business) as though such representations had been
on and as of the  Closing  Date;  and  none  of  the  covenants  of the  Company
contained  in  Section  6 of this  Agreement  shall  have been  breached  in any
material respect as of the Closing Date.

       (b) All of the terms and conditions of this Agreement to be complied with
and performed by the Company or the  Stockholders  on or before the Closing Date
shall have been complied with and performed.

       (c) Since the Financial Statement Date, there shall have been no Material
Adverse  Change in the condition of the Company,  financial or  otherwise,  from
that set forth in the Financial Statements.

       (d) All Consents of any Person or  Governmental  Authorizations  from any
Governmental  Authority which are required for the transfer of any assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

       (e) No Proceeding  shall be threatened or be pending against the Buyer or
the  Company  which,  in the  opinion  of  counsel  for the  Buyer,  presents  a
reasonable  probability that the  Contemplated  Transactions or the right of the
Buyer to continue the operations of the  properties,  assets and business of the
Company would be enjoined or prevented, except as otherwise agreed to in writing
by the Buyer.

       (f) No  properties  or assets of the  Company  shall  have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Company or its assets or business.

                                       10
<PAGE>

       (g) The Buyer shall have received  written evidence in form and substance
satisfactory to it of the termination of any and all Encumbrances  that encumber
any of the assets or other properties of the Company, except as otherwise agreed
to in writing by the Buyer.

       (h) All  Consents  to the  assignment  of the  Contracts  shall have been
obtained.

       (i) At the  Closing  Date,  there shall  exist no  violations  of any Law
materially affecting the assets, properties or business of the Company.

       (j) The Company and the Stockholders shall have delivered or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Buyer the documents and instruments required by Section 3.04.

3.04.  Company's and Stockholders' Performance at Closing

       At or prior to the Closing,  the Company  and/or the  Stockholders  shall
deliver to the Buyer:

       (a) One or more  certificates  representing the Company Shares,  together
with  accompanying  stock transfer  powers or  instruments  of assignment,  duly
endorsed  in blank by each  Stockholder  in whose  name  such  certificates  are
registered;

       (b) Such other deeds, bills of sale, assignments,  certificates of title,
documents and other  instruments of transfer and conveyance as may reasonably be
requested by the Buyer, each in form and substance satisfactory to the Buyer and
its legal counsel and executed by the Company;

       (c) A good standing certificate  regarding the Company,  certified by the
Secretary  of State of Nevada and dated within five  Business  Days prior to the
Closing Date;

       (d) A certificate duly executed by an appropriate  officer of the Company
to the  effect  that  each of the  conditions  set  forth in  Sections  3.03(a),
3.03(b),  3.03(c),  3.03(d),  3.03(e),  3.03(f),  3.03(h),  and  3.03(i) of this
Agreement has been satisfied by the Company in all respects;

       (e) A certificate  duly executed by each  Stockholder  to the effect that
each of the  conditions  set  forth in  Sections  3.03(a)  and  3.03(b)  of this
Agreement has been satisfied by each Stockholder in all respects;

       (f) The resignations,  effective as of the Closing,  of each director and
officer of the Company and its Subsidiaries;

       (g)  Evidence  satisfactory  to the Buyer of the receipt of all  Consents
required  to be  received  from any Person and all  Governmental  Authorizations
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Company of the Contracts;

       (h)  Written  evidence  to the  effect  that the  Company's  Stockholders
approved this Agreement and the  Contemplated  Transactions  in accordance  with
Nevada law;

       (i) All books and Records of the Company,  including  all  corporate  and
other  records,  minute books,  stock record books,  stock  registers,  books of
accounts, contracts,  agreements and such other documents or certificates as may
be requested by the Buyer;

       (j)  Satisfactory  evidence that the Buyer's  designees shall be the only
authorized  signatories  with respect to each of the Company's bank accounts and
credit facilities.

                                       11
<PAGE>

3.05.  Buyer's Performance at Closing

       At or prior to Closing,  the Buyer shall deliver or cause to be delivered
to the Company or the Stockholders, as appropriate, the following:

       (a)  Certificates  representing the Buyer Shares to be issued pursuant to
Section  2.02  hereof,  registered  in the  names of the  Stockholders  and duly
executed by the Buyer;

       (b) A certificate  executed by an officer of the Buyer to the effect that
(i)  all of the  representations  and  warranties  made  by the  Buyer  in  this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Buyer have been breached as of the Closing Date; and

       (c) Written  evidence to the effect that the Buyer's  Board of  Directors
approved this Agreement and the Contemplated Transactions.

3.06.  Termination in Absence of Closing

       (a) If by the close of business on December 31, 2002, the Closing has not
occurred,  then either the Buyer or the Company may  thereafter  terminate  this
Agreement  by  written  notice  to such  effect to the  other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.

       (b)  Notwithstanding  approval  of the  transaction  by the  stockholders
and/or the Board of Directors of the Buyer,  this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Buyer if:

            (i) any  representation  or warranty  made herein for the benefit of
the  Buyer or any  certificate,  schedule  or  document  furnished  to the Buyer
pursuant to this Agreement is untrue then or at the time of Closing;

            (ii)  The  Company  shall  have  defaulted  in  any  respect  in the
performance of any obligation under this Agreement; or

            (iii) any Material Adverse Change in the Company has occurred.

                                       4.
         Representations and Warranties of the Company and Stockholders

       As a material  inducement to the Buyer to enter into this Agreement,  the
Company and each Stockholder  jointly and severally represent and warrant to the
Buyer as follows:

4.01.  Organization and Standing

       (a) The Company is a corporation duly incorporated,  validly existing and
in good  standing  under the laws of the State of Nevada and has full  corporate
and  authority  to own,  manage,  lease and hold its assets  and to conduct  the
Business as presently conducted. The Company is duly qualified to do business as
a foreign corporation and is in good standing in every jurisdiction in which the
failure to so qualify would cause a Material Adverse Change. Section 4.01 of the
Disclosure  Schedule  contains a complete and accurate list of all jurisdictions
in which the Company is qualified to do business as a foreign limited  liability
company.

                                       12
<PAGE>

       (b) The Company has  furnished  or made  available  to the Buyer true and
complete  copies of its  Articles of  Incorporation  and its Bylaws,  both as in
effect  immediately  prior to the Closing.  The minute books of the Company that
have been  delivered  to the Buyer for review  contain a complete  and  accurate
record of all stockholders of the Company, the number and class of the shares of
capital stock owned by each, and all actions of the  stockholders  and directors
of the Company.  The minute books of the Predecessor that have been delivered to
the Buyer for review  contain a complete and  accurate  record of all members of
the Predecessor,  the amount and nature of the membership  interest held by each
member, and all actions of the members.

4.02.  Capitalization

       The authorized  capital stock the Company  consists of 4,000,000  Company
Shares,  1,000 of which are issued and  outstanding as of the Effective Date and
all of which are owned  directly by the  Stockholders;  and 1,000,000  shares of
Preferred  Stock,  par  value  $.001  per  share,  none of which  are  issued or
outstanding as of the Effective  Date. At the Closing,  the capital stock of the
Company  has  the  voting   powers,   designations,   preferences,   rights  and
qualifications,  and  limitations or  restrictions  set forth in the Articles of
Incorporation  of the  Company.  Except as  provided in this  Agreement,  (a) no
subscription,  warrant, option,  convertible security or other right (contingent
or otherwise) to purchase or acquire any membership interest in or capital stock
of the Company or the Predecessor is authorized or outstanding,  (b) neither the
Company nor the  Predecessor  has any  obligation  (contingent  or otherwise) to
issue any  subscription,  warrant,  option,  convertible  security or other such
right  or  to  issue  or  distribute  to  the   Stockholders  any  evidences  of
indebtedness  or assets of the  Company,  and (c)  neither  the  Company nor the
Predecessor has any obligation (contingent or otherwise) to purchase,  redeem or
otherwise  acquire any  membership  interest or capital stock or any interest in
either or to pay any  dividend  or make any other  distribution  in  respect  of
either.  All of the issued and outstanding  capital stock of the Company and all
of the membership interest in the Predecessor has been offered,  issued and sold
by the  Company  and the  Predecessor,  as the case may be, in  compliance  with
applicable Federal and state securities laws.

4.03.  Subsidiaries, Etc.

       The Company has no subsidiaries and does not own or control,  directly or
indirectly, any shares of capital stock of any other corporation or any interest
in any partnership, joint venture or other non-corporate business enterprise.

4.04.  Authority for Agreements; No Conflicts

       (a) This Agreement constitutes the legal, valid and binding obligation of
the Company and each Stockholder, enforceable against each of them in accordance
with  its  terms.  Upon  the  execution  and  delivery  by the  Company  and the
Stockholders of the Transaction Documents to which any of them are a party, each
of the  Transaction  Documents  will  constitute  the legal,  valid and  binding
obligation of the Company and each of the Stockholders, enforceable against each
of them in  accordance  with  its  terms.  The  Company  has  the  absolute  and
unrestricted  right,  power and authority to execute and deliver this  Agreement
and the  Transaction  Documents  to  which  it is a  party  and to  perform  its
obligations under this Agreement and the Transaction Documents,  and such action
has been duly authorized by all necessary action by the Company's members.  Each
Stockholder  has all necessary  legal  capacity to enter into this Agreement and
the  Transaction  Documents  to which he or she is a party and to perform his or
her obligations hereunder and thereunder.

                                       13
<PAGE>

       (b)  The  execution  of  and  compliance   with  the  provisions  of  the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Company and each  Stockholder will not violate any provision of law and will
not  conflict  with or result in any breach of any of the terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Articles of  Incorporation  or Bylaws of the  Company;  (ii) any
Contract,  except as set forth in Section 4.04 of the Disclosure Schedule; (iii)
any contract, lease, agreement or other instrument to which any Stockholder is a
party or by which they or any of their properties is bound;  (iv) or any decree,
judgment,  order,  statute,  rule or regulation applicable to the Company or any
Stockholder.

4.05.  Governmental Authorizations

       (a) Except as set forth in Section 4.05 of the  Disclosure  Schedule,  no
Governmental  Authorization of or from any Governmental Authority is required on
the part of the Company or any  Stockholder  in connection  with the  execution,
delivery and  performance  of the  Transaction  Documents  and the  Contemplated
Transactions.

       (b)  The  Company  has  all  Governmental   Authorizations  necessary  to
construct,  own, operate, use and/or maintain the assets and the Business in all
locations   where  the  Company   conducts  the  Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which could materially adversely affect the ability of the Buyer to own, operate
or use the assets or conduct the Business after the Closing Date as the Business
has been operated by the Company or the Predecessor prior to the Effective Date.

4.06.  Litigation

       Except as set forth in Section 4.06 of the Disclosure Schedule,  there is
no Proceeding pending or threatened against the Company,  the Predecessor or any
Stockholder  which  questions the validity of this Agreement or the right of the
Company  or any  Stockholder  to enter  into it, or which  might  cause,  either
individually or in the aggregate, a Material Adverse Change.

4.07.  Financial Statements

       Since the date of its  incorporation,  the  Company  has not  engaged  in
business of any kind, including the Business.

4.08.  Absence of Material Changes

       From January 1, 2000 to the Effective  Date,  neither the Company nor the
Predecessor has:

       (a) issued any capital stock or membership  interests or other securities
or granted  any  option or other  right to any  Person  for the  acquisition  of
capital stock of the Company or membership interest in the Predecessor;

       (b)  incurred  any  Liabilities  except  Liabilities  entered into in the
Ordinary Course of Business;

       (c) discharged or satisfied any  Encumbrance or paid any Liability  other
than Liabilities referred to in Section 4.08(b);

       (d) declared or made any payment or distribution  to the  Stockholders or
purchased  or  redeemed  any  portion  of the  capital  stock of the  Company or
membership interest in the Predecessor;

                                       14
<PAGE>

       (e)  mortgaged,  pledged,  or subjected to any  Encumbrance  any of their
assets, tangible or intangible, other than Encumbrances created by Law for taxes
not  yet  due or  which  are  being  contested  in  good  faith  by  appropriate
proceedings;

       (f) sold or  transferred  any of their  tangible  assets or cancelled any
debts or claims, except in each case in the Ordinary Course of Business;

       (g) sold, assigned, or transferred any Intellectual Property;

       (h) suffered any material  operating or extraordinary  loss or waived any
right of substantial value;

       (i) made any loan to,  borrowed  money from, or entered into any contract
or  understanding  with, any employee,  officer,  director,  manager,  member or
shareholder of the Company or the Predecessor;

       (j) made any payment or contracted  for payment for any bonus,  gratuity,
or other compensation to employees other than wages and salaries in effect as of
the Financial  Statement Date,  except wage and salary  adjustments  made in the
Ordinary  Course of Business for  employees who are not officers or directors of
the Company or the Predecessor;

       (k) had any union or labor difficulties or work stoppage;

       (l) entered into any  transaction  other than in the  Ordinary  Course of
Business;

       (m) entered into any leases of real or personal property;

       (n)  received  any notice of  termination  of any  Contract  which in the
aggregate would have a material  adverse effect on the Company,  the Predecessor
or the Business; or

       (o) entered  into any  Contracts  for which the Company will incur a loss
from the provision of services.

4.09.  Liabilities

       The Company shall provide a list of all  Liabilities of the Company as of
the Closing Date which shall be certified as true and correct by the Company and
shall be incorporated into Section 4.09 of the Disclosure Schedule.  The Company
does not owe any amount to, or have any contract  with, or commitment to, any of
the  Stockholders  or  any  of  its  or  the  Predecessor's  present  or  former
stockholders,  members, directors,  officers, employees or consultants, and none
of such persons owe any amounts to the Company.

4.10.  Taxes

       The provision made by the Company for Taxes is sufficient in all material
respects for payment of all accrued and unpaid Federal, state, county, local and
foreign taxes for the period then ended and all prior  periods.  The Company and
the Predecessor have filed or have obtained presently effective  extensions with
respect to all Tax  Returns  which are  required  to be filed by either of them,
such filed  returns are true and  correct and all Taxes shown  thereon to be due
have been  timely  paid with  exceptions  not  material  to the  Company  or the
Predecessor.  Federal Tax Returns of the Company and of the Predecessor have not
been audited by the Internal Revenue Service, and no controversy with respect to
Taxes of any type is pending or threatened.

                                       15
<PAGE>

4.11.  Inventories

       As of the Effective  Date,  the Company holds no  Inventories of any kind
whatsoever.

4.12.  Real Property

       As of the  Effective  Date,  the Company  neither  owns nor has any other
interest in any Real Property of any kind whatsoever.

4.13.  Tangible Personal Property

       As of the  Effective  Date,  the Company  neither  owns nor has any other
interest in any Tangible Personal Property of any kind whatsoever.

4.14.  Intellectual Property

       (a) Section  4.14(a) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(i)  of this  Agreement  used by the Company  (the
"Marks").  All Marks  have been  registered  with the United  States  Patent and
Trademark  Office,  are currently in compliance  with all formal Laws (including
the timely  post-registration  filing of affidavits of use and  incontestability
and renewal applications),  are valid and enforceable and are not subject to any
maintenance  fees or taxes or  actions  falling  due  within  90 days  after the
Closing  Date.  No  Mark  has  been  or  is  now  involved  in  any  opposition,
invalidation  or  cancellation  Proceeding and no such action is threatened with
respect to any of the Marks.  There is no potentially  interfering  trademark or
trademark  application  of any other  Person.  No Mark is  infringed or has been
challenged  or  threatened  in any way.  None of the Marks  used by the  Company
infringes or is alleged to infringe any trade name, trademark or service mark of
any Third Party.  All products and  materials  containing a Mark bear the proper
federal registration notice where permitted by law.

       (b) Section  4.14(b) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(ii)  of this  Agreement  used by the Company (the
"Patents").  All of the issued  Patents are currently in compliance  with formal
legal  requirements  (including  payment of filing,  examination and maintenance
fees and  proofs of  working  or use),  are valid and  enforceable,  and are not
subject to any  maintenance  fees or taxes or actions falling due within 90 days
after  the  Closing  Date.  No  Patent  has  been  or is  now  involved  in  any
interference,  reissue,  reexamination,  or opposition  Proceeding.  There is no
potentially  interfering patent or patent application of any Third Party. Except
as set forth in Section  4.14(b) of the  Disclosure  Schedule,  (i) no Patent is
infringed or has been  challenged  or threatened in any way and (ii) none of the
products  manufactured or sold, nor any process or know-how used, by the Company
infringes or is alleged to infringe any patent or other proprietary right of any
Third Party.  All products made, used or sold under the Patents have been marked
with the proper patent notice.

       (c) Section  4.14(c) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(iii)  of this  Agreement  used by the  Company in
conducting the Business (the "Copyrights"). All of the registered Copyrights are
currently in compliance with formal Laws, are valid and enforceable, and are not
subject to any  maintenance  fees or taxes or actions falling due within 90 days
after the Closing  Date.  No Copyright is  infringed or has been  challenged  or
threatened  in any way.  None of the  subject  matter  of any of the  Copyrights
infringes  or is alleged to infringe  any  copyright  of any Third Party or is a
derivative work based upon the work of any Third Party. All works encompassed by
the Copyrights have been marked with the proper copyright notice.

                                       16
<PAGE>

       (d) Section  4.14(d) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in  Section  1.01(x)(iv)  of this  Agreement  used by the  Company in
conducting the Business (the "Mask Works").  All of the Mask Works are currently
in compliance with formal Laws, are valid and  enforceable,  and are not subject
to any maintenance fees or taxes or actions falling due within 90 days after the
Closing Date. No Mask Work is infringed or has been  challenged or threatened in
any way. No Mask Work infringes or is alleged to infringe any right of any Third
Party or is based upon the work of any Third Party. All products  encompassed by
or made, used or sold using Mask Works have been marked with the proper notices.

       (e) Section  4.14(e) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description of (i) each Software  Program used by the
Company in  conducting  the Business  (the  "Acquired  Software")  and (ii) each
Database  used  by  the  Company  in  conducting  the  Business  (the  "Acquired
Databases").

       (f) Section  4.14(f) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of all Web Sites used by the Company in
conducting the Business (the  "Business Web Sites").  With respect to the Domain
Names relating to the Business Web Sites:

            (i) All Domain Names have been registered in the name of the Company
and are in compliance with all formal Laws.

            (ii) No  Domain  Name has been or is now  involved  in any  dispute,
opposition,  invalidation  or  cancellation  Proceeding,  and no such  action is
threatened with respect to any Domain Name.

            (iii)  There is no  domain  name  application  pending  of any other
person which would or would  potentially  interfere  with or infringe any Domain
Name included therein.

            (iv) No Domain Name is infringed or has been challenged,  interfered
with or threatened in any way.

            (v) No Domain  Name  infringes,  interferes  with or is  alleged  to
interfere with or infringe the trademark,  copyright or domain name of any other
Person.

       (g) Section 4.14(g) of the Disclosure Schedule sets forth a complete list
of all  Software  Programs  developed  by one or more Third  Parties and used by
Company in connection  with the Business (the "Third Party Software  Programs").
Pursuant to one or more Licenses (as defined  below),  the Company has the right
and license to use each Third Party Software  Program in the manner in which the
Company  currently  is  using  such  Third  Party  Software  Program  (including
incorporation  into Business Web Sites,  Acquired Software or Acquired Databases
where  applicable),  and all use of each  Third  Party  Software  Program by the
Company has been in full compliance with the applicable License or Licenses. Any
and all  Consents  to the  assignment  of any  License  which may be required to
consummate the  Contemplated  Transactions  shall be obtained prior to or on the
Closing Date.

       (h) The Marks, the Patents, the Copyrights,  the Mask Works, the Acquired
Software,  the Acquired Databases and the Business Web Sites (collectively,  the
"Intellectual Property Assets") are all those necessary for the operation of the
Business  as it is has been  conducted  by the  Company at any time prior to the
Effective  Date.  The Company is the owner (or the licensee  under a License) of
all  right,  title  and  interest  in and to each of the  Intellectual  Property
Assets, free and clear of all Encumbrances,  and has the right to use all of the

                                       17
<PAGE>

Intellectual  Property  Assets without  payment to a Third Party,  other than in
respect of Licenses. Immediately subsequent to the Closing, the rights in and to
the Intellectual Property Assets will be owned by the Buyer on terms and subject
to conditions  identical to those prevailing for the Company as of the Effective
Date.

       (i) Section  4.14(i) of the  Disclosure  Schedule sets forth the form and
placement of the proprietary  legends and copyright  notices  displayed in or on
the  Intellectual  Property  Assets.  In no instance has the  eligibility of the
Intellectual  Property Assets for protection  under  applicable Laws relating to
Intellectual  Property  been  forfeited to the public  domain by omission of any
required notice or any other action.

       (j) Section 4.14(j) of the Disclosure  Schedule identifies each document,
instrument  or other  notification  made  available to users of the Business Web
Sites  governing the terms and  conditions on which such users have accessed the
Business  Web  Site,  including  the  Company's  privacy  policies,   terms  and
conditions of use and terms and  conditions of sale (the "Web Site  Documents"),
and the periods  during which each Web Site  Document was in force.  The Company
previously has made available to the Buyer a copy of each Web Site Document.

       (k) The Company has  enforced  the trade  secret  protection  program set
forth in  Section  4.14(k)  of the  Disclosure  Schedule  as it  relates  to the
Intellectual  Property,  and there has been no  violation of such program by any
person or entity.  The  Documentation  relating to the Web Sites,  the  Software
Programs,  the Databases and the Third Party Software Programs incorporated into
any of them (except for end user manuals and other items generally  delivered to
end users), (i) has at all times been maintained in strict confidence,  (ii) has
been  disclosed  by the Company  only to  employees  having a "need to know" the
contents  thereof in  connection  with the  performance  of their  duties to the
Company and (iii) has not been disclosed to any Third Party.

       (l)  All  personnel,   including  employees,   agents,  consultants,  and
contractors,  who have  contributed  to or  participated  in the  conception and
development  of  Business  Web Sites,  the  Acquired  Software  or the  Acquired
Databases  have  executed  nondisclosure  agreements  substantially  in the form
included in Section 4.14(l) of the Disclosure Schedule, and either (i) have been
party to a written  agreement  with the Company  that has  accorded  the Company
full,  effective,  exclusive and original ownership of all Intellectual Property
or (ii) have  executed  appropriate  instruments  of  assignment in favor of the
Company as  assignee  that have  conveyed  to the Company  full,  effective  and
exclusive  ownership  of  all  Intellectual  Property.  Section  4.14(l)  of the
Disclosure  Schedule  sets  forth a  complete  list of each  such  nondisclosure
agreement,  written  agreement  as to  ownership  of  Intellectual  Property  or
instrument of assignment.

       (m) The  Acquired  Software and the  Acquired  Databases  will perform in
accordance  with the  warranties  set  forth in the  Company's  licenses  to, or
agreements with, the end users.

       (n) The use of the  Business  Web Sites,  the  Acquired  Software and the
Acquired  Databases and the license,  sale or lease of the Acquired  Software or
the Acquired  Databases,  or of any part thereof, or of any copy, or of any part
thereof, do not and will not infringe on,  misappropriate,  or contribute to the
infringement of, any copyright,  trade secret, patents or any other exclusionary
right, of any Third Party in either the United States or any foreign country. No
Person has asserted against the Company a claim that the use,  license,  sale or
lease  of any of  Business  Web  Sites,  the  Acquired  Software,  the  Acquired
Databases  or the Third  Party  Software  Programs,  or any part of any of them,
infringes,  misappropriates  or  contributes to the  infringement  of any patent

                                       18
<PAGE>

claim,  copyright  or trade secret right of any Third Party in either the United
States or any foreign country,  and to the Company's knowledge there is no basis
for any such claim.

       (o) Except with respect to demonstration  or trial copies,  no portion of
any Business Web Site,  Acquired  Software or Acquired Database contains or will
contain  any "back  door,"  "time  bomb,"  "Trojan  horse,"  "worm,"  "drop dead
device," "virus" or other software routines or hardware  components  designed to
(i) permit  unauthorized  access, (ii) disable or erase software,  hardware,  or
data or (iii) perform any other such similar actions.

       (p) Section 4.14(p) of the Disclosure Schedule sets forth a complete list
of all licenses,  sublicenses,  agreements,  and permissions,  as amended to the
Effective Date, as to any Intellectual Property,  including Third Party Software
Programs,   licensed  or   sublicensed   to  the  Company  by  any  Third  Party
(collectively,  the "Licenses"), and the Company has made available to the Buyer
correct and complete copies of all such Licenses. With respect to each License:

            (i) The License is legal,  valid,  binding,  enforceable and in full
force and effect, and will continue to be legal,  valid,  binding,  enforceable,
and in full force and effect  immediately after the Closing on terms and subject
to conditions  identical to those prevailing for the Company as of the Effective
Date;

            (ii) no party to the  License is in breach or  default  and no event
has  occurred  which with notice or lapse or time would  constitute  a breach or
default under the License or permit termination,  modification,  or acceleration
of the License;

            (iii) no underlying item of the Intellectual Property covered by the
License is subject to any  outstanding  judgment,  order,  decree,  stipulation,
injunction, or charge;

            (iv) no Proceeding is pending or is threatened  which challenges the
legality, validity, or enforceability of any underlying item of the Intellectual
Property covered by the License; and

            (v) The Company has not granted any sublicense or similar right with
respect to any License.

4.15.  Insurance

       As of the  Effective  Date,  the Seller  neither owns nor  maintains  any
insurance policies of any kind whatsoever.

4.16.  Contracts and Commitments

       (a) Section 4.16 of the Disclosure  Schedule  contains a complete list of
the  Contracts,  true and correct copies of each of which have been delivered or
made available to the Buyer. All of the Contracts are valid, binding and in full
force and effect and are  enforceable in accordance with their terms against all
other parties to such Contracts.  The Company and the Predecessor have performed
all  obligations  required to be performed by either of them to date and are not
in default in any material respect under any Contract to which either of them is
a party.  None of the Contracts  were arrived at or otherwise  reflect less than
arms' length negotiations or bargaining.

       (b) Except as set forth in Section 4.16 of the Disclosure  Schedule,  the
Company  is not a party to any  written  or oral  commitments  of the  following
types:

            (i)  contracts  for  employment  or  compensation  of any officer or
individual  employee,  not  terminable  without  further  liability  on 90 days'
notice;

            (ii) contracts with any labor union;

                                       19
<PAGE>

            (iii)  continuing  contracts  for the future  purchase of materials,
supplies, or equipment, at a cost of $10,000 or more, or to be delivered on more
than 90 days' notice;

            (iv) continuing contracts for the future provision of services;

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments, which cannot be terminated without further liability to
the Company upon no more than 90 days' notice;

            (vi) pension, profit sharing,  deferred compensation,  retirement or
stock  option  or stock  purchase  plans in effect  with  respect  to  officers,
employees or others;

            (vii) leases under which it is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the  acquisition of a business,  or  substantially
all of the  property,  assets or stock of a business  under  which there are any
continuing or unperformed obligations on the part of the Company; or

            (xi) any other contract,  agreement or commitment  involving $10,000
or more which is not terminable without further liability to the Company upon no
more than 90 days' notice.

4.17.  Banking Information

       As of the Effective  Date,  the Company does not own or maintain any bank
accounts or credit facilities of any kind whatsoever.

4.18.  Accounts Receivable


       As of the Effective  Date, the Company has no Accounts  Receivable of any
kind whatsoever.

4.19.  Compliance with Laws

       Except as set  forth in  Section  4.19 of the  Disclosure  Schedule,  the
Company is, and the Company and the Predecessor  have been, in compliance in all
respects  with  any  and  all  applicable  Laws.  Neither  the  Company  nor the
Predecessor has not received or entered into any citation,  complaints,  consent
order  compliance  schedules  or other  similar  enforcement  order or  received
written  notice from any  governmental  authority  that would  indicate that the
Company is not currently in compliance with all such Laws.

4.20.  Environmental Compliance

       (a) Except as set forth in Section  4.20,  neither  the  Company  nor the
Predecessor:

            (i) Ever has  violated,  and the Company  presently is in compliance
with, all Environmental Laws applicable to the Business;

            (ii) Has generated,  manufactured,  refined,  transported,  treated,
stored, handled,  disposed of, transferred,  produced or processed any Hazardous
Materials or any solid waste;

                                       20
<PAGE>

            (iii) Has any  knowledge  of the release or threat of release of any
Hazardous  Materials  from its products or from any of its currently or formerly
owned, operated or managed properties or facilities;

            (iv) Has: (A) entered  into or been  subject to any consent  decree,
compliance order, or  administrative  order with respect to any environmental or
health and safety  matter  relating to the  Business or any of its  currently or
formerly  owned,  operated or managed  properties  or  facilities,  (B) received
notice under the citizen suit provision of any  Environmental  Law in connection
with the Business or any of its currently or formerly owned, operated or managed
properties  or  facilities,  (C) received any written  request for  information,
demand letter,  administrative inquiry, or formal or informal complaint or claim
with respect to any  environmental  or health and safety matter  relating to the
Business  or any  of  its  properties  or  facilities  or  been  subject  to any
governmental or citizen  enforcement action with respect to any environmental or
health and safety  matter  relating to the Business or any of its  properties or
facilities,  and has no knowledge that any matters  described in clauses (A)-(D)
above  will be  forthcoming;  in any such case as would  have or  reasonably  be
expected to have a material adverse change on the Company or its operations.

       (b) No lien has been imposed on any of the  properties  or  facilities of
the Company by any governmental  agency at the federal,  state, local or foreign
level in connection with the presence of any Hazardous Materials.

4.21.  Employees

       As of the  Effective  Date,  the Company has no  managers,  employees  or
contractors other than the Stockholders. Since the incorporation of the Company,
the Company has not incurred any  obligation to pay any amount of  compensation,
including salary or bonus, to any Stockholder.

4.22.  ERISA

       Neither  the  Company  nor  any  ERISA  Affiliate  has  ever  maintained,
sponsored,  contributed  to or incurred any liability  under any Plan subject to
Section 412 of the Code or Title IV of ERISA.  Neither the Company nor any ERISA
Affiliate  has ever  incurred any  obligation  to contribute to or any liability
under any  "multi-employer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA or ever participated in any "multiple employer plan" within the meaning of
Section  413(c) of the Code.  The written  terms of each Plan are, and the Plans
have been administered, in compliance with the requirements of ERISA, and, where
applicable, Section 401 of the Code. There are not now, nor have there been, any
transactions  involving any Plan which is prohibited under ERISA or the Code. As
of the Effective Date, there are no pending or threatened claims by or on behalf
of any Plan or by any  employee of the Company  alleging a breach or breaches of
fiduciary  duties or violations of other  applicable  state or federal law which
could  result in liability on the part of the Company or any Plan under ERISA or
any other law, nor is there any basis for such a claim.  All  returns,  reports,
disclosure  statements and premium payments  required to be made under ERISA and
the Code with  respect to the Plans have been timely  filed or  delivered.  Each
Plan that is  intended  to be  qualified  under  Section  401(a) of the Code has
received a determination  letter from the Internal  Revenue Service covering all
amendments  required to be adopted to date, and there are no circumstances which
exist that are reasonably likely to adversely affect the tax-qualified status of
such Plan or result in the revocation of such letter. The Company and each ERISA
Affiliate have made all  contributions  and payments required to be made to each
Plan within the time prescribed by law or, if earlier, the terms of the Plan.

                                       21
<PAGE>

4.23.  Inspection of Records

       To the best of the Stockholders'  ability,  the Company has made, or will
make,  available  for  inspection  to the Buyer  full and  complete  information
concerning  the  Company's  customers,  suppliers,  vendors,  referral  sources,
consultants  and all aspects of the Business,  including  complete copies of any
customer, vendor, consulting, management and supplier contracts.

4.24.  Brokers' Commissions

       The Company has not entered into any agreement or understanding  with any
person,  firm or entity to become  indirectly a party to any agreement,  for the
payment or any  commission,  finders or brokerage  fee in  connection  with this
Agreement and the transaction  contemplated hereof. The Company hereby agrees to
indemnify and hold the Buyer harmless for any breach of the representations made
in this Section 4.24.

4.25.  Accuracy of Information

       All information  provided to the Buyer by the Company or the Stockholders
as an inducement to the Buyer to enter into this Agreement or in compliance with
the  provisions  of this  Agreement are accurate and complete and do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the statements made in the light of the circumstances
under which they were made, not misleading.

4.26.  Acquisition of the Buyer Shares

       (a) Each  Stockholder  is acquiring  the Buyer Shares for his, her or its
own account  for  investment  and not with a view to, or for sale in  connection
with, any distribution  thereof,  nor with any present intention of distributing
or  selling  the  same;  and no  Stockholder  has any  present  or  contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

       (b)  The  Stockholders  have  reviewed   carefully  the   representations
concerning the Buyer  contained in this  Agreement,  have made detailed  inquiry
concerning the Buyer, its business and its personnel;  the officers of the Buyer
have made available to the  Stockholders any and all written  information  which
they have  requested and have answered to each  Stockholder's  satisfaction  all
inquiries made by any Stockholder; and each Stockholder has sufficient knowledge
and  experience in investing in companies  similar to the Buyer so as to be able
to  evaluate  the risks and merits of its  investment  in the Buyer and are able
financially to bear the risks thereof.

                                       5.
                   Representations and Warranties of the Buyer

       As a material  inducement  to the Company and the  Stockholders  to enter
into this  Agreement,  the Buyer  represents  and  warrants  to the  Company and
Stockholders as follows:

5.01.  Organization

       The Buyer is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the State of Nevada and has full corporate power
to conduct the Business as now  conducted  and as to be conducted  following the
Closing. The Buyer is duly qualified to do business as a foreign corporation and
is in good standing in every  jurisdiction  where such qualification is required
or will be required  by virtue of the  Buyer's  purchase  and  operation  of the
Assets.

                                       22
<PAGE>

5.02.  Capitalization

       The  authorized  capital  stock of Buyer  consists of  100,000,000  Buyer
Shares, of which 8,445,763 shares are issued and outstanding as of the Effective
Date. The Buyer Shares to be issued  pursuant to Section 2.02 of this Agreement,
upon  issuance,  will  be  duly  authorized,  validly  issued,  fully  paid  and
nonassessable common shares of the Buyer.

5.03.  Authority for Agreements

       The  execution  and  delivery of and  performance  under the  Transaction
Documents and the  consummation  of the  Contemplated  Transactions by the Buyer
have been duly  authorized by all necessary  corporate  action.  The Transaction
Documents  have been duly  executed and  delivered  by the Buyer and  constitute
valid and binding  obligations of the Buyer enforceable in accordance with their
respective  terms.  The execution of and  compliance  with the provisions of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Buyer will not violate any  provision of law and will not  conflict  with or
result in any  breach  of any of the  terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws  of the  Buyer  or any  material  indenture,  lease,  agreement  or other
instrument to which the Buyer is a party or by which it or any of its properties
is bound, or any decree, judgment, order, statute, rule or regulation applicable
to the Buyer.

5.04.  Governmental Authorizations

       No Governmental  Authorization of or from any  Governmental  Authority is
required on the part of the Buyer in connection with the execution, delivery and
performance  of the  Transaction  Documents and the  Contemplated  Transactions,
including the offer,  issuance,  sale and delivery of the Buyer  Shares,  except
such  filings as shall have been made prior to and shall be  effective on and as
of the Closing  (other than filings  required to be made after the Closing under
applicable  federal and state  securities  laws,  which  filings will be made in
accordance with such laws). Based in relevant part on the  representations  made
by the Company and the  Stockholders in Section 5 of this  Agreement,  the offer
and sale of the Buyer  Shares to the  Company  and the  Stockholders  will be in
compliance with applicable Federal and state securities laws.

5.05.  Litigation

       There is no Proceeding, pending, or, to the Buyer's knowledge, any threat
thereof,  against the Buyer,  which  questions the validity of this Agreement or
the  right  of the  Buyer  to  enter  into it,  or  which  might  cause,  either
individually or in the aggregate, a Material Adverse Change in the Buyer.

5.06.  Financial Statements and Reports; Absence of Liabilities

       (a) The Buyer  previously has delivered to each Stockholder a copy of the
following  periodic  reports  and  statements  filed by the  Buyer  with the SEC
(collectively, the "Buyer Reports"):

            (i) The  Buyer's  Annual  Report on Form  10-KSB for the fiscal year
ended December 31, 2001, as filed with the SEC on April 17, 2002;

            (ii) The  Buyer's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended March 31, 2002, as filed with the SEC on May 21, 2002;

            (iii) The  Buyer's  Quarterly  Report on Form  10-QSB for the fiscal
quarter  ended  June 30,  2002,  as filed with the SEC on August  14,  2002,  as
amended by filings on Form  10-QSB/A  filed with the SEC on August 15,  2002 and
September 3, 2002;

                                       23

            (iv) The  Buyer's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended September 30, 2002 (the "Financial Reporting Date"), as filed with
the SEC on November 15, 2002;

            (v) The Buyer's  Current Report on Form 8-K dated April 23, 2002, as
filed with the SEC on April 24, 2002, as amended by a filing on Form 8-K/A filed
with the SEC on May 29, 2002;

            (vi) The Buyer's Current Report on Form 8-K dated August 7, 2002, as
filed with the SEC on August 20, 2002; and

            (vii) The  Buyer's  Current  Report on Form 8-K dated  November  19,
2002, as filed with the SEC on November 27, 2002.

       (b) Since the Financial  Reporting  Date, the Company has not incurred or
otherwise  become  subject  to any  Liabilities  not set forth in the  financial
statements  set forth in the Buyer  Reports  except  in the  Ordinary  Course of
Business or as contemplated by this Agreement.

5.07.  Compliance with Laws

       The Buyer is and has been in material compliance in all respects with any
and all Laws applicable to the Buyer. The Buyer has not received or entered into
any  citations,  complaints,  consent  orders,  compliance  schedules,  or other
similar  enforcement  orders or received  written  notice from any  Governmental
Authority  that  would  indicate  that the Buyer is not  currently  in  material
compliance with all applicable Laws.

5.08.  Broker's Commissions

       The Buyer has not entered into any  agreement or  understanding  with any
person,  firm or entity,  or become  indirectly a party to any agreement for the
payment  of a  commission  finder's  or  broker's  fee in  connection  with this
Agreement and the transaction contemplated hereby. The Buyer shall indemnify and
hold  the  Company  and  the  Stockholders   harmless  for  any  breach  of  the
representations made in this Section 5.08.

5.09.  Accuracy of Information

       All information  provided to the Company or the Stockholders by the Buyer
as an  inducement  to the  Company  and the  Stockholders  to  enter  into  this
Agreement or in compliance  with the  provisions of this  Agreement are accurate
and do not contain any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  in  order to make  the  information,  in light of the
circumstances under which they were given, not misleading.

                                       6.
                          Obligations Prior to Closing

6.01.  Operation of Business

       The Company  agrees,  that,  from the Effective  Date through the Closing
Date,  the Company  shall  conduct  the  Business  and its  affairs  only in the
Ordinary Course of Business.

6.02.  Access to Books and Records

       From and after the  Effective  Date,  the Company shall (a) afford to the
officers, employees and representatives of the Buyer full and free access to its
Assets, personnel, properties, records and books of account at times and places

                                       24
<PAGE>

reasonably  acceptable  to the  Buyer  and  the  Company,  (b)  furnish  to such
officers,  employees and  representatives  such other  information  as the Buyer
reasonably may request, and (c) authorize its accountants and auditors to permit
the  Buyer's  independent  public  accountants  and  representatives  to examine
records and working papers pertaining to the Company's financial statements. The
Buyer agrees to treat all such material as confidential and not make use of such
materials  except for the purposes  expressed in this Agreement  unless such use
comes to the public domain through no act or omission of the Buyer.

6.03.  Negative Covenants

       The Company  covenants  that from the Effective  Date through the Closing
Date,  without the prior  written  consent of the Buyer,  the Company  will not,
except in the Ordinary Course of Business:

       (a) enter  into any  written or oral  Contract  of the  following  types,
without the express written consent of the Buyer:

            (i) contracts for the employment or compensation of any Stockholder,
manager, officer, director, or individual employee;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of  inventory
materials, supplies, or equipment at a cost of $10,000 or more;

            (iv) continuing contracts for future services;

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments;

            (vi) pensions,  profit sharing,  deferred  compensation  retirement,
stock option,  stock purchase plans,  health group  insurance,  or similar plans
with respect to officers, directors, employees, or others;

            (vii) leases under which the Company is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the acquisition of a business or substantially all
of the property, assets or stock of a business; or

            (xi) any other contract,  agreement, or commitment involving $10,000
or more.

       (b) declare  or pay  any  dividend,  or  make  any  distribution  of its
properties  or assets to the  Stockholders,  or allow the issuance of any of its
securities,  except in  connection  with the exercise or  conversion of existing
rights;

       (c) discharge or satisfy any lien or encumbrance or pay any obligation or
liability except for operating expenses in the Ordinary Course of Business;

       (d)  make any change in its Articles of Incorporation or Bylaws;

                                       25
<PAGE>

       (e)  issue  any  capital  stock or other  corporate  securities  or grant
options,  warrants or rights of any kind to purchase any of its capital stock or
membership interests, except as described in this Agreement;

       (f)  subject  any  of  its  assets,   tangible  or  intangible,   to  any
Encumbrance;

       (g) make any payment,  or contract for payment of any bonus,  gratuity or
other compensation,  or increase the rate or form of compensation payable to any
agent or employee,  except salary adjustments in the Ordinary Course of Business
for employees who are not Stockholders,  managers,  officers or directors of the
Company;

       (h) dispose of any of its  properties  or assets  except in the  Ordinary
Course of Business;

       (i) incur any indebtedness, except for operating expenses in the Ordinary
Course of Business,  not allow any Material Adverse Change to be made, nor allow
any  tax or  other  liability  to be  extended  by  waiver  of the  statutes  of
limitation or otherwise;

       (j) make any loan to,  borrow any money from,  or enter into any contract
or  understanding  with, any  Stockholder,  manager,  officer or director of the
Company; or

       (k) enter  into any  transaction  other  than in the  Ordinary  Course of
Business.

6.04. Affirmative Covenants

       The Company  covenants  that from the Effective  Date through the Closing
Date, the Company will:

       (a) keep its  property  and  assets  insured  consistent  with its  prior
practices in respect thereto;

       (b) perform in the normal course of business all of its obligations under
contracts,  leases and  documents  relating to or affecting the Business and its
assets and properties; and

       (c)  use its  best  efforts  to  preserve  intact  the  Business  and the
Company's  organization,  agencies and goodwill, to the end that the Buyer shall
continue to operate the Business as a going  business as now  constituted  after
the Company Shares are acquired by the Buyer.

                                       7.
                            Post-Closing Obligations

7.01.  Access to Records

       From and after the Closing Date,  the  Stockholders  shall (a) permit the
Buyer and its employees, agents, officers,  accountants, legal counsel and other
representatives  to have access to the books,  records,  files,  agreements  and
other  information in the possession of the  Stockholders or the Predecessor and
(b) use their  best  efforts  to permit  the  Buyer and its  employees,  agents,
officers, accountants, legal counsel and other representatives to have access to
the  employees,   officers  counsel,  accountants  and  representatives  of  the
Stockholders  or the  Predecessor;  at all times as reasonably  requested by the
Buyer for the purpose of  investigating  or defending any claim made against the
Business.  The Buyer shall permit the Stockholders  and their agents  reasonable
access to the books and  records of the  Company  for a period of one year after
the Closing for the purpose of preparing the Company's final tax return.

                                       26

7.02.  Further Assurances

       Following the Closing,  the Stockholders and the Buyer each shall execute
and deliver such  documents,  and take such other action as shall be  reasonably
requested by any other Party to carry out the Contemplated Transactions.

7.03.  Transfer of Buyer Shares

       (a)  Neither the Buyer  Shares  issued  pursuant to Section  2.02 of this
Agreement,  nor any other shares of capital stock of the Buyer issued in respect
of such  Buyer  Shares  as a result  of  splits,  dividends,  reclassifications,
recapitalizations,    or   similar   events   (collectively,   the   "Restricted
Securities"),  may be  offered  or sold  except  (i)  pursuant  to an  effective
registration  statement  under the  Securities  Act or (ii) if the Company first
shall have been furnished with an opinion of legal counsel or other evidence, in
either case reasonably satisfactory to the Company, to the effect that such sale
or transfer is exempt from the registration requirements of the Securities Act.

       (b)  Except as  provided  in  Section  7.03(c)  of this  Agreement,  each
certificate  representing  Restricted  Securities  issued to a Stockholder shall
bear the following legend (the "Private Placement Legend") on the face thereof:

       the securities  represented by this  certificate  have not been
       registered  under the  Securities  Act of 1933, as amended (the
       "Securities  Act"),  and may not be offered,  sold or otherwise
       transferred,  pledged  or  hypothecated  unless  and until such
       securites are registered under the Securities Act or an opinion
       of  counsel  or  other  evidence,  in  either  case  reasonably
       satisfactory  to the  Company,  is  obtained to the effect that
       such registration is not required.

       (c)  Notwithstanding the provisions of Section 7.03(a) of this Agreement,
no  registration  or  opinion of counsel  shall be  required  for (i) a transfer
without  payment  of value  by a Holder  which  is a  partnership  or a  limited
liability  company to a partner of such  partnership or a member of such limited
liability  company or a retired partner of such  partnership or a retired member
of such limited  liability  company who retires after the date hereof, or to the
estate of any such partner,  member,  retired partner or retired member,  if the
transferee  agrees in writing to be subject to the terms of this Section 7.03 to
the same extent as if he, she or it were an  original  party  hereto;  or (ii) a
transfer made in accordance with Rule 144 under the Securities Act.

       (d) Upon the transfer,  exchange or replacement of Restricted  Securities
bearing the Private Placement Legend,  the Company shall deliver only Restricted
Securities,  as applicable,  that bear the Private Placement Legend, unless: (i)
such  transfer or exchange is  effected  pursuant to an  effective  registration
statement  under the Securities  Act; or (ii) in the case of Buyer Shares,  such
Buyer Shares were acquired pursuant to an effective registration statement under
the  Securities  Act; or (iii) there is  delivered  to the Company an opinion of
legal counsel or other evidence,  in either case reasonably  satisfactory to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Securities Act.

       (e)  By  its  acceptance  of  any  certificate   representing  Restricted
Securities  and  bearing  the  Private   Placement   Legend,   each  Stockholder
acknowledges the restrictions on transfer of the Restricted Securities set forth
in  this  Section  7.03  and  agrees  that it  shall  transfer  such  Restricted
Securities only as provided in this Section 7.03.

                                       27
<PAGE>

                                       8.
                     Remedies for Breaches of This Agreement

8.01.  Survival of Representations and Warranties

       All of the  representations  and  warranties of the Parties  contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any  misrepresentation  or breach of  warranty  or
covenant at the time of Closing) and  continue in full force and effect  forever
thereafter (subject to any applicable statutes of limitations).

8.02.  Indemnification Provisions for Benefit of the Buyer

       (a) In the event that the Company or any Stockholder  breaches (or in the
event any Third Party alleges  facts that, if true,  would mean that the Company
or any Stockholder has breached) any of their representations,  warranties,  and
covenants  contained herein,  then each of the Stockholders  agrees to indemnify
the Buyer from and against the  entirety of any Adverse  Consequences  the Buyer
may suffer through and after the date of the claim for indemnification resulting
from,  arising out of, relating to, in the nature of, or caused by the breach or
alleged breach.

       (b) Each of the  Stockholders  agrees to  indemnify  the  Buyer  from and
against the entirety of any Adverse  Consequences the Buyer may suffer resulting
from,  arising out of, relating to, in the nature of, or caused by any Liability
of the Company (i) for any Taxes of the Company or the Predecessor  with respect
to any Tax year or portion  thereof ending on or before the Closing Date (or for
any Tax year  beginning  before and ending  after the Closing Date to the extent
allocable  (determined  in a  manner  consistent  with  Section  9.03))  of this
Agreement  to the  portion  of such  period  beginning  before and ending on the
Closing Date), to the extent such Taxes are not reflected in the reserve for Tax
Liability  (rather than any reserve for deferred  Taxes  established  to reflect
timing  differences  between  book  and Tax  income)  shown  on the  face of the
Financial Statements (rather than in any notes thereto), and (ii) for the unpaid
Taxes of any Person  (other  than any of the Company or the  Predecessor)  under
Reg.  ss.1.1502-6 (or any similar provision of state, local, or foreign law), as
a transferee or successor, by contract, or otherwise.

8.03.  Indemnification Provisions for Benefit of the Stockholders

       In the event the Buyer  breaches (or in the event any Third Party alleges
facts  that,   if  true,   would  mean  the  Buyer  has  breached)  any  of  its
representations,  warranties,  and covenants  contained  herein,  then the Buyer
agrees to indemnify  each of the  Stockholders  from and against the entirety of
any Adverse  Consequences  the Stockholder may suffer through and after the date
of the claim for indemnification resulting from, arising out of, relating to, in
the nature of, or caused by the breach or alleged breach.

8.04.  Matters Involving Third Parties

       (a) If any Third Party shall notify any Party (the  "Indemnified  Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against any other Party (the  "Indemnifying  Party")
under this  Section 8, then the  Indemnified  Party  promptly  shall notify each
Indemnifying Party thereof in writing;  provided,  however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying  Party shall relieve
the Indemnifying Party from any obligation  hereunder unless (and then solely to
the extent) the Indemnifying Party is prejudiced thereby.

       (b) Any Indemnifying  Party will have the right to defend the Indemnified
Party  against  the Third  Party  Claim with  counsel  of its choice  reasonably

                                       28
<PAGE>

satisfactory  to the  Indemnified  Party so long as (i) the  Indemnifying  Party
notifies the Indemnified Party in writing,  within 15 days after the Indemnified
Party has given notice of the Third Party  Claim,  that the  Indemnifying  Party
will indemnify and defend the Indemnified Party from and against the entirety of
any  Adverse  Consequences  the  Indemnified  Party may suffer  resulting  from,
arising  out of,  relating  to, in the nature  of, or caused by the Third  Party
Claim; (ii) the Indemnifying  Party provides the Indemnified Party with evidence
reasonably  acceptable to the Indemnified Party that the Indemnifying Party will
have the financial resources to defend against the Third Party Claim and fulfill
its indemnification  obligations hereunder; (iii) the Third Party Claim involves
only money damages and does not seek an injunction  or other  equitable  relief,
(iv)  settlement  of, or an adverse  judgment  with  respect to, the Third Party
Claim is not, in the good faith  judgment of the  Indemnified  Party;  likely to
establish a precedential  custom or practice adverse to the continuing  business
interests of the Indemnified  Party; and (v) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently.

       (c) So long as the  Indemnifying  Party is conducting  the defense of the
Third Party Claim in accordance with Section 8.04(b) above,  (i) the Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in the defense of the Third Party Claim;  (ii) the Indemnified Party
will not consent to the entry of any judgment or enter into any settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnifying  Party,  which  will not be  withheld  unreasonably;  and (iii) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party, which will not be withheld unreasonably.

       (d) In the event any of the  conditions  in Section  8.04(b)  above is or
becomes unsatisfied,  however, (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any  settlement  with respect
to, the Third Party Claim in any manner it reasonably may deem  appropriate (and
the  Indemnified  Party need not consult with,  or obtain any consent from,  any
Indemnifying  Party in connection  therewith);  (ii) the Indemnifying Party will
reimburse  the  Indemnified  Party  promptly and  periodically  for the costs of
defending  against  the  Third  Party  Claim  (including   attorneys'  fees  and
expenses);  and (iii) the Indemnifying  Parties will remain  responsible for any
Adverse  Consequences the Indemnified  Party may suffer resulting from,  arising
out of, relating to, in the nature of, or caused by the Third Party Claim to the
fullest extent provided in this Section 8.

8.05.  Other Indemnification Provisions

       The foregoing  indemnification  provisions are in addition to, and not in
derogation of, any  statutory,  equitable,  or common law remedy  (including any
such remedy arising under any Environmental Law) any Party may have with respect
to the Company or the Contemplated Transactions. Each of the Stockholders hereby
agrees  that he, she or it will not make any claim for  indemnification  against
the  Company by reason of the fact that he, she or it was a  director,  officer,
employee,  or agent of the  Company or was serving at the request of the Company
as a partner, trustee,  director,  officer, employee, or agent of another entity
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
the Buyer  against any  Stockholder  (whether  such  action,  suit,  proceeding,
complaint,  claim, or demand is pursuant to this  Agreement,  applicable law, or
otherwise).

                                       9.
                                   Tax Matters

       The following provisions shall govern the allocation of responsibility as
between the Buyer and the  Stockholders  for certain tax matters  following  the
Closing Date:

                                       29
<PAGE>

9.01.  Tax Periods Ending on or Before the Closing Date

       The Buyer shall  prepare or cause to be prepared  and file or cause to be
filed all Tax Returns for the Company or the  Predecessor for all periods ending
on or prior to the  Closing  Date which are filed after the  Closing  Date.  The
Buyer  shall  permit the  Stockholders  to review  and  comment on each such Tax
Return  described in the preceding  sentence prior to filing.  The  Stockholders
shall  reimburse  the Buyer for Taxes of the  Company  or the  Predecessor  with
respect to such periods within 15 days after payment by the Buyer or the Company
of such Taxes to the extent such Taxes are not  reflected in the reserve for Tax
Liability  (rather than any reserve for deferred  Taxes  established  to reflect
timing  differences  between  book  and Tax  income)  shown  on the  face of the
Financial Statements.

9.02.  Tax Periods Beginning Before and Ending After the Closing Date

       The Buyer shall  prepare or cause to be prepared  and file or cause to be
filed any Tax Returns of the Company or the  Predecessor  for Tax periods  which
begin before the Closing Date and end after the Closing Date.  The  Stockholders
shall pay to the Buyer,  within 15 days  after the date on which  Taxes are paid
with respect to such periods, an amount equal to the portion of such Taxes which
relates to the portion of such Taxable  period ending on the Closing Date to the
extent such Taxes are not  reflected  in the reserve for Tax  Liability  (rather
than any reserve for deferred Taxes  established  to reflect timing  differences
between book and Tax income) shown on the face of the Financial Statements.  For
purposes of this  Section  9.02,  in the case of any Taxes that are imposed on a
periodic  basis and are payable for a Taxable period that includes (but does not
end on) the Closing  Date,  the portion of such Tax which relates to the portion
of such  Taxable  period  ending on the Closing Date shall (i)in the case of any
Taxes other than Taxes based upon or related to income or receipts, be deemed to
be the  amount  of such  Tax for the  entire  Taxable  period,  multiplied  by a
fraction,  the  numerator  of which is the number of days in the Taxable  period
ending on the Closing Date and the denominator of which is the number of days in
the entire Taxable period; and (ii) in the case of any Tax based upon or related
to income or  receipts,  be deemed equal to the amount which would be payable if
the relevant Taxable period ended on the Closing Date. Any credits relating to a
Taxable period that begins before and ends after the Closing Date shall be taken
into account as though the relevant  Taxable  period ended on the Closing  Date.
All determinations  necessary to give effect to the foregoing  allocations shall
be made in a  manner  consistent  with  prior  practice  of the  Company  or the
Predecessor.

9.03.  Cooperation on Tax Matters

       (a) The Buyer, the Company and the Stockholders shall cooperate fully, as
and to the extent  reasonably  requested by any other Party,  in connection with
the filing of Tax Returns  pursuant to this  Section 9 and any  Proceeding  with
respect to Taxes.  Such  cooperation  shall  include the retention and (upon any
other  Party's  request)  the  provision  of records and  information  which are
reasonably  relevant to any such Proceeding and making employees  available on a
mutually  convenient basis to provide additional  information and explanation of
any material provided  hereunder.  The Company and the Stockholders agree (i) to
retain all books and  records  with  respect  to Tax  matters  pertinent  to the
Company  relating to any Taxable period  beginning before the Closing Date until
the expiration of the statute of limitations (and, to the extent notified by the
Buyer or the  Stockholders,  any extensions  thereof) of the respective  Taxable
periods,  and to abide by all record retention  agreements entered into with any
Taxing  Authority;  and (ii) to give the other Party  reasonable  written notice
prior to transferring,  destroying or discarding any such books and records and,
if the other Party so requests, the Company or the Stockholders, as the case may
be, shall allow the other Party to take possession of such books and records.

                                       30
<PAGE>

       (b) The Buyer and the Stockholders  further agree,  upon request,  to use
their  best  efforts  to  obtain  any  certificate  or other  document  from any
Governmental  Authority  or any other  Person as may be  necessary  to mitigate,
reduce or eliminate any Tax that could be imposed, including with respect to the
contemplated transactions.

       (c) The Buyer and Stockholders  further agree,  upon request,  to provide
the other Party with all information that either Party may be required to report
pursuant to Section  6043 of the Code and all  Treasury  Department  Regulations
promulgated thereunder.

9.04.  Certain Taxes

       All transfer, documentary, sales, use, stamp, registration and other such
Taxes and fees  (including  any penalties  and interest)  incurred in connection
with this  Agreement  (including  any New York State  Gains  Tax,  New York City
Transfer Tax and any similar tax imposed in other states or subdivisions), shall
be paid by the Stockholders  when due, and the  Stockholders  will, at their own
expense,  file all necessary Tax Returns and other documentation with respect to
all such transfer,  documentary, sales, use, stamp, registration and other Taxes
and fees, and, if required by applicable law, the Buyer will, and will cause its
affiliates  to,  join  in the  execution  of any  such  Tax  Returns  and  other
documentation.

                                      10.
                              Amendment and Waiver

10.01. Assignment and Amendment of Agreement

       This Agreement  shall not be assignable by any of the Parties except with
the written  consent of the  others.  This  Agreement  may be amended by written
agreement of the Parties and any such amendment may:

       (a) change the time or place for performance of any of the obligations or
acts of the Parties,  including  changes of time and date of the Closing Date or
of the place of Closing;

       (b) waive any inaccuracies in or modify the representations  contained in
this  Agreement  or in any  Exhibits  or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

       (c) waive compliance with or modify any of the covenants herein contained
and waive or modify performance of any obligations of the Parties.

10.02. Waiver

       Any  forbearance,  failure  or  delay  by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                      11.
                               General Provisions

11.01. Notices

       All  notices,  consents,   requests,  waivers  and  other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or


                                       31
<PAGE>

confirmed facsimile or electronic mail transmission,  (y) one day after delivery
to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 11.01, may designate from time to time:

       (a) If to the Buyer or to the          With a copy to:
           Company following Closing,to:
                                              Baker, Donelson, Bearman &
           Provectus Pharmaceuticals, Inc.    Caldwell, P.C.
           Attention: President               Attention: David L. Morehous, Esq.
           7327 Oak Ridge Highway, Suite B    Riverview Tower, Suite 2200
           Knoxville, TN 37931                900 South Gay Street
           Facsimile: 865.539.9654            Knoxville, TN 37902
           Email:                             Facsimile: 865.525.8569
                                              Email: dmorehous@bdbc.com

       (b) If to the Stockholders or to the Company prior to the Closing, to:

           Pure-ific, L.L.C.
           Attention: Avid Amiri
           1240 Harvard Avenue
           Salt Lake City, UT 84105
           Facsimile:
           Email:

11.02. Entire Agreement

       This  Agreement  and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

11.03. Severability

       The  invalidity or  unenforceability  of any provision of this  Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

11.04. Governing Law; Venue of Actions

       This  Agreement  shall be governed and construed in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

11.05. Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an  original,  but all of which  shall be one and the same
document.

                                       32
<PAGE>


                                   Signatures

       IN WITNESS WHEREOF,  the undersigned Parties have executed this Agreement
on and as of the Effective Date.


                                         Provectus Pharmaceuticals, Inc., a
                                         Nevada corp               (the "Buyer")

                                             By: /s/ Timothy C. Scott
                                                 -------------------------------
                                             Name:  Timothy C. Scott
                                                   -----------------------------
                                             Title: President
                                                   -----------------------------

                                         Pure-ific Corporation, a Nevada
                                         corporation             (the "Company")

                                             By: /s/ Avid Amiri
                                                 -------------------------------
                                             Name: Avid Amiri
                                                   -----------------------------
                                             Title: President and Secretary
                                                   -----------------------------

                                         Avid Amiri, an individual resident of
                                         the State of Utah             ("Amiri")

                                             Signed: /s/ Avid Amiri
                                                    ----------------------------

                                         Daniel Urmann, an individual resident
                                         of the State of Utah         ("Urmann")

                                             Signed: /s/ Daniel Urmann
                                                    ----------------------------


                                       33
<PAGE>
                                                                     EXHIBIT 4.1
                                Warrant Agreement

       This Warrant Agreement (this  "Agreement") is made and entered into as of
December 5, 2002 (the "Effective Date") by and among Provectus  Pharmaceuticals,
Inc.,  a Nevada  corporation  (the  "Company");  and the persons  identified  on
Exhibit A hereto (each, a "Holder" and, collectively, the "Holders").

                                    Recitals

       A. The  Company  has  agreed  to issue to the  Holders,  on the terms and
subject to the  conditions  set forth in this  Agreement,  a number of warrants,
each  entitling the Holder  thereof to purchase one share of Common Stock at the
Exercise  Price set forth in Section  3.01 and during  the  Exercise  Period set
forth in Section 3.02 (the "Warrants").

                                       1
                                    Agreement

       THEREFORE,  in  consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties to this Agreement hereby agree as follows:

                                       1.
                         Definitions and Interpretation

1.01.  Certain Definitions

       As used  in this  Agreement,  the  following  terms  have  the  following
definitions:

       (a)  "Affiliate"  means any  Person  who now or  hereafter,  directly  or
indirectly through one or more intermediaries, Controls, is Controlled by, or is
under common Control with, another Person.

       (b) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business in Nashville, Tennessee.

       (c) "Board"  means the Board of Directors of the Company or any committee
thereof duly authorized to act on behalf of such Board of Directors.

       (d) "Combination" means an event in which the Company  consolidates with,
merges with or into, or sells all or substantially  all of its assets to another
Person.

       (e) "Common Stock" means the Company's Common Stock, par value $.001.

       (f) "Control" means the possession,  directly or indirectly, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether  through the  ownership  of voting  stock or  interests,  by contract or
otherwise.

       (g) "Exchange Act" means the Securities Exchange Act of 1934.

       (h) "Exercise  Date" means,  for a given  Warrant,  the day on which such
Warrant is exercised pursuant to Section 3.4.

                                       1
<PAGE>

       (i) "Fair  Market  Value" per share of Common  Stock means the average on
the applicable date of the high and low prices of a share of Common Stock on the
principal national  securities exchange on which shares of Common Stock are then
trading,  or, if shares were not traded on such date,  then on the net preceding
date on which a trade  occurred;  or if Common Stock is not traded on a national
securities  exchange but is listed on the Nasdaq Stock  Market  ("Nasdaq"),  the
last reported sale price on such date as reported by Nasdaq;  or if Common Stock
is not traded on a national securities exchange and is not listed on Nasdaq, the
closing  bid  price  (or  average  bid  prices)  last  quoted on such date by an
established quotation service for over-the-counter securities; or (iv) if Common
Stock is not traded on a national securities  exchange,  is not listed on Nasdaq
and is not otherwise  publicly  traded on such date,  the fair market value of a
share of  Common  Stock as  established  by the Board  acting in good  faith and
taking into  consideration  all factors  which it deems  appropriate,  including
recent  sale or  offer  prices  for the  Common  Stock in  private  arm's-length
transactions.

       (j) "Issue Date" means the date the Warrants are issued.

       (k)  "Person"  means an  individual,  partnership,  corporation,  limited
liability  company,  trust,  unincorporated  organization,   association,  joint
venture or a government or agency or political subdivision thereof.

       (l) "Securities Act" means the Securities Act of 1933.

       (m)  "Warrant  Certificate"  means a  registered  certificate  evidencing
Warrants issued by the Company under this Agreement.

       (n)  "Warrant  Shares"  mean the  shares of Common  Stock  (and any other
securities) for which the Warrants are exercisable.

1.02.  Other Definitions

       Terms defined in other  provisions of this Agreement have the definitions
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

       (d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.


                                      2
<PAGE>

       (e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in
accordance with GAAP. All terms used in Article 9 of the Uniform Commercial Code
as enacted in the State of Nevada and not  specifically  defined herein are used
herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this
Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                              Warrant Certificates

2.01.  Issuance

       On the terms and subject to the conditions of this Agreement, on one or
more Issue Dates,  the Company will issue Warrants for the purchase of shares of
Common Stock,  in such  denominations  and  represented by Warrant  Certificates
registered in such names as shall be identified to the Company in writing.

       On each Issue Date,  the Persons in whose names the Warrant  Certificates
are registered shall execute a counterpart  signature page to this Agreement and
become  bound  hereby as  Holders.  The Company  shall  cause  Exhibit A to this
Agreement to be amended from time to time to  accurately  set forth the name and
address of the Holders and the number of Warrant Shares entitled to be purchased
by each upon exercise of their respective Warrants.

2.02.  Form and Dating

       Each  Warrant  Certificate  shall be  issued  in  registered  form  only,
substantially in the form attached hereto as Exhibit B. The Warrant Certificates
shall bear the legends required by Section 2.04 of this Agreement,  and may have

                                       3
<PAGE>

other notations,  legends, or endorsements required by law, stock exchange rule,
agreements to which the Company is subject,  if any, or usage  (including  CUSIP
numbers); provided, that all such notations, legends or endorsements shall be in
a form acceptable to the Company.

       The terms,  conditions  and  provisions  set forth in the form of Warrant
Certificate attached hereto as Exhibit B shall constitute,  and hereby expressly
are made,  a part of this  Agreement.  The  Company  and the  Holders,  by their
execution and delivery of this  Agreement,  agree to such terms,  conditions and
provisions and to be bound thereby.

       The form of  Warrant  Certificate  need  not be  changed  because  of any
adjustment  made  pursuant  to  Section  4  of  this   Agreement,   and  Warrant
Certificates  issued after such adjustment may state the same Exercise Price and
the same number of shares of Common Stock issuable upon exercise of the Warrants
as are stated in the  Warrant  Certificates  initially  issued  pursuant to this
Agreement.  However, the Company at any time and in its sole discretion may make
any  change  in the  form of  Warrant  Certificate  that  the  Company  may deem
appropriate to give effect to one or more  adjustments  and that does not affect
the substance of the Warrant Certificate; and any Warrant Certificate thereafter
issued,   whether  in  exchange  or  substitution  for  an  outstanding  Warrant
Certificate or otherwise, may be in the form as so changed.

2.03.  Replacement Certificates

       If a mutilated Warrant Certificate is surrendered to the Company, or if a
Holder  claims  that  the  Warrant  Certificate  has  been  lost,  destroyed  or
wrongfully  taken,  the Company shall issue a replacement  Warrant  Certificate.
Such Holder shall furnish an indemnity sufficient in the judgment of the Company
to  protect  the  Company  from  any  loss  which  it may  suffer  if a  Warrant
Certificate is replaced.

2.04.  Legends

       (a) Each Warrant Certificate shall bear the following legend:

       The Warrants represented by this Certificate entitle the Holder
       to  purchase  ___  shares of the  Company's  common  stock at a
       purchase price of $___ per share,  subject to adjustment  under
       certain circumstances. A copy of the Warrant Agreement pursuant
       to which the Warrants  have been issued is  available  from the
       Company upon request.  This Warrant Certificate is transferable
       only  after  compliance  with  the  provisions  of the  Warrant
       Agreement.

       (b) Except as provided in Section 2.05(b) of this Agreement, each Warrant
Certificate  and  each  certificate  representing  Warrant  Shares  issued  upon
exercise of a Warrant  shall bear the following  legend (the "Private  Placement
Legend") on the face thereof:

       Neither the Warrants  represented by this  certificate  nor the
       shares  issuable upon the exercise of these  Warrants have been
       registered  under the  Securities  Act of 1933, as amended (the
       "Securities  Act"),  and may not be offered,  sold or otherwise
       transferred,  pledged  or  hypothecated  unless  and until such
       shares are registered under the Securities Act or an opinion of
       counsel  or  other   evidence,   in  either   case   reasonably
       satisfactory  to the  Company,  is  obtained to the effect that
       such registration is not required.

                                       4
<PAGE>

2.05.  Transfer Provisions

       (a) Neither the  Warrants  nor the Warrant  Shares may be offered or sold
except (i) pursuant to an effective  registration statement under the Securities
Act or (ii) if the Company  first shall have been  furnished  with an opinion of
legal counsel or other evidence,  in either case reasonably  satisfactory to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Securities Act.

       (b)  Notwithstanding the provisions of Section 2.05(a) of this Agreement,
no  registration  or  opinion of counsel  shall be  required  for (i) a transfer
without  payment  of value  by a Holder  which  is a  partnership  or a  limited
liability  company to a partner of such  partnership or a member of such limited
liability  company or a retired partner of such  partnership or a retired member
of such limited  liability  company who retires after the date hereof, or to the
estate of any such partner,  member,  retired partner or retired member,  if the
transferee  agrees in  writing  to be  subject  to the terms of this  Agreement,
including  this  Section  2,  to the  same  extent  as if he,  she or it were an
original Holder  hereunder;  or (ii) a transfer made in accordance with Rule 144
under the Securities Act.

       (c) Upon the  transfer,  exchange or  replacement  of Warrants or Warrant
Shares  bearing the Private  Placement  Legend,  the Company  shall deliver only
Warrants or Warrant  Shares,  as  applicable,  that bear the  Private  Placement
Legend,  unless:  (i) such  transfer  or  exchange  is  effected  pursuant to an
effective  registration  statement under the Securities Act; or (ii) in the case
of Warrant  Shares,  such Warrant Shares were acquired  pursuant to an effective
registration  statement under the Securities Act; or (iii) there is delivered to
the  Company an  opinion of legal  counsel  or other  evidence,  in either  case
reasonably satisfactory to the Company, to the effect that such sale or transfer
is exempt from the registration requirements of the Securities Act.

       (d) By its acceptance of any Warrant or Warrant Share bearing the Private
Placement  Legend,  each  Holder or holder of a Warrant  Share,  as  applicable,
acknowledges  the  restrictions on transfer of such Warrant or Warrant Share, as
applicable,  set forth in this  Agreement and agrees that it shall transfer such
Warrant or Warrant Share, as applicable, only as provided in this Agreement.

                                       3.
                                 Exercise Terms

3.01.  Exercise Price

       Each Warrant  initially  shall entitle the Holder thereof to purchase one
share of Common Stock at an exercise  price equal to the closing  price,  on the
Business Day prior to the Effective  Date, of a share of Common Stock (a) on the
principal national  securities exchange on which shares of Common Stock are then
trading;  or (b) on Nasdaq,  if shares of Common  Stock are not then traded on a
national  securities  exchange;  or (c) as reported by an established  quotation
service for over-the-counter  securities  (including the OTC Bulletin Board), if
shares of Common Stock are not then traded on a national  securities exchange or
listed on Nasdaq (the "Exercise Price").  The Exercise Price shall be subject to
adjustment as provided in this Agreement.

3.02.  Exercise Period; Expiration

       Warrants  shall  be  exercisable  at any  time  during  the  period  (the
"Exercise  Period")  beginning  on the Issue Date thereof and ending on the date
which is 24 months after the Issue Date (the "Expiration  Date"). Not later than
90 days and not more than 120 days prior to the Expiration  Date for any Warrant
then  outstanding,  the Company shall give notice to the Holder thereof that the

                                       5
<PAGE>

       Warrant will terminate and become void as of the close of business on the
Expiration Date; provided,  however, that in the event the Company fails to give
such notice,  the Warrants  nonetheless  shall  terminate and become void on the
Expiration Date.

3.03.  Manner of Exercise

       (a) Warrants may be  exercised  upon (i)  surrender to the Company of the
related  Warrant  Certificate,  together  with the form of  election to purchase
Common Stock on the reverse  thereof duly  completed and executed by the Holder;
and (ii) payment to the Company,  in  accordance  with Section  3.03(b),  of the
Exercise  Price for each Warrant  Share  issuable  with respect to the exercised
Warrants.

       (b)  Payment  of the  Exercise  Price  shall  be  made  (i) in cash or by
certified or official  bank check payable to the order of the Company or by wire
transfer of immediately  available funds to an account designated by the Company
for such  purpose;  or without the payment of cash, by surrender of the Holder's
right to receive a number of shares of Common  Stock that would  issuable  as of
the Exercise  Date if payment of the  Exercise  Price were made in cash equal to
(A) the aggregate Exercise Price to be paid for the Warrant Shares to be issued,
divided by (B) the Fair Market  Value of a share of Common Stock on the Business
Day prior to the Exercise Date (such exercise, a "Cashless Exercise").

       (c) Subject to Section 3.02, the rights represented by the Warrants shall
be exercisable at the election of the Holders thereof either in full or in part.
In the  event  that,  at any  time  prior  to the  Expiration  Date,  a  Warrant
Certificate  is  surrendered   for  exercise  of  less  than  all  the  Warrants
represented  thereby,  a new  Warrant  Certificate  representing  the  remaining
Warrants  shall be  issued.  The  Company  duly  shall  sign and  deliver to the
exercising Holder the required new Warrant Certificate.

3.04.  Issuance of Warrant Shares

       (a) Subject to Section 2.05, upon the surrender of a Warrant  Certificate
and payment of the aggregate Exercise Price in accordance with Section 3.03, the
Company  shall  issue,  and shall  deliver to or upon the  written  order of the
Holder and in such name or names as the Holder may  designate,  a certificate or
certificates  for the number of whole  Warrant  Shares so purchased or the other
securities or property to which the Holder is entitled  pursuant to Section 4 of
this Agreement, together with cash as provided in Section 3.05 in respect of any
fractional Warrant Shares otherwise issuable upon such exercise.

       (b) If Warrant  Shares,  any cash to be delivered  in lieu of  fractional
Warrant  Shares,  or other  securities  or  property  to  which a Holder  may be
entitled are to be  delivered  at the Holder's  request to any Person other than
the  Holder,  it shall be a condition  to such  delivery  that:  (i) the Warrant
Certificates  surrendered  for exercise shall be endorsed  properly or otherwise
shall be in  proper  form for  transfer;  and (ii) the  Holder  shall pay to the
Company any  transfer or other taxes  required by reason of the  delivery of the
Warrant Shares,  cash and/or other securities or property to a Person other than
the Holder or shall  establish to the  satisfaction of the Company that any such
taxes have been paid or are not applicable.

       (c)  Certificates for Warrant Shares shall be deemed to have been issued,
and any Person so  designated to be named therein shall be deemed to have become
a holder of record of the Warrant Shares, as of the date of the surrender of the
Warrant  Certificate  and payment of the aggregate  Exercise Price in accordance
with Section 3.03;  provided,  however,  that if at such date the transfer books
for the Common Stock shall be closed,  certificates  for Warrant Shares shall be
issuable as of the date on which such books next shall be opened, and until such
date the Company shall be under no duty to deliver any  certificates for Warrant
Shares.  Each  certificate  representing  Warrant  Shares shall bear the Private
Placement Legend except as otherwise provided in Section 2.05(b).

                                       6
<PAGE>

3.05.  Fractional Warrant Shares

       The Company shall not be required to issue  fractional  Warrant Shares on
the exercise of Warrants. If more than one Warrant shall be exercised in full at
the same time by the same Holder,  the number of full Warrant Shares which shall
be issued upon such  exercise  shall be  computed on the basis of the  aggregate
number of Warrant Shares purchasable thereupon. If, except for the provisions of
this Section 3.05, any fraction of a Warrant Share would be exercisable upon the
exercise of any Warrant or specified  portion thereof,  the Company shall pay at
the time of  exercise  an amount  in cash  equal to such  fraction  of a Warrant
Share,  multiplied  by the Fair Market  Value of a share of Common  Stock on the
Business Day prior to the relevant Exercise Date,  computed to the nearest whole
cent.

3.06.  Reservation of Warrant Shares

       At all times from the Effective Date to the Expiration  Date, the Company
shall keep  reserved  out of its  authorized  shares of Common Stock a number of
shares of Common Stock sufficient to provide for the exercise of all outstanding
Warrants  issued  pursuant to this  Agreement.  The Company  covenants  that all
shares of Common  Stock which may be issued as Warrant  Shares upon the exercise
of  Warrants,  upon  issuance  thereof  in  accordance  with  the  terms of this
Agreement  and  payment of the  Exercise  Price  therefor,  shall be fully paid,
nonassessable,  free of preemptive  rights and free from all liens,  charges and
security interests with respect to the issue thereof.

                                       4.
                             Antidilution Provisions

4.01.  Changes in Common Stock

       In the event that,  at any time or from time to time after the  Effective
Date,  the  Company  shall pay a dividend or make a  distribution  on the Common
Stock payable in shares of Common Stock or other shares of the Company's capital
stock, (b) shall subdivide the outstanding  shares of Common Stock into a larger
number of shares of Common Stock or other equity securities of the Company,  (c)
shall combine the  outstanding  shares of Common Stock into a smaller  number of
shares of Common Stock or other equity  securities of the Company,  or (d) shall
increase  or  decrease  the  number of shares of  Common  Stock  outstanding  by
reclassification of the Common Stock; then:

            (i) the number of shares of Common Stock  issuable upon the exercise
of any  Warrant  shall be a number of  shares  equal to the  product  of (A) the
number of shares of Common Stock that the Holder of the Warrant  would have been
entitled to receive if the Warrant had been exercised  immediately  prior to the
event (or, in the case of a dividend  or  distribution  described  in clause (a)
above,  immediately  prior to the record  date  therefor)  and a  fraction,  the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock
outstanding  immediately  after the completion of the event  described above and
the  denominator  of which shall be the total  number of shares of Common  Stock
outstanding immediately prior to the happening of the event described above; and

            (ii) subject to Section  4.03,  the Exercise  Price shall be a price
per share equal to the Exercise Price in effect  immediately prior to the event,
divided by the fraction calculated in accordance with clause (i)(B) above.

       An adjustment  made pursuant to this Section 4.01 shall become  effective
immediately  after the effective  date of the event,  retroactive  to the record
date for the event in the case of a dividend or distribution in shares of Common
Stock or other shares of the Company's capital stock.

                                       7
<PAGE>

4.02.  Combination; Liquidation

       (a) Except as provided in Section 4.02(b), in the event of a Combination,
each Holder  shall have the right to receive,  upon  exercise of a Warrant,  the
kind and amount of shares of capital stock or other securities or property which
such  Holder  would have been  entitled  to receive  upon or as a result of such
Combination had the Warrant been exercised immediately prior to the Combination.
Unless Section  4.02(b)  applies to the  Combination,  the Company shall provide
that the  surviving  or  acquiring  Person in the  Combination  (the  "Successor
Company") will confirm the Holders'  rights pursuant to this Section 4.02(a) and
provide  for  adjustments,  which  shall  be as  nearly  equivalent  as  may  be
practicable to the adjustments provided for in this Section 4. The provisions of
this  Section  4.02(a)  shall apply to  successive  Combinations  involving  any
Successor Company.

       (b) In the event of (i) a  Combination  in which  consideration  is to be
paid to the holders of Common Stock in exchange for their shares  solely in cash
or (ii) the dissolution, liquidation or winding-up of the Company, Holders shall
be  entitled  to  receive,   upon  surrender  of  their  Warrant   Certificates,
distributions  on an equal  basis  with the  holders of Common  Stock,  or other
securities  issuable upon the exercise of the  Warrants,  as if the Warrants had
been exercised immediately prior to the event, less the aggregate Exercise Price
payable by each Holder.

       (c) In the  event  of a  Combination  pursuant  to which  Holders  become
entitled to  receive,  upon  exercise  of the  Warrants,  capital  stock,  other
securities,  property,  cash or other distributions pursuant to Sections 4.02(a)
or 4.02(b),  Holders  thereafter  shall not be entitled to receive  Common Stock
upon exercise of the Warrants.

4.03.  Minimum Adjustment

       The adjustments  required by this Section 4 shall be made whenever and as
often as any specified event requiring an adjustment shall occur, except that no
adjustment  of the  Exercise  Price or the  number of  shares  of  Common  Stock
issuable upon the exercise of Warrants that otherwise  would be required to made
unless and until such adjustment, either by itself or with other adjustments not
previously made,  increases or decreases by at least 1% of the Exercise Price or
the number of shares of Common Stock  issuable  upon the exercise of Warrants as
in effect  immediately  prior to the  making of such  adjustment  (the  "Minimum
Adjustment").  Any  adjustment  smaller  than the  Minimum  Adjustment  shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
an  adjustment at least as large as the Minimum  Adjustment.  For the purpose of
any adjustment,  except as specified in the final paragraph of Section 4.01, any
event  requiring an adjustment  shall be deemed to have occurred at the close of
business on the date of its  occurrence.  In  computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one-hundredth of a share.

4.04.  Notice of Adjustment

       Whenever the  Exercise  Price or the number of shares of Common Stock and
other securities or property, if any, issuable upon the exercise of a Warrant is
adjusted  pursuant to this Section 4, the Company shall deliver to each Holder a
certificate  describing in reasonable  detail the event requiring the adjustment
and the method by which the  adjustment  was  calculated  and setting  forth the
Exercise  Price and the  number of shares  of  Common  Stock  issuable  upon the
exercise of a Warrant after giving effect to such adjustment.

                                       8
<PAGE>

4.05.  Notice of Certain Transactions

       In the event that the Company  shall  propose to pay a dividend or make a
distribution  on the Common  Stock  payable  in shares of Common  Stock or other
shares of the Company's  capital stock, (b) to subdivide,  combine or reclassify
the outstanding  shares of Common Stock,  (c) effect any  reorganization  of the
Company  or  any  Combination,  (d)  to  effect  the  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company, or (e) to make any tender
offer or exchange offer with respect to the Common Stock, then the Company shall
give each Holder notice of such proposed action or offer,  specifying the record
date for the  action  or  offer  and the date of  participation  therein  by the
holders of Common Stock, if any such date is to be fixed, and briefly describing
the effect of such action on the Common Stock and on the Exercise  Price and the
number  and kind of any other  shares of stock and the other  property,  if any,
issuable  upon  exercise  of a Warrant  after  giving  effect to any  adjustment
pursuant to this  Section 4 that will be  required  as a result of such  action.
Notice in accordance  with the foregoing  shall be given as promptly as possible
and in any event (i) at least 10 days prior to the record  date for the  action,
in the case of an action described in clause (a); or (ii) at least 20 days prior
to the date of the taking of the action or the date of participation  therein by
the holders of Common  Stock,  whichever  is  earlier,  in the case of any other
action.

                                       5.
                               General Provisions

5.01.  Rights of Holders

       Holders of unexercised Warrants are not entitled (a) to receive dividends
or other distributions  payable on shares of Common Stock, (b) to receive notice
of or vote at any meeting of the Company's  stockholders,  (c) to consent to any
action of the stockholders, (d) to receive notice as stockholders of the Company
of any other proceedings of the Company,  (e) to exercise any preemptive rights,
or (f) to exercise any other rights whatsoever as stockholders of the Company.

5.02.  Amendment

       This  Agreement may be amended by the Company  without the consent of any
Holder for the  purpose  of curing any  ambiguity  or of curing,  correcting  or
supplementing any defective provision contained herein or adding or changing any
other  provisions  with  respect  to  matters or  questions  arising  under this
Agreement as the Company may deem necessary or desirable, including any addition
or  modification to provide for compliance  with the transfer  restrictions  set
forth herein;  provided,  however,  that no such  amendment or supplement by the
Company  shall  affect  adversely  the rights of any Holder.  Any  amendment  or
supplement to this  Agreement that has an adverse effect on the interests of the
Holders shall require the written consent of the Holders of the then-outstanding
Warrants.  The  consent  of each  Holder  affected  shall  be  required  for any
amendment  that would  increase  the  Exercise  Price or decrease  the number of
Warrant  Shares  issuable  upon the exercise of a Warrant other than pursuant to
adjustments  provided for in this Agreement,  or that would shorten the Exercise
Period.

5.03.  Notices

       All notices, requests,  consents and other communications hereunder shall
be in  writing  and shall be deemed to have been made (x) upon  actual  receipt,
when given by hand or confirmed  facsimile or electronic mail transmission,  (y)
one day after delivery to the carrier,  when given by overnight delivery service
or (z) two days after mailing, when given by first-class registered or certified
mail, postage prepaid,  return receipt  requested;  in any case to the following
address,  or to such other  address as a party,  by notice to the other  parties
given pursuant to this Section 5.03, may designate from time to time:

                                       9
<PAGE>

       (a) If to a  Holder,  to the  address  set  forth  in  Exhibit  A to this
Agreement; and

       (b) If to the Company, to:           With a copy to:

       Provectus Pharmaceuticals, Inc.      Baker, Donelson, Bearman &
       Attention: President                   Caldwell, P.C.
       7327 Oak Ridge Highway, Suite B      Attention: David L. Morehous, Esq.
       Knoxville, TN 37931                  Riverview Tower, Suite 2200
       Facsimile:  865.539.9654             900 South Gay Street
       Email:                               Knoxville, TN 37902
                                            Facsimile: 865.525.8569
                                            Email: dmorehous@bdbc.com

5.04.  Successors

       This  Agreement  shall be binding upon,  and inure to the benefit of, the
parties hereto and their respective successors and assigns.

5.05.  Enforceability of Agreement

       Should any one or more of the  provisions of this Agreement be determined
to be illegal or unenforceable, all other provisions, nevertheless, shall remain
effective and binding on the parties hereto.

5.06.  Governing Law; Venue of Actions

       (a) This Agreement shall be governed and construed in accordance with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

       (b) No suit or action shall be commenced by any party to this  Agreement,
or any Affiliate of any party, or by any successor,  personal  representative or
assignee of any of them, with respect to the transactions contemplated hereby or
this Agreement, other than in a state court of competent jurisdiction in and for
Knox County,  Tennessee,  or in the United States District Court for the Eastern
District of Tennessee, and not elsewhere.

5.07.  Execution in Counterparts

       This  Agreement  may be executed in any number of  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.


                        * signatures begin on next page *

                                       10
<PAGE>

                        Counterpart Signatures of Holders

       In witness whereof, the undersigned Holder has executed this Agreement as
of the Effective Date.

                                          Avid Amiri, an individual resident of
                                          the State of Utah            ("Amiri")

                                             Signed: /s/ Avid Amiri
                                                     ---------------------------


                                          Daniel Urmann, an individual resident
                                          of the State of Utah        ("Urmann")

                                             Signed: /s/ Daniel Urmann
                                                     ---------------------------



                                       11

<PAGE>


                            Signature of the Company

       In witness whereof,  the undersigned  Company has executed this Agreement
as of the Effective Date.

                                          Provectus Pharmaceuticals, Inc., a
                                          Nevada corporation

                                             By: /s/ Timothy C. Scott
                                                 -------------------------------
                                             Name: Timothy C. Scott
                                                   -----------------------------

                                             Title: President
                                                    ----------------------------


                                       12
<PAGE>
                                                                     Exhibit 4.2


The Warrants  represented by this Certificate entitle the Holder to purchase ___
shares of the  Company's  common  stock at a purchase  price of $0.50 per share,
subject  to  adjustment  under  certain  circumstances.  A copy  of the  Warrant
Agreement  pursuant to which the Warrants have been issued in available from the
Company  upon  request.  This Warrant  Certificate  is  transferable  only after
compliance with the provisions of the Warrant Agreement.

Neither the Warrants  represented by this  certificate  nor the shares  issuable
upon the exercise of these  Warrants have been  registered  under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered,  sold or
otherwise transferred,  pledged or hypothecated unless and until such shares are
registered  under the Securities Act or an opinion of counsel or other evidence,
in either case reasonably satisfactory to the Company, is obtained to the effect
that such registration is not required.

                      Warrants to Purchase Common Stock of
                         Provectus Pharmaceuticals, Inc.

No. 2002-__                                        Certificate for ____ Warrants


       This certifies that _________,  or his, her or its registered assigns, is
the  registered   Holder  of  the  number  of  warrants  set  forth  above  (the
"Warrants"). Each Warrant entitles the holder therof (the "Holder"), at his, her
or its option and subject to the provisions  contained herein and in the Warrant
Agreement referred to below, to purchase from Provectus Pharmaceuticals, Inc., a
Nevada  corporation (the "Company"),  ____ shares of the Company's common stock,
par value $.001 (the "Common  Stock"),  at an exercise  price of $0.50 per share
(the "Exercise Price"), or by Cashless Exercise as described below. This Warrant
Certificate,  and the Warrants evidenced hereby, shall terminate and become void
as of the close of  business  on the second  anniversary  of the  issuance  date
identified  on page 3  hereof  (the  "Expiration  Date"),  or upon  the  earlier
exercise of the Warrants as to all of the shares of Common Stock subject hereto.
The number of shares of Common Stock  issuable upon the exercise of the Warrants
and the  Exercise  Price per share shall be subject to  adjustment  from time to
time as set forth in the Warrant Agreement.

       This Warrant Certificate is issued pursuant to and in accordance with the
Warrant  Agreement  dated as of  December  5, 2002  between  the Company and the
Holder  hereof  (the  "Warrant  Agreement"),  and is  subject  to the  terms and
provisions set forth in the Agreement.  Reference  hereby is made to the Warrant
Agreement for a full statement of the respective rights,  limitations of rights,
duties and  obligations of the Company and the Holders.  Capitalized  terms used
but not defined in this Warrant  Certificate  shall have the  meanings  given to
those terms in the Warrant Agreement. Any registered Holder may obtain a copy of
the  Warrant  Agreement  upon  written  request  to  the  Company  at  Provectus
Pharmaceuticals,  Inc., 7327 Oak Ridge Highway,  Suite A,  Knoxville,  TN 37931;
Facsimile: 865.539.9654.

       Subject  to the  conditions  set  forth  in the  Warrant  Agreement,  the
Warrants may be  exercised,  in whole or in part,  (a) by  presentation  of this
Warrant  Certificate with the Election to Purchase attached hereto duly executed
and the simultaneous  delivery of the Exercise Price in cash to the Company,  or
(b) by Cashless Exercise. Payment of the Exercise Price in cash shall be made by
certified or official  bank check payable to the order of the Company or by wire
transfer of immediately  available funds to an account designated by the Company
for such purpose. Payment by Cashless Exercise shall be made by surrender of the

                                       1

<PAGE>

Holder's  right to receive a number of the shares of Common  Stock that would be
issued  if  payment  of the  Exercise  Price  were made in cash,  determined  by
dividing (i) the aggregate  Exercise  Price to be paid for the Warrant Shares to
be  issued  by (ii) the Fair  Market  Value  of a share of  Common  Stock on the
Business Day prior to the Exercise Date.

       The Warrants require the Holder to comply with certain  certification and
opinion delivery  requirements  under certain  circumstances to validly exercise
the Warrants.

       As provided in the Warrant Agreement, and on the terms and subject to the
conditions set forth therein,  the Warrants are exercisable at any time prior to
the Expiration  Date.  The shares  issuable upon the exercise of the Warrant are
entitled to the benefits of certain  registration rights granted pursuant to the
Investor Rights Agreement described in the Warrant Agreement.

       In the event the Company  enters into a  Combination,  the Holder  hereof
will be entitled to receive,  upon exercise of the  Warrants,  only the kind and
amount of shares of capital stock or other  securities or other  property of the
surviving  entity as the  Holder  would  have been  entitled  to  receive in the
Combination  had the Holder  exercised  the  Warrants  immediately  prior to the
Combination.  In the event of a Combination in which consideration is to be paid
to the holders of Common Stock in exchange for their shares solely in cash,  the
Holder hereof shall be entitled to receive only such cash  distributions  as the
Holder would have received if the Warrants had been exercised  immediately prior
to the Combination, less the aggregate Exercise Price.

       As  provided  in the  Warrant  Agreement,  the number of shares of Common
Stock  issuable  upon the exercise of the  Warrants  and the Exercise  Price are
subject to adjustment upon the happening of certain events.

       The  Company may require  payment of a sum  sufficient  to pay all taxes,
assessments and governmental charges in connection with the transfer or exchange
of this Warrant  Certificate  pursuant to Section 3.04 of the Warrant Agreement,
but not for any  exchange or original  issuance  not  involving a transfer  with
respect to the exercise of the Warrants or the issuance of the Warrant Shares.

       Upon any  partial  exercise  of the  Warrants,  there shall be signed and
issued  to the  holder  hereof  a new  Warrant  Certificate  representing  those
Warrants which were not exercised.  This Warrant Certificate may be exchanged at
the office of the  Company by mailing or  presenting  this  Warrant  Certificate
properly  endorsed and with a request to exchange this Warrant  Certificate  for
other Warrant Certificates evidencing an equal number of Warrants. No fractional
shares will be issued upon the exercise of the  Warrants,  but the Company shall
pay an amount in cash equal to the Fair Market  Value of a share of Common Stock
on the Business  Day prior to the  relevant  Exercise  Date,  multiplied  by the
fraction  of a Warrant  Share that would be  issuable  upon the  exercise of any
Warrant, computed to the nearest whole cent.

       The Holder in whose name this Warrant  Certificate  is registered  may be
deemed  and  treated  by  the  Company  as the  absolute  owner  of the  Warrant
Certificate for all purposes  whatsoever,  and the Company shall not be affected
by any notice to the contrary.

       The  Warrants do not entitle any holder  hereof to any of the rights of a
stockholder of the Company.

       The Warrants  shall be governed  and  construed  in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada.

                                       2
<PAGE>

       This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been signed by the Company.

       In witness whereof, the Company has caused this Warrant Certificate to be
executed on and as of the date set forth below.

                                          Provectus Pharmaceuticals, Inc., a
                                          Nevada corporation
                                                                 (the "Company")

                                          By:
                                               ---------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                 -------------------------------
Dated:                       , 20
       ----------------------    -----

                                       3

<PAGE>
                                                          Warrant No. 2002-
                                                                            ----

                   Form of Election to Purchase Warrant Shares

                 (to be executed only upon exercise of Warrants)

                         Provectus Pharmaceuticals, Inc.


       The undersigned  hereby (1) irrevocably elects to exercise Warrants at an
exercise  price  per  Warrant  (subject  to  adjustment)  of $0.50 per share and
thereby to acquire  shares of the common  stock,  par value $.001,  of Provectus
Pharmaceuticals,  Inc.,  a Nevada  corporation,  on the terms and subject to the
conditions  specified within the Warrant  Certificate and the Warrant  Agreement
therein  referred to; (2)  surrenders  this Warrant  Certificate  and all right,
title and interest therein to Provectus  Pharmaceuticals,  Inc.; and (3) directs
that the shares of Common Stock  deliverable  upon the exercise of such warrants
be  registered  or placed  in the name and at the  address  specified  below and
delivered thereto.

Dated:                       ,
       ----------------------  -------       -----------------------------------
                                             Signature of Owner

         The signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
               alteration or enlargement or any change whatsoever.

Securities and/or checks should be issued to:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------


Any unexercised Warrants represented by the Warrant Certificate should be issued
to:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------


                                       4

<PAGE>

                                                         Warrant No. 2002-
                                                                            ----

                             Form of Transfer Notice


       For value  received,  the  undersigned  registered  holder  hereby sells,
assigns and transfers unto:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------

the within Warrant and all rights thereunder,  hereby  irrevocably  constituting
and  appointing  ___________  as agent and  attorney-in-fact  to  transfer  such
Warrant  on the books of the  Company,  with full power of  substitution  in the
premises.

       In connection  with any transfer of this Warrant  occurring  prior to the
date which is the  earlier of the  effective  date of a  Registration  Statement
under the  Securities  Act or the end of the period  referred  to in Rule 144(k)
under the Securities Act, the undersigned  confirms that,  without utilizing any
general  solicitation  or  general  advertising,  that  this  Warrant  is  being
transferred  and documents are being  furnished which comply with the conditions
of transfer set forth in the Warrant Certificate and in the Warrant Agreement.

Dated:                       ,
       ----------------------  -------       -----------------------------------
                                             Signature of Owner

         The signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
               alteration or enlargement or any change whatsoever.




                                       5
<PAGE>


                                                                    Exhibit 99.1


Provectus Pharmaceuticals Acquires Pure-ific LLC,
Developer of Sanitizers to Prevent Spread of Germs

KNOXVILLE, Tenn., Dec. 12, 2002 -- Provectus Pharmaceuticals, Inc. (OTC:BB PVCT)
today announced that it has completed the acquisition of Pure-ific,  LLC, a Salt
Lake City-based  developer of personal  sanitizer products that help prevent the
spread of germs.

The  acquisition was  accomplished  via a tax-free  reorganization  in which the
founders of Pure-ific received shares of Provectus  Pharmaceuticals,  Inc. stock
and  warrants  based on future sales  performance  of  Pure-ific  products.  The
Pure-ific business was acquired by Pure-ific Corp., a wholly owned subsidiary of
Provectus. Pure-ific Corp. will develop, market, and sell over-the-counter (OTC)
pharmaceutical products for Provectus.

Pure-ific has developed and successfully test marketed a family of
anti-bacterial products that immediately kill up to 99.9% of germs found on skin
and also help control re-growth for six hours. Provectus is currently
manufacturing inventory and expects sales to begin in the near future.

"This acquisition completes the build-up of our initial asset base, as
envisioned when we started Provectus back in April of 2002," said Provectus CEO
Craig Dees, Ph.D.

Provectus Pharmaceuticals, Inc. develops pharmaceutical products in three
sectors of the health-care industry: 1) prescription medications and treatments,
2) medical devices, and 3) over-the-counter (OTC) pharmaceuticals. Prescription
drug products and devices will treat diseases of the skin and many types of
cancer. OTC products will address complementary markets, primarily those
involving skin care and comfort.

The company's corporate offices and laboratory are located at 7327 Oak Ridge
Highway, Suite A, Knoxville, Tenn. 37931; Telephone: 865/769-4012. For more
information, contact the company at info@provectuscorp.com or visit the
corporate Web site: www.provectuscorp.com.

Forward-Looking Statements
This press release contains forward-looking statements. All statements other
than statements of historical fact made in this press release are
forward-looking statements. Words such as "intends," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements include statements concerning plans,
objectives, future events or performance and assumptions and other statements
that are not statements of historical fact. Although Provectus Pharmaceuticals,
Inc. believes that the expectations reflected in forward-looking statements are
reasonable, it can give no assurance that such expectations will prove correct.
There are a number of important factors that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
us. The company cautions readers that the following important factors, among
others, could cause the company's actual results to differ materially from the
forward-looking statements contained in this report: (i) the ability of the
company to successfully develop prescription medications and treatments, medical

                                       2
<PAGE>

devices, or OTC pharmaceuticals; (ii) the ability of the company to operate its
business profitably; (iii) the ability of the company to obtain adequate
financing to finance its operations and execute its business plan; (iv) the
effect of changes in laws and regulations, including federal laws and
regulations regulating prescription and non-prescription medications,
pharmaceuticals and medical devices with which the company and its subsidiary
must comply, and the associated costs of compliance with such laws and
regulations either currently or in the future as applicable; (vi) the effect of
changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as by the Financial Accounting Standards Board, or
of changes in the company's organization, compensation and benefit plans; (vii)
shifts in population and demographics, competition, cost fluctuations,
technology advances and challenges; (viii) financial, operational and other
business problems associated with the rapid development of the company's
business; and (ix) general and industry-specific economic conditions. The
company cautions that the foregoing list of important factors is not exclusive.
Except as required by law, the company has no obligation to update or revise
forward-looking statements to reflect the occurrence of future events or
circumstances.

Contact:
     Provectus Pharmaceuticals Inc., Knoxville
     Craig Dees, Ph.D., 865/769-4011
        or
     Hilary Kaye Associates, Inc.
     Hilary Kaye or Eve Gumpel, 714/426-0444 (PST)
     egumpel@hkamarcom.com
[{"type": "8-K", "sequence": "1", "filename": "provectusform8k121902.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 283174}]
{"company-data": {"conformed-name": "PROVECTUS PHARMACEUTICALS INC", "cik": "0000315545", "assigned-sic": "3559", "irs-number": "900031917", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09410", "film-number": "02865819"}, "business-address": {"street1": "7327 OAK RIDGE HWY", "street2": "SUITE B", "city": "KNOXVILLE", "state": "TN", "zip": "37931", "phone": "865-769-4011"}, "mail-address": {"street1": "7327 OAK RIDGE HWY", "street2": "SUITE B", "city": "KNOXVILLE", "state": "TN", "zip": "37931"}, "former-company": [{"former-conformed-name": "SPM GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "ZAMAGE DIGITAL IMAGING INC", "date-changed": "20011126"}]}
United States Securities And Exchange Commission
                              Washington, DC 20549
--------------------------------------------------------------------------------

                                    FORM 8-K

                                 Current Report
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): December 5, 2002
                                                  ------------------------------

                         Provectus Pharmaceuticals, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Nevada                        0-9410                   90-0031917
--------------------------------------------------------------------------------
(State or Other Jurisdiction of      (Commission              (I.R.S. Employer
Incorporation or Organization)       File Number)         Identification Number)

7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee             37931
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code:         865/769-4011
                                                     ---------------------------

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.

       On  December  5,  2002,   Provectus   Pharmaceuticals,   Inc.,  a  Nevada
corporation  (the  "Company"),  announced  that it had  acquired  the  assets of
Pure-ific,  L.L.C., a Utah limited  liability  company  ("Pure-ific"),  from the
members of Pure-ific  (the "Owners") in a tax-free  reorganization  in which (i)
the Owners transferred the assets of Pure-ific to Pure-ific Corporation, a newly
created  Nevada  corporation  ("New  Pure-ific"),  in exchange  for stock of New
Pure-ific,  and then (ii) the Company acquired all of the stock of New Pure-ific
from the Owners (the "Acquisition").  The Acquisition was accomplished  pursuant
to an Asset Purchase Agreement dated as of December 5, 2002 among Pure-ific, New
Pure-ific and the Owners (the "Asset  Purchase  Agreement"),  a copy of which is
filed as Exhibit 2.1 hereto, and a Stock Purchase Agreement dated as of December
5, 2002 among the Company,  New  Pure-ific  and the Owners (the "Stock  Purchase
Agreement"),  a copy of which is filed as Exhibit 2.2  hereto.  By virtue of the
Acquisition, New Pure-ific became a wholly owned subsidiary of the Company.

       The assets acquired from Pure-ific consist principally of the "Pure-ific"
trademarks and product  formulations for personal sanitizing sprays. The Company
intends  to cause  New  Pure-ific  to use  these  assets  in  order to  continue
development,  marketing  and  over-the-counter  sales  of  a  line  of  personal
sanitizing sprays.

       As consideration for the acquisition of Pure-ific,  in the Acqusition the
Company issued an aggregate of 25,000 of its common shares,  $.001 par value per
share (the "Common  Shares") to the Owners.  In addition,  pursuant to the Stock
Purchase Agreement,  the Company will issue the Owners warrants for an aggregate
of 80,000  Common  Shares at an exercise  price of $0.50 per share,  the closing
price of the Common  Shares on  December 5, 2002 (the  "Warrants")  upon (i) the
achievement of certain targets for sales of personal sanitizing sprays using the
formulations  acquired  from  Pure-ific;  and (ii) the  first,  second and third
anniversaries  of the completion  date of the  Acquisition.  The Warrants,  when
issued,  will be  governed by a Warrant  Agreement  dated as of December 5, 2002
among  the  Company  and the  Owners,  a copy of which is filed as  Exhibit  4.1
hereto.

       Except for  consulting  agreements  entered into in  connection  with the
Acquisition  with  certain of the Owners,  there are no  material  relationships
between  the  Company  and  Pure-ific  or any of  their  respective  affiliates,
directors or officers.

Item 5. Other Events.

       1. The Company issued a press release dated December 12, 2002  announcing
the  acquisition  of Pure-ific.  A copy of that news release is filed as Exhibit
99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)    Financial Statements of Businesses Acquired.

       Pursuant to Rules  3-05(a)(2) and 11-01(d) of Regulation S-X, the Company
has  determined  that the assets  acquired in the Merger do not  constitute  the
acquisition  of a "business"  within the meaning of Rule  11-01(d) of Regulation
S-X. This determination is based on the following factors:

       1. The assets  owned by  Pure-ific  consisted  entirely  of  intellectual
property,  principally  trademarks and product  formulations.  Pure-ific did not
own,  and the t Company did not acquire  from  Pure-ific,  any assets that would
constitute indicia of a "business" as accounts  receivable,  customer lists, and
similar assets.

                                       1
2. At the time of the  Acquisition,  Pure-ific  had no customer  base, no
continuing  operations,  no  distribution  mechanisms and no sales force for the
sale of products embodying the acquired product formulations.

       3. Prior to the  Acquisition,  Pure-ific  had not  generated any revenues
from the assets acquired by the Company.  The assets acquired by the Company are
developmental in nature,  and will require the investment of additional  capital
in order to achieve commercialization.

       In view of the determination  described above, the Company has determined
that it has no obligation to file the financial statements otherwise required by
Item 7(a)(2) of Form 8-K.

(b)    Pro Forma Financial Information.

       In view of the  determination  described in Item 7(a) above,  the Company
has  determined  that it has no  obligation  to file  the  pro  forma  financial
information otherwise required by Item 7(b)(2) of Form 8-K.

(c)    Exhibits.

       Exhibits  required by Item 601 of Regulation S-B are incorporated  herein
by reference and are listed on the attached Exhibit Index,  which begins on page
X-1 of this Current Report on Form 8-K.

                                       2
Signatures

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

                                          Provectus Pharmaceuticals, Inc.

Dated:   December 19, 2002                By:/s/Daniel Hamilton
                                             -----------------------------------
                                             Daniel R. Hamilton
                                             Chief Financial Officer

                                       3
Exhibit Index

Exhibit No.                              Description

2.1*     Asset Purchase  Agreement  dated as of December 5, 2002 among Pure-ific
         Corporation, a Nevada corporation ("New Pure-ific"), Pure-ific, L.L.C.,
         a Utah  limited  liability  company  ("Pure-ific"),  and Avid Amiri and
         Daniel Urmann.

2.2*     Stock Purchase  Agreement  dated as of December 5, 2002 among Provectus
         Pharmaceuticals,  Inc.,  a  Nevada  corporation  (the  "Company"),  New
         Pure-ific, and Avid Amiri and Daniel Urmann.

4.1*     Warrant Agreement dated as of December 5, 2002 among the Company,  Avid
         Amiri and Daniel Urmann.

4.2      Form of Warrant issuable pursuant to the Warrant Agreement.

99.1     Press Release of the Company dated December 12, 2002.

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

*        The  Company  agrees by this  filing to  supplementally  furnish to the
         Commission,  upon request,  a copy of the exhibits and/or  schedules to
         this agreement.

                                      X-1
Exhibit 2.1

                            ASSET PURCHASE AGREEMENT

       This Asset Purchase Agreement (this "Agreement") is made and entered into
as  of  December  5,  2002  (the  "Effective   Date")  by  and  among  Pure-ific
Corporation,  a Nevada  corporation  (the "Buyer");  Pure-ific,  L.L.C.,  a Utah
limited liability company (the "Seller"); and Avid Amiri, an individual resident
of the State of Utah ("Amiri"), and Daniel Urmann, an individual resident of the
State of Utah ("Urmann").

                                    Recitals

       A. The Members own one hundred percent (100%) of the membership  interest
in the Seller.

       B. The Buyer  desires to purchase all of the  Seller's  assets and assume
substantially  all of its liabilities and the Seller desires to sell such assets
and assign such  liabilities  to the Buyer,  all on the terms and subject to the
conditions set forth herein.

       C. The Buyer has agreed to issue to the Seller, for ultimate distribution
to the Members, a number of shares of the Buyer's Common Shares, par value $.001
per share (the "Buyer  Shares"),  on the terms and subject to the conditions set
forth in this Agreement.

       D. It is intended that this transaction be a tax free  reorganization  as
set forth in ss.  368(a)(1)(C) of the Internal  Revenue Code of 1986, as amended
(the "Code").

                                    Agreement

       THEREFORE,  in  consideration  of  the  mutual  benefits  to  be  derived
therefrom and of the respective mutual covenants and agreements  hereinafter set
forth, the parties hereby agree as follows:

                                       1.
                         Definitions and Interpretation

1.01.  Certain Definitions

       For  the  purposes  of this  Agreement,  the  following  terms  have  the
following meanings:

       (a) "Accounts  Receivable"  means (i) all trade  accounts  receivable and
other rights to payment from customers of the Seller and the full benefit of all
security for such accounts or rights to payment,  including  all trade  accounts
receivable  representing  amounts  receivable  in  respect  of goods  shipped or
products  sold or services  rendered to customers of the Seller,  (ii) all other
accounts or notes  receivable of the Seller and the full benefit of all security
for such accounts or notes and (iii) any claim, remedy or other right related to
any of the foregoing.

       (b)  "Adverse  Consequences"  means  all  Proceedings,  claims,  demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  Liabilities,  obligations,  Taxes,
Encumbrances,  losses,  expenses and fees,  including court costs and attorneys'
fees and expenses.

       (c)  "Business"   means  the  development,   production,   marketing  and
distribution  of an  antibacterial  spray  hand  cleaner,  under the trade  name
"Pure-ific."

       (d) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business.

                                       1
(e)  "Confidential  Information"  means  any  and  all of  the  following
information  of the  Seller,  the  Buyer  or the  Members  that  has been or may
hereafter be disclosed in any form, whether in writing,  orally,  electronically
or  otherwise,  or  otherwise  made  available  by  observation,  inspection  or
otherwise  by either party (the Buyer on the one hand or the Seller and Members,
collectively,  on the  other  hand)  or  its  Representatives  (collectively,  a
"Disclosing Party") to the other party or its Representatives  (collectively,  a
"Receiving Party"):

           (i) all  information  that is a trade secret under  applicable  trade
secret or other law;

           (ii)  all  information  concerning  product   specifications,   data,
know-how, formulae,  compositions,  processes,  designs, sketches,  photographs,
graphs,  drawings,  samples,  inventions  and ideas,  past,  current and planned
research and  development,  current and planned  manufacturing  or  distribution
methods  and  processes,   customer  lists,  current  and  anticipated  customer
requirements,  price lists, market studies,  business plans,  computer hardware,
Software and computer software and database  technologies,  systems,  structures
and architectures;

           (iii) all  information  concerning  the  business  and affairs of the
Disclosing Party (which includes  historical and current  financial  statements,
financial  projections  and  budgets,  tax returns and  accountants'  materials,
historical,  current and projected  sales,  capital  spending budgets and plans,
business plans, strategic plans, marketing and advertising plans,  publications,
client and customer lists and files, contracts, the names and backgrounds of key
personnel and personnel training techniques and materials,  however documented),
and all information  obtained from review of the Disclosing Party's documents or
property or discussions  with the Disclosing Party regardless of the form of the
communication; and

           (iv) all notes, analyses, compilations,  studies, summaries and other
material  prepared by the Receiving Party to the extent  containing or based, in
whole or in part, upon any information included in the foregoing.

       (f) "Consent" means any approval, consent, ratification,  waiver or other
authorization.

       (g)  "Contemplated  Transactions"  means  the  sale and  purchase  of the
Assets,  the  assumption of the Assumed  Liabilities,  the issuance of the Buyer
Shares and the other  transactions  contemplated by this Agreement and the other
Transaction Documents.

       (h)  "Contracts"  means  any and  all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments or undertaking to which the Seller is a party or to which the Seller
or the property of the Seller is subject or bound.

       (i)  "Damages"  means  any and  all  damages,  liabilities,  obligations,
penalties, fines, judgments, claims,  deficiencies,  losses, costs, expenses and
assessments,  including all attorneys' fees and costs, and interest  accruing on
such damages.

       (j)  "Database"  means any database of  information  and any and all data
contained  therein,  whether maintained in  machine-readable  form or otherwise,
including the related Programming Code and Documentation.

       (k) "Disclosure  Schedule" means the Disclosure  Schedule attached hereto
and incorporated herein by reference.

                                       2
(l) "Documentation"  means, with respect to a Software Program,  Web Site
or  Database:  (i) the Source  Code (with  comments),  as well as any  pertinent
commentary or explanation  prepared to render such materials  understandable and
usable  by  a  trained  computer   programmer;   (ii)  any  programs  (including
compilers),  "workbenches,"  tools and higher level (or "proprietary")  language
necessary for the development,  maintenance and  implementation  of the Software
Program,  Web Site or Database;  and (iii) any and all prepared and  deliverable
materials relating to the Software Program, Web Site or Database,  including all
notes, flow charts, programmer's or user's manuals.

       (m) "Domain  Name" means the Internet  address or URL  (Uniform  Resource
Locator) for a particular Web Site.

       (n) "Encumbrance" means any lien (statutory or other),  lease,  mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

       (o)  "Environmental  Laws" means all Laws pertaining to the protection of
the environment or of occupational health and safety.

       (p) "ERISA" means the Employees Retirement Income Security Act of 1974.

       (q) "ERISA Affiliate" means any entity that, together with the Seller, is
treated as a single employer  within the meaning of Section 414(b),  (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

       (r) "GAAP" means the  generally  accepted  accounting  principles  of the
United States, consistently applied.

       (s) "Governmental Authority" means any:

           (i) nation, state, county, city, town, borough,  village, district or
other jurisdiction;

           (ii) federal, state, local, municipal, foreign or other government;

           (iii)  governmental  or  quasi-governmental  authority  of any nature
(including any agency, branch, department, board, commission, court, tribunal or
other entity exercising governmental or quasi-governmental powers);

           (iv) multinational organization or body;

           (v) body  exercising,  or entitled or  purporting  to  exercise,  any
administrative,  executive, judicial, legislative,  police, regulatory or taxing
authority or power; or

           (vi) official of any of the foregoing.

       (t) "Governmental  Authorizations"  means any and all Consents,  permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

       (u) "Hazardous  Materials"  means any mixture or material  containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

                                       3
(v) "Intellectual Property" means all:

           (i) trademarks,  service marks, trade dress,  logos, trade names, and
corporate  names,  together with  translations,  adaptations,  derivations,  and
combinations   thereof  and  including  goodwill   associated   therewith,   and
applications, registrations, and renewals in connection therewith;

           (ii) patents, patent applications,  and patent disclosures,  together
with reissuances, continuations,  continuations-in-part,  revisions, extensions,
and reexaminations  thereof,  and inventions (whether patentable or unpatentable
and whether or not reduced to practice) and improvements thereto;

           (iii)   copyrightable    works,    copyrights,    and   applications,
registrations, and renewals in connection therewith;

           (iv) mask works and  applications,  registrations,  and  renewals  in
connection therewith;

           (v) Software Programs and Databases;

           (vi)  homes or  locations  on the  World  Wide Web and all of the Web
pages  and  text,  audio,  video  and  other  dynamic  and/or  static  materials
associated  with such home or  location,  including  Hypertext  Markup  Language
(HTML),  Java,  JavaScript,  Flash,  Structured Query Language (SQL),  graphics,
"look and feel,"  related  Programming  Code and  Documentation,  and all Domain
Names related thereto (collectively, "Web Sites");

           (vii) trade secrets and Confidential Information;

           (viii) other proprietary rights of any kind or nature;

           (ix) moral rights with respect to any of the foregoing; and

           (x) copies and tangible  embodiments  of any of the  foregoing in any
form or medium.

       (w) "Inventories" means all inventories of the Seller,  wherever located,
including all finished goods,  work in process,  raw materials,  spare parts and
all other  materials  and  supplies  to be used or consumed by the Seller in the
production of finished goods.

       (x) "Law" means any local, county, state, federal,  foreign or other law,
statute,  regulation,  ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted,  promulgated,  entered
into, agreed or imposed by any Governmental Authority.

       (y)  "Liability"  means with  respect to any  Person,  any  liability  or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

       (z)  "Material  Adverse  Change" means a material  adverse  change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

       (aa) "Members"  means Amiri and Urmann in their  capacities as members of
the Seller.

                                       4
(bb) "Ordinary Course of Business" means the conduct and operation of the
Business  in the manner in which the  Seller  has  conducted  and  operated  the
Business  at any time  prior to the  Effective  Date,  following  its  usual and
ordinary  accounting  practices,  making ordinary  accruals,  incurring ordinary
liabilities and expenditures,  and making ordinary  commitments for merchandise,
insurance, rentals, and other ordinary business.

       (cc) "Parties" means the Buyer, the Seller and the Members.

       (dd) "Permitted Encumbrances" means (i) real estate taxes and assessments
(general  and  special)  not yet due and  payable;  (ii) zoning  ordinances  and
municipal  land use  regulations;  (iii)  utility  distribution  line  easements
serving  the Real  Property;  (iv) the rights of the public in and to any public
roads  abutting  the Real  Property;  (v) any  matters  relating  to the Assumed
Liabilities; and (vi) any easements, restrictions,  encumbrances,  imperfections
of title or other matters of record which would not unreasonably  interfere with
the use and occupancy of the Real Property by the Buyer following the Closing.

       (ee)  "Plan"  means any  "plan,"  within the  meaning of Section  3(3) of
ERISA,  of which the  Seller or any ERISA  Affiliate  of the  Seller is or was a
"plan sponsor," within the meaning of Section 3(16)(B) of ERISA; or to which the
Seller  or any  ERISA  Affiliate  of the  Seller  otherwise  contributes  or has
contributed;  or in which  the  Seller  or any  ERISA  Affiliate  of the  Seller
otherwise participates or has participated.

       (ff)  "Person"  means  any  corporation,   limited   liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

       (gg)  "Proceeding"  means  any  action,   arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

       (hh) "Programming  Code" means computer  programming code,  including (i)
the  machine-readable  form thereof (the "Object Code"); (ii) the human-readable
form thereof and related  system  documentation,  including all comments and any
procedural code (the "Subject Code"); and (iii) any modifications,  revisions or
additions to either the Object Code or Source Code,  including all new releases,
that improve functions, add new functions, improve performance,  correct errors,
support new releases of operating  systems with which computer  programming code
is designed to operate,  support new  input/output  (I/O) devices or provide any
other incidental corrections and updates

       (ii) "Real  Property"  means (i) all  parcels and tracts of land in which
the Seller has an ownership interest; (ii) all buildings,  structures,  fixtures
and improvements located thereon, including those under construction;  and (iii)
all privileges, rights, easements,  hereditaments and appurtenances belonging to
or for the benefit thereof,  including all easements  appurtenant to and for the
benefit of any parcel  for,  and as the  primary  means of access  between,  the
parcel  and a public  way,  or for any other use upon  which  lawful  use of the
parcel for the purposes for which it is presently  being used is dependent,  and
all  rights  existing  in  and  to  any  streets,  alleys,  passages  and  other
rights-of-way  included  thereon or adjacent  thereto  (before or after vacation
thereof) and vaults beneath any such streets.

           (a) "Record" means information that is inscribed on a tangible medium
or that is  stored  in an  electronic  or other  medium  and is  retrievable  in
perceivable form.

       (jj) "SEC" means the United States Securities and Exchange Commission.

       (kk) "Securities Act" means the Securities Act of 1933.

                                       5
(ll) "Software  Program" means any computer software  program,  including
the related Programming Code and Documentation.

       (mm) "Tangible Personal Property" means all machinery,  equipment, tools,
furniture, office equipment,  computer hardware, supplies,  materials,  vehicles
and other items of tangible  personal property (other than Inventories) of every
kind owned or leased by the Seller (wherever  located and whether or not carried
on the Seller's  books),  together  with any express or implied  warranty by the
manufacturers  or sellers or lessors of any item or  component  part thereof and
all maintenance records and other documents relating thereto.

       (nn) "Tax" means any  federal,  state,  local or foreign  tax  (including
excise taxes, value added taxes, occupancy taxes, employment taxes, unemployment
taxes, ad valorem taxes, custom duties, transfer taxes, and fees), levy, impost,
fee,  imposition,  assessment or other governmental charge of any nature imposed
upon a Person,  including all taxes and governmental charges imposed upon any of
the personal properties, real properties, tangible or intangible assets, income,
receipts, payrolls,  transactions,  stock transfers, capital stock, net worth or
franchises of a Person  (including  all sales,  use,  withholding or other taxes
which a Person is required to collect  and/or pay over to any  government),  and
all related additions to tax, penalties or interest thereon.

       (oo) "Tax Returns" means all returns,  reports,  information returns, and
other  documents  (including  all related and supporting  information)  filed or
required to be filed with any  Governmental  Authority  in  connection  with the
determination, assessment, collection, or administration of any Taxes.

       (pp) "Third Party" means a Person that is not a party to this Agreement.

       (qq)  "Transaction  Documents"  means this Agreement,  the Assignment and
Assumption Agreement and the Intellectual  Property  Assignments,  together with
such other agreements, certificates,  contracts, documents or instruments as may
be necessary or desirable to consummate the Contemplated Transactions.

1.02.  Other Definitions

       Terms  defined in other  provisions of this  Agreement  have the meanings
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

                                       6
(d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

       (e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial Code as enacted in the State of Nevada and not  specifically  defined
herein are used herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this
Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                           Sale and Purchase of Assets

2.01.  Sale and Purchase of Assets

       On the terms and  subject to the  conditions  of this  Agreement,  on the
Closing Date, the Seller shall sell, convey, assign, transfer and deliver to the
Buyer,  and the  Buyer  shall  purchase,  acquire  and  accept  delivery  of the
following  assets and properties  owned by the Seller or in which the Seller has
an  interest as of the Closing  Date and used by the Seller  exclusively  in the
operation of the Business (collectively, the "Assets"):

       (a) All of the Seller's right, title and interest in all the Contracts;

       (b)  All  of  the  Seller's  right,  title  and  interest  in  and to any
Intellectual Property;

       (c) All Governmental Authorizations and all pending applications therefor
or renewals thereof, in each case to the extent transferable to the Buyer;

                                       7
(d) All of the Seller's utility,  security and other deposits and prepaid
expenses;

       (e)  All  of the  Seller's  instruments,  prepaid  assets  and  deposits,
receivables,  letters of credit proceeds,  unbilled costs and fees, tax refunds,
and accounts;

       (f)  The  Business  as a  going  concern  and  its  franchises,  permits,
insurance policies,  licenses,  telephone numbers, customer lists, vendor lists,
referral  lists and  contracts,  advertisers'  materials  and data,  restrictive
covenants,  chooses in action, and similar  obligations owing to the Seller from
present  and  former  shareholders,  members,  officers,  employees,  agents and
others,  together with all books, computer software,  files, papers, Records and
other data of the Seller  relating to the assets,  properties,  and operation of
the Business;

       (g) All  data  and  Records  related  to the  operations  of the  Seller,
including client and customer lists and Records,  referral sources, research and
development  reports and Records,  production  reports and Records,  service and
warranty Records,  equipment logs,  operating guides and manuals,  financial and
accounting  Records,  creative  materials,  advertising  materials,  promotional
materials,  studies,  reports,  correspondence  and other similar  documents and
Records and, subject to applicable Laws, copies of all personnel Records;

       (h) All rights under or pursuant to all warranties,  representations  and
guarantees  made  by  suppliers,   manufacturers  and  contractors  directly  in
connection with the operation of or affecting the Assets;

       (i) All insurance benefits,  including rights and proceeds,  arising from
or relating to the Assets or the Assumed  Liabilities prior to the Closing Date,
unless expended in accordance with this Agreement;

       (j) All  claims of the  Seller  against  third  parties  relating  to the
Assets,   whether   choate  or  inchoate,   known  or  unknown,   contingent  or
noncontingent; and

       (k) All other  properties and rights of every kind or nature owned by the
Seller and used exclusively in the operation of the Business.

2.02.  Excluded Assets

       Notwithstanding anything to the contrary in this Agreement, the following
assets of the Seller,  as well as any other  assets not defined as Assets or not
used  exclusively  in the Business,  shall be retained by the Seller and are not
being sold or  assigned  to the Buyer  hereunder  (collectively,  the  "Excluded
Assets"):

       (b) all cash, cash equivalents and short-term investments;

       (c) all minute books, stock Records and corporate seals;

       (d) all insurance  policies and rights  thereunder,  except to the extent
specified in Sections 2.01(i) and 2.01(j);

       (e) all  personnel  Records and other Records that the Seller is required
by law to retain in its possession;

       (f) all  claims  for  refund of Taxes and other  governmental  charges of
whatever nature;

                                       8
(g) all rights in connection with and assets of any Plans;

       (h) all  rights  of the  Seller  under  this  Agreement  and  the  other
Transaction Documents; and

       (i) The property and assets  expressly  designated in Section 2.02 of the
Disclosure Schedule.

2.03.  Assumption of Liabilities

       At the  Closing,  the Buyer  shall  assume and shall agree to satisfy and
discharge,  as  they  become  due,  all  liabilities,   obligations,   debts  or
commitments of the Seller, whether absolute or contingent, accrued or unaccrued,
asserted or unasserted, or otherwise (the "Assumed Liabilities"), including:

       (a) any trade account payable incurred in the Ordinary Course of Business
(other  than a trade  account  payable to any Member or a Related  Person of the
Seller or any Member) that  remains  unpaid at and is not  delinquent  as of the
Closing Date;

       (b) any Liability to the Seller's customers incurred by the Seller in the
Ordinary  Course of Business  for  nondelinquent  orders  outstanding  as of the
Closing Date reflected on the Seller's  books (other than any Liability  arising
out of or relating to a Breach that occurred prior to the Closing Date);

       (c) any  Liability  to the  Seller's  customers  under  written  warranty
agreements  given by the  Seller  to its  customers  in the  Ordinary  Course of
Business  prior to the Closing Date (other than any Liability  arising out of or
relating to a Breach that occurred prior to the Closing Date);

       (d) any  Liability  arising  after the Closing  Date under the  Contracts
included in the Assets (other than any Liability arising out of or relating to a
Breach that occurred prior to the Closing Date);

       (e) any Liability of the Seller  arising after the Closing Date under any
Contract  included  in the Assets that is entered  into by the Seller  after the
date hereof in accordance with the provisions of this Agreement  (other than any
Liability  arising out of or relating  to a Breach  that  occurred  prior to the
Closing Date); and

       (f)  any  Liability  of the  Seller  described  in  Section  2.03  of the
Disclosure Schedule.

2.04.  No Other Liabilities Assumed

       (a) The Seller  acknowledges  and agrees  that  pursuant to the terms and
provisions of this Agreement and under any Contract,  the Buyer shall not assume
any Liability of the Seller other than the Assumed  Liabilities.  In furtherance
and  not in  limitation  of the  foregoing,  neither  the  Buyer  nor any of its
Affiliates shall assume, and shall not be deemed to have assumed,  any Liability
of the Seller other than the Assumed  Liabilities (the "Excluded  Liabilities"),
including:

           (i) any  Liability  arising  out of or  relating  to  products of the
Seller to the extent  manufactured or sold prior to the Closing Date, other than
to the extent assumed under Sections 2.03(b), 2.03(c), 2.03(d) or 2.03(f);

           (ii) any Liability  under any Contract  assumed by the Buyer pursuant
to Section  2.03 that arises  after the  Closing  Date but that arises out of or
relates to any Breach that occurred prior to the Closing Date;

           (iii) any Liability  for Taxes,  including (A) any Taxes arising as a
result of the Seller's  operation of the Business or its ownership of the Assets
prior to the Closing Date, (B) any Taxes that will arise as a result of the sale
of the Assets  pursuant  to this  Agreement  and (C) any  deferred  Taxes of any
nature;
                                       9
(iv) any Liability  under any Contract not assumed by the Buyer under
Section 2.03, including any Liability arising out of or relating to the Seller's
credit facilities or any security interest related thereto;

           (v) any  Liabilities  under any  Environmental  Law arising out of or
relating to the operation of the Business or the Seller's leasing,  ownership or
operation of any real property;

           (vi) any  Liability in connection  with any employee  benefit plan or
program or relating to payroll,  vacation,  sick leave,  workers'  compensation,
unemployment benefits, pension benefits, employee stock option or profit-sharing
plans,  health care plans or benefits or any other employee plans or benefits of
any kind for the Seller's employees or former employees or both;

           (vii) any Liability  under any  employment,  severance,  retention or
termination  agreement  with any  employee  of the Seller or any of its  Related
Persons;

           (viii) any  Liability  arising  out of or  relating  to any  employee
grievance whether or not the affected employees are hired by the Buyer;

           (ix) any  Liability of the Seller to any Member or Related  Person of
the Seller or any Member;

           (x) any Liability to indemnify,  reimburse or advance  amounts to any
officer, director, employee or agent of the Seller;

           (xi) any Liability to  distribute  to any of the Seller's  members or
otherwise apply all or any part of the consideration received hereunder;

           (xii) any Liability  arising out of any Proceeding  pending as of the
Closing Date;

           (xiii) any Liability  arising out of any Proceeding  commenced  after
the Closing  Date and arising  out of or  relating  to any  occurrence  or event
happening prior to the Closing Date;

           (xiv) any  Liability  arising out of or  resulting  from the Seller's
compliance or noncompliance with any Law;

           (xv) any  Liability of the Seller  under this  Agreement or any other
document executed in connection with the Contemplated Transactions; and

           (xvi) any  Liability of the Seller  based upon the  Seller's  acts or
omissions occurring after the Closing Date.

       (b)  Disclosure  of any  Liability in the  Disclosure  Schedule or in any
other  Transaction  Document  shall not  create an  Assumed  Liability  or other
liability of the Buyer, except where such disclosed Liability expressly has been
assumed by the Buyer as an Assumed  Liability in accordance  with the provisions
of Section 2.03 of this Agreement.

2.05.  No Liens

       The Seller shall transfer good and marketable  title to the Assets to the
Buyer free and clear of all Encumbrances except Permitted Encumbrances.

                                       10
3.
                      Purchase Price and Method of Payment

3.01.  Payment

       As payment in full for the Assets purchased by the Buyer, the Buyer shall
issue  to the  Seller,  on the  terms  and  subject  to the  conditions  of this
Agreement, One Thousand (1,000) authorized but unissued Buyer Shares, subject to
adjustment as provided in Section 3.02.

3.02.  Adjustment

       If the  outstanding  the Buyer Shares are increased,  decreased,  changed
into or exchanged for a different  number of kind of shares or securities of the
Buyer  through a stock  split,  stock  dividend,  reverse  stock  split or other
similar transaction, the number of the Buyer Shares issuable pursuant to Section
3.01 shall be adjusted to reflect such transaction.  No adjustment shall be made
in connection  with the issuance of the Buyer Shares (or securities  convertible
into or  exercisable  for the Buyer  Shares)  as a result of a public or private
offering, merger or other acquisition, or the exercise of options or warrants.

3.03.  Liquidation of the Seller; Distribution to Members

       (a)  Subject  to the  requirements  of the Laws of the State of Utah,  as
promptly as possible  after the Closing  Date and in any event within six months
from the Closing  Date,  the Seller  shall  distribute  all the Buyer  Shares it
receives as a result of the  consummation  of  Contemplated  Transactions to the
Members in completing winding up and liquidation of the Seller. Such liquidation
shall be made as specified in the Seller's  Articles of  Organization,  with due
regard to any  preferences  to particular  classes of Members set forth therein,
and as required by the Utah  Limited  Liability  Company Act.  Fractional  Buyer
Shares will not be issued in connection with such distribution.  The Seller will
pay cash to the Members in lieu of fractional shares.

       (b)  Promptly  upon the  Closing,  the  Seller  shall  file  Articles  of
Dissolution  with the Utah  Secretary  of State,  which shall  provide  that the
Seller will be  dissolved  upon the  effective  date of such  filing,  but shall
continue its  corporate  existence for such time as is necessary to complete the
winding-up and liquidation of the Seller.  During such time, the Seller will not
engage in any business  activity  except as appropriate to wind up and liquidate
the Business and affairs.

       (c) In addition to the transfer of the Assets of the Seller to the Buyer,
all of the terms and  conditions set forth in this Agreement are for the purpose
of  carrying  out a tax  free  reorganization  within  the  meaning  of  Section
361(a)(1)(C) of the Code.
                                       4.
                                     Closing

4.01.  Time and Place of Closing

       The closing of the Contemplated  Transactions  (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 4.02 and 4.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

                                     11
4.02.  Conditions Precedent to Obligations of the Seller and the Members

       The  obligations  of the Seller and the Members to effect the Closing and
to  consummate  the  Contemplated  Transactions  are  subject  to,  and shall be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

       (a) The  representations and warranties made by the Buyer in Section 6 of
this  Agreement  shall be  correct  in all  material  respects  on and as of the
Closing  Date  with the  same  force  and  effect  (except  as  affected  by the
transactions  contemplated herein or otherwise approved in writing by the Seller
and changes  occurring  after the Effective  Date in the ordinary  course of the
Buyer's business) as though such  representations had been made on and as of the
Closing Date.  The covenants of the Buyer  contained  herein shall not have been
breached in any material respect as of the Closing Date.

       (b) All of the terms,  covenants and  conditions of this  Agreement to be
complied  with and  performed  by the Buyer on or before the Closing  Date shall
have been complied with and performed.

       (c) From the Effective Date to the Closing Date, there shall have been no
Material Adverse Change in the Buyer.

       (d) No  Consent  of any  Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding  shall be  threatened  or be pending  against the Buyer or the Seller
which,  in the  opinion  of  counsel  for  the  Seller,  presents  a  reasonable
probability that the Contemplated  Transactions  would be enjoined or prevented,
except as otherwise agreed to in writing by the Seller.

       (e) The Buyer shall have  delivered or caused to be  delivered  (or shall
have  tendered or caused to be tendered,  subject only to Closing) to the Seller
the documents and instruments required by Section 4.05.

4.03.  Conditions Precedent to Obligations of the Buyer

       The  obligations of the Buyer to effect the Closing and to consummate the
Contemplated  Transactions  shall be subject to, and be  conditioned  upon,  the
satisfaction  of each of the  following  conditions  on or prior to the  Closing
Date:

       (a) The representations and warranties made by the Seller and the Members
in Section 5 of this Agreement hereof shall be correct in all material  respects
on and as of the Closing Date with the same force and effect (except as affected
by the transactions  contemplated herein or otherwise approved in writing by the
Seller and changes  occurring after the Effective Date in the Ordinary Course of
Business) as though such representations had been on and as of the Closing Date;
and none of the covenants of the Seller contained in Section 7 hereof shall have
been breached in any material respect as of the Closing Date.

       (b) All of the terms and conditions of this Agreement to be complied with
and  performed  by the Seller or the Members on or before the Closing Date shall
have been complied with and performed.

       (c) Since the Financial Statement Date, there shall have been no Material
Adverse Change in the condition of the Seller, financial or otherwise, from that
set forth in the Financial Statements.

                                       12
(d) All Consents of any Person or  Governmental  Authorizations  from any
Governmental  Authority which are required for the transfer of any Assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

       (e) No Proceeding  shall be threatened or be pending against the Buyer or
the Seller which, in the opinion of counsel for the Buyer, presents a reasonable
probability  that the  Contemplated  Transactions  or the  right of the Buyer to
continue the  operations  of the  properties,  Assets and Business of the Seller
would be enjoined or prevented,  except as otherwise agreed to in writing by the
Buyer.

       (f) No  properties  or Assets  of the  Seller  shall  have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Assets, the Business or the Seller.

       (g) The Buyer shall have received written evidence in form and substance
satisfactory to it of the termination of any and all Encumbrances  that encumber
any of the Assets or other properties of the Seller,  except as otherwise agreed
to in writing by the Buyer.

       (h) All  Consents  to the  assignment  of the  Contracts  shall have been
obtained.

       (i) At the Closing Date,  there shall exist,  to the best of the Members'
knowledge after due investigation, no violations of any Law materially affecting
the Assets, properties or Business of the Seller.

       (j) The  Seller and the  Members  shall  have  delivered  or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Buyer the documents and instruments required by Section 4.04.

4.04.  Seller's and Members' Performance at Closing

       At or prior to the Closing,  the Seller  and/or the Members shall deliver
to the Buyer:

       (a) An Agreement  of  Assignment  and  Assumption,  in the form  attached
hereto as Exhibit A (the  "Assignment and Assumption  Agreement"),  assigning to
the Buyer all of the  Acquired  Assets  that are  intangible  personal  property
(other than Intellectual Property described in Intellectual Property Assignments
executed  pursuant to Section 4.04(b)),  and containing the Buyer's  undertaking
and assumption of the Assumed Liabilities, duly executed by the Seller;

       (b) Assignments of all Intellectual Property, and separate assignments of
all registered Trademarks, Patents and Copyrights in the form attached hereto as
Exhibit B (each, an "Intellectual Property Assignment"), executed by the Seller;

       (c) Such other deeds, bills of sale, assignments,  certificates of title,
documents and other  instruments of transfer and conveyance as may reasonably be
requested by the Buyer, each in form and substance satisfactory to the Buyer and
its legal counsel and executed by the Seller;

       (d) a certificate  duly executed by an appropriate  officer of the Seller
to the effect that (i) all  representations and warranties made by the Seller in
this  Agreement are true and correct as of the Closing Date and (ii) none of the
covenants  made by the Seller in this  Agreement  have been  breached  as of the
Closing Date;

       (e) a certificate duly executed by each Member to the effect that (i) all
representations  and  warranties  made by the Members in this Agreement are true
and correct as of the Closing Date,  and (ii) none of the covenants  made by the
Members in this Agreement have been breached as of the Closing Date;

                                       13
(f)  evidence  satisfactory  to the Buyer of the receipt of all  Consents
required  to be  received  from any  Person and all  Governmental  Authorization
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Seller of the Contracts;

       (g) written  evidence to the effect that the  Seller's  Members  approved
this Agreement and the Contemplated Transactions in accordance with Utah law;

       (h)  possession  of the  Assets  and  all  originals  and  copies  of all
agreements,  instruments,  documents, deeds, books, records, files, tax returns,
and other data and information within the possession of the Seller pertaining to
the Seller; and

       (i)  satisfactory  evidence that the Buyer's  designees shall be the only
authorized  signatories  with respect to each of the Seller's  bank accounts and
credit facilities.

4.05.  Buyer's Performance at Closing

       At or prior to Closing,  the Buyer shall deliver or cause to be delivered
to the Seller or its shareholders as appropriate the following:

       (a) certificates representing the number of the Buyer Shares to be issued
pursuant to Section 3.01 hereof;

       (b) a certificate  executed by an officer of the Buyer to the effect that
(i)  all of the  representations  and  warranties  made  by the  Buyer  in  this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Buyer have been breached as of the Closing Date; and

       (c) written  evidence to the effect that the Buyer's  Board of  Directors
approved this Agreement and the Contemplated Transactions.

4.06.  Termination in Absence of Closing

       (a) If by the close of business on December 31, 2002, the Closing has not
occurred,  then either the Buyer or the Seller  thereafter  may  terminate  this
Agreement  by  written  notice  to such  effect to the  other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.

       (b)  Notwithstanding  approval  of the  transaction  by the  stockholders
and/or the Board of Directors of the Buyer,  this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Buyer if:

            (i) any  representation  or warranty  made herein for the benefit of
the  Buyer or any  certificate,  schedule  or  document  furnished  to the Buyer
pursuant to this Agreement is untrue then or at the time of Closing;

                                       14
(ii)  The  Seller  shall  have  defaulted  in  any  respect  in  the
performance of any obligation under this Agreement; or

            (iii) any Material Adverse Change in the Seller has occurred.

                                       5.
          Representations and Warranties of the Seller and the Members

       As a material  inducement to the Buyer to enter into this Agreement,  the
Seller and the Members jointly and severally  represent and warrant to the Buyer
as follows:

5.01.  Organization and Standing

       The  Seller  is a  limited  liability  company  duly  organized,  validly
existing and in good  standing  under the laws of the State of Utah and has full
limited liability company power and authority to own, manage, lease and hold the
Assets and to conduct the  Business as presently  conducted.  The Seller is duly
qualified to do business as a foreign limited  liability  company and is in good
standing in every  jurisdiction in which the failure to so qualify would cause a
Material  Adverse  Change.  Section 5.01 of the Disclosure  Schedule  contains a
complete and accurate list of all jurisdictions in which the Seller is qualified
to do business as a foreign limited liability company.

5.02.  Capitalization

       The  membership  interest  in  the  Seller  consists  of 100  issued  and
outstanding units of Membership Interest, all of which are owned directly by the
Members.  Except as provided in this Agreement,  (a) no  subscription,  warrant,
option,  convertible  security  or other  right  (contingent  or  otherwise)  to
purchase or acquire any membership interest in or capital stock of the Seller is
authorized  or  outstanding,  (b) the Seller has no  obligation  (contingent  or
otherwise) to issue any subscription,  warrant, option,  convertible security or
other such right or to issue or  distribute  to the  Members  any  evidences  of
indebtedness  or assets of the  Seller,  and (c) the  Seller  has no  obligation
(contingent  or  otherwise)  to  purchase,   redeem  or  otherwise  acquire  any
membership  interest  or capital  stock or any  interest in either or to pay any
dividend or make any other  distribution in respect of either. All of the issued
and outstanding  membership interest in the Seller has been offered,  issued and
sold by the Seller in compliance  with applicable  Federal and state  securities
laws.

5.03.  Subsidiaries, Etc.

       The Seller has no subsidiaries  and does not own or control,  directly or
indirectly, any shares of capital stock of any other corporation or any interest
in any partnership, joint venture or other non-corporate business enterprise.

5.04.  Authority for Agreement; No Conflicts

       (a) This Agreement constitutes the legal, valid and binding obligation of
the Seller and each Member,  enforceable against each of them in accordance with
its terms.  Upon the execution and delivery by the Seller and the Members of the
Transaction  Documents to which any of them are a party, each of the Transaction
Documents will constitute the legal,  valid and binding obligation of the Seller
and each of the Members, enforceable against each of them in accordance with its
terms. The Seller has the absolute and unrestricted  right,  power and authority
to execute and deliver this Agreement and the Transaction  Documents to which it
is a  party  and to  perform  its  obligations  under  this  Agreement  and  the
Transaction Documents, and such action has been duly authorized by all necessary
action by the Seller's members.  Each Member has all necessary legal capacity to
enter into this Agreement and the Transaction  Documents to which he or she is a
party and to perform his or her obligations hereunder and thereunder.

                                       15
(b)  The  execution  of  and  compliance   with  the  provisions  of  the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Seller and each Member will not  violate any  provision  of law and will not
conflict  with or  result  in any  breach  of any of the  terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Articles of Organization  or Operating  Agreement of the Seller;
(ii) any  Contract,  except  as set  forth  in  Section  5.04 of the  Disclosure
Schedule; (iii) any contract,  lease, agreement or other instrument to which any
Member is a party or by which they or any of their properties is bound;  (iv) or
any decree,  judgment,  order,  statute,  rule or  regulation  applicable to the
Seller or any Member.

5.05.  Governmental Authorizations

       (a) Except as set forth in Section 5.05 of the  Disclosure  Schedule,  no
Governmental  Authorization of or from any Governmental Authority is required on
the part of the Seller or any Member in connection with the execution,  delivery
and performance of the Transaction Documents and the Contemplated Transactions.

       (b)  The  Seller  has  all  Governmental   Authorizations   necessary  to
construct,  own, operate, use and/or maintain the Assets and the Business in all
locations   where  the  Seller   conducts  the   Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which could materially adversely affect the ability of the Buyer to own, operate
or use the Assets or conduct the Business after the Closing Date as the Business
has been operated by the Seller prior to the Effective Date.

5.06.  Litigation

       Except as set forth in Section 5.06 of the Disclosure Schedule,  there is
no  Proceeding  pending or  threatened  against  the Seller or any Member  which
questions  the  validity  of this  Agreement  or the right of the  Seller or any
Member to enter into it, or which might  cause,  either  individually  or in the
aggregate, a Material Adverse Change in the Assets, the Business or the Seller.

5.07.  Financial Statements

       Since January 1, 2000,  the Seller has not engaged in any business of any
kind, including the Business.

5.08. Absence of Material Changes

       From January 1, 2000 to the Effective Date, the Seller has not:

       (a) issued any  membership  interests or other  securities or granted any
option  or other  right to any  Person  for the  acquisition  of any  membership
interest in the Seller;

       (b)  incurred  any  Liabilities  except  Liabilities  entered into in the
Ordinary Course of Business;

       (c) discharged or satisfied any  Encumbrance or paid any Liability  other
than Liabilities referred to in Section 5.08(b);

                                       16
(d)  declared  or made any  payment  or  distribution  to the  Members or
purchased or redeemed any portion of the membership interest in the Seller;

       (e) mortgaged, pledged, or subjected to any Encumbrance any of the Assets
other than Encumbrances  created by Law for taxes not yet due or which are being
contested in good faith by appropriate proceedings;

       (f) sold or transferred any of the tangible Assets or cancelled any debts
or claims, except in each case in the Ordinary Course of Business;

       (g) sold, assigned, or transferred any Intellectual Property;

       (h) suffered any material  operating or extraordinary  loss or waived any
right of substantial value;

       (i) made any loan to,  borrowed  money from, or entered into any contract
or  understanding  with, any employee,  officer,  director,  manager,  member or
shareholder of the Seller;

       (j) made any payment or contracted  for payment for any bonus,  gratuity,
or other compensation to employees other than wages and salaries in effect as of
the Financial  Statement Date,  except wage and salary  adjustments  made in the
Ordinary  Course of Business for  employees who are not officers or directors of
the Seller;

       (k) had any union or labor difficulties or work stoppage;

       (l) entered into any  transaction  other than in the  Ordinary  Course of
Business;

       (m) entered into any leases of real or personal property;

       (n)  received  any notice of  termination  of any  Contract  which in the
aggregate would have a material adverse effect on the Seller; or

       (o)  entered  into any  Contracts  for which the Seller will incur a loss
from the provision of services.

5.09.  Liabilities

       The Seller shall  provide a list of all  Liabilities  of the Seller as of
the Closing  Date which shall be certified as true and correct by the Seller and
shall be incorporated into Section 5.09 of the Disclosure  Schedule.  The Seller
does not owe any amount to, or have any contract  with, or commitment to, any of
its members,  directors,  officers,  employees or consultants,  and none of such
persons owe any amounts to the Seller.

5.10.  Taxes

       The provision  made by the Seller for Taxes is sufficient in all material
respects  for payment of all accrued and unpaid  Taxes for the period then ended
and all prior periods.  The Seller has filed or has obtained presently effective
extensions with respect to all Tax Returns which are required to be filed by it,
such filed  returns are true and  correct and all Taxes shown  thereon to be due
have been timely paid with  exceptions  not material to the Seller.  Federal Tax
Returns of the Seller have not been audited by the Internal Revenue Service, and
no controversy with respect to Taxes of any type is pending or threatened.

                                       17
5.11.  Inventories

       As of the Effective  Date,  the Seller holds no  Inventories  of any kind
whatsoever.

5.12.  Real Property

       As of the  Effective  Date,  the  Seller  neither  owns nor has any other
interest in any Real Property of any kind whatsoever.

5.13.  Tangible Personal Property

       As of the  Effective  Date,  the  Seller  neither  owns nor has any other
interest in any Tangible Personal Property of any kind whatsoever.

5.14.  Intellectual Property

       (a) Section  5.14(a) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(i)  of this  Agreement  which is  included in the
Assets (the  "Marks").  All Marks have been  registered  with the United  States
Patent and Trademark  Office,  are currently in compliance  with all formal Laws
(including  the  timely  post-registration  filing  of  affidavits  of  use  and
incontestability  and renewal  applications),  are valid and enforceable and are
not subject to any  maintenance  fees or taxes or actions  falling due within 90
days  after  the  Closing  Date.  No Mark  has  been or is now  involved  in any
opposition,  invalidation  or  cancellation  Proceeding  and no such  action  is
threatened with respect to any of the Marks. There is no potentially interfering
trademark or trademark  application of any other Person. No Mark is infringed or
has been  challenged  or  threatened  in any way.  None of the Marks used by the
Seller infringes or is alleged to infringe any trade name,  trademark or service
mark of any other Person. All products and materials  containing a Mark bear the
proper federal registration notice where permitted by law.

       (b) Section  5.14(b) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(ii)  of this  Agreement  that is  included in the
Assets (the  "Patents").  All of the issued  Patents are currently in compliance
with formal legal  requirements  (including  payment of filing,  examination and
maintenance fees and proofs of working or use), are valid and  enforceable,  and
are not subject to any  maintenance  fees or taxes or actions falling due within
90 days after the  Closing  Date.  No Patent has been or is now  involved in any
interference,  reissue,  reexamination,  or opposition  Proceeding.  There is no
potentially  interfering patent or patent application of any Third Party. Except
as set forth in Section  5.14(b) of the  Disclosure  Schedule,  (i) no Patent is
infringed or has been  challenged  or threatened in any way and (ii) none of the
products  manufactured  or sold, nor any process or know-how used, by the Seller
infringes or is alleged to infringe any patent or other proprietary right of any
other Person. All products made, used or sold under the Patents have been marked
with the proper patent notice.

       (c) Section  5.14(c) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(iii)  of this  Agreement  that is included in the
Assets (the  "Copyrights").  All of the  registered  Copyrights are currently in
compliance with formal Laws, are valid and  enforceable,  and are not subject to
any  maintenance  fees or taxes or actions  falling due within 90 days after the
Closing Date. No Copyright is infringed or has been  challenged or threatened in
any way.  None of the subject  matter of any of the  Copyrights  infringes or is
alleged to infringe any  copyright  of any Third Party or is a  derivative  work
based upon the work of any other Person. All works encompassed by the Copyrights
have been marked with the proper copyright notice.

                                       18
(d) Section  5.14(d) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(v)(iv)  of this  Agreement  that is  included in the
Assets (the "Mask  Works").  All of the Mask Works are  currently in  compliance
with  formal  Laws,  are  valid  and  enforceable,  and are not  subject  to any
maintenance  fees or taxes or  actions  falling  due  within  90 days  after the
Closing Date. No Mask Work is infringed or has been  challenged or threatened in
any way. No Mask Work infringes or is alleged to infringe any right of any Third
Party or is based upon the work of any other Person. All products encompassed by
or made, used or sold using Mask Works have been marked with the proper notices.

       (e) Section  5.14(e) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description of (i) each Software  Program included in
the Assets (the  "Acquired  Software")  and (ii) each  Database  included in the
Assets (the "Acquired Databases").

       (f) Section  5.14(f) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description  of all Web Sites  included in the Assets
(the  "Business  Web Sites").  With respect to the Domain Names  relating to the
Business Web Sites:

            (i) All Domain Names have been  registered in the name of the Seller
and are in compliance with all formal Laws.

            (ii) No  Domain  Name has been or is now  involved  in any  dispute,
opposition,  invalidation  or  cancellation  Proceeding,  and no such  action is
threatened with respect to any Domain Name.

            (iii)  There is no  domain  name  application  pending  of any other
person which would or would  potentially  interfere  with or infringe any Domain
Name included therein.

            (iv) No Domain Name is infringed or has been challenged,  interfered
with or threatened in any way.

            (v) No Domain  Name  infringes,  interferes  with or is  alleged  to
interfere with or infringe the trademark,  copyright or domain name of any other
Person.

       (g) Section 5.14(g) of the Disclosure Schedule sets forth a complete list
of all  Software  Programs  developed  by one or more Third  Parties and used by
Seller in connection  with the Business (the "Third Party  Software  Programs").
Pursuant to one or more  Licenses (as defined  below),  the Seller has the right
and license to use each Third Party Software  Program in the manner in which the
Seller  currently  is  using  such  Third  Party  Software  Program   (including
incorporation  into Business Web Sites,  Acquired Software or Acquired Databases
where  applicable),  and all use of each  Third  Party  Software  Program by the
Seller has been in full compliance with the applicable License or Licenses.  Any
and all  Consents  to the  assignment  of any  License  which may be required to
consummate the  Contemplated  Transactions  shall be obtained prior to or on the
Closing Date.

       (h) The Marks, the Patents, the Copyrights,  the Mask Works, the Acquired
Software,  the Acquired Databases and the Business Web Sites (collectively,  the
"Intellectual Property Assets") are all those necessary for the operation of the
Business  as it is has been  conducted  by the  Seller at any time  prior to the
Effective Date. The Seller is the owner (or the licensee under a License) of all
right,  title and interest in and to each of the  Intellectual  Property Assets,
free  and  clear  of all  Encumbrances,  and  has  the  right  to use all of the
Intellectual  Property  Assets without  payment to a Third Party,  other than in
respect of Licenses. Immediately subsequent to the Closing, the rights in and to
the Intellectual Property Assets will be owned by the Buyer on terms and subject
to conditions  identical to those  prevailing for the Seller as of the Effective
Date.

                                       19
(i) Section  5.14(i) of the  Disclosure  Schedule sets forth the form and
placement of the proprietary  legends and copyright  notices  displayed in or on
the  Intellectual  Property  Assets.  In no instance has the  eligibility of the
Intellectual  Property Assets for protection  under  applicable Laws relating to
Intellectual  Property  been  forfeited to the public  domain by omission of any
required notice or any other action.

       (j) Section 5.14(j) of the Disclosure  Schedule identifies each document,
instrument  or other  notification  made  available to users of the Business Web
Sites  governing the terms and  conditions on which such users have accessed the
Business Web Site, including the Seller's privacy policies, terms and conditions
of use and terms and  conditions  of sale  (the "Web Site  Documents"),  and the
periods during which each Web Site Document was in force. The Seller  previously
has made available to the Buyer a copy of each Web Site Document.

       (k) The Seller has enforced the trade secret protection program set forth
in Section 5.14(k) of the Disclosure  Schedule as it relates to the Intellectual
Property,  and there has been no  violation  of such  program  by any  person or
entity. The Documentation  relating to the Web Sites, the Software Programs, the
Databases and the Third Party Software  Programs  incorporated  into any of them
(except for end user manuals and other items generally  delivered to end users),
(i) has at all  times  been  maintained  in  strict  confidence,  (ii)  has been
disclosed by the Seller only to  employees  having a "need to know" the contents
thereof in  connection  with the  performance  of their duties to the Seller and
(iii) has not been disclosed to any Third Party.

       (l)  All  personnel,   including  employees,   agents,  consultants,  and
contractors,  who have  contributed  to or  participated  in the  conception and
development  of  Business  Web Sites,  the  Acquired  Software  or the  Acquired
Databases  have  executed  nondisclosure  agreements  substantially  in the form
included in Section 5.14(l) of the Disclosure Schedule, and either (i) have been
party to a written  agreement with the Seller that has accorded the Seller full,
effective, exclusive and original ownership of all Intellectual Property or (ii)
have executed  appropriate  instruments  of assignment in favor of the Seller as
assignee  that  have  conveyed  to the  Seller  full,  effective  and  exclusive
ownership  of all  Intellectual  Property.  Section  5.14(l)  of the  Disclosure
Schedule  sets  forth a  complete  list of each  such  nondisclosure  agreement,
written  agreement as to ownership of  Intellectual  Property or  instrument  of
assignment.

       (m) The  Acquired  Software and the  Acquired  Databases  will perform in
accordance  with the  warranties  set  forth in the  Seller's  licenses  to,  or
agreements with, the end users.

       (n) The use of the  Business  Web Sites,  the  Acquired  Software and the
Acquired  Databases and the license,  sale or lease of the Acquired  Software or
the Acquired  Databases,  or of any part thereof, or of any copy, or of any part
thereof, do not and will not infringe on,  misappropriate,  or contribute to the
infringement of, any copyright,  trade secret, patents or any other exclusionary
right, of any Third Party in either the United States or any foreign country. No
Person has asserted  against the Seller a claim that the use,  license,  sale or
lease  of any of  Business  Web  Sites,  the  Acquired  Software,  the  Acquired
Databases  or the Third  Party  Software  Programs,  or any part of any of them,
infringes,  misappropriates  or  contributes to the  infringement  of any patent
claim,  copyright  or trade secret right of any Third Party in either the United
States or any foreign country,  and to the Seller's  knowledge there is no basis
for any such claim.

       (o) Except with respect to demonstration  or trial copies,  no portion of
any Business Web Site,  Acquired  Software or Acquired Database contains or will
contain  any "back  door,"  "time  bomb,"  "Trojan  horse,"  "worm,"  "drop dead
device," "virus" or other software routines or hardware  components  designed to
(i) permit  unauthorized  access, (ii) disable or erase software,  hardware,  or
data or (iii) perform any other such similar actions.

                                       20
(p) Section 5.14(p) of the Disclosure Schedule sets forth a complete list
of all licenses,  sublicenses,  agreements,  and permissions,  as amended to the
Effective Date, as to any Intellectual Property,  including Third Party Software
Programs,   licensed   or   sublicensed   to  the  Seller  by  any  Third  Party
(collectively,  the "Licenses"),  and the Seller has made available to the Buyer
correct and complete copies of all such Licenses. With respect to each License:

            (i) The License is legal,  valid,  binding,  enforceable and in full
force and effect, and will continue to be legal,  valid,  binding,  enforceable,
and in full force and effect  immediately after the Closing on terms and subject
to conditions  identical to those  prevailing for the Seller as of the Effective
Date;

            (ii) no party to the  License is in breach or  default  and no event
has  occurred  which with notice or lapse or time would  constitute  a breach or
default under the License or permit termination,  modification,  or acceleration
of the License;

            (iii) no underlying item of the Intellectual Property covered by the
License is subject to any  outstanding  judgment,  order,  decree,  stipulation,
injunction, or charge;

            (iv) no Proceeding is pending or is threatened  which challenges the
legality, validity, or enforceability of any underlying item of the Intellectual
Property covered by the License; and

            (v) The Seller has not granted any  sublicense or similar right with
respect to any License.

5.15.  Insurance

       As of the  Effective  Date,  the Seller  neither owns nor  maintains  any
insurance policies of any kind whatsoever.

5.16.  Contracts and Commitments

       (a) Section 5.16 of the Disclosure  Schedule  contains a complete list of
the  Contracts,  true and correct copies of each of which have been delivered or
made available to the Buyer. All of the Contracts are valid, binding and in full
force and effect and are  enforceable in accordance with their terms against all
other  parties  to such  Contracts.  The Seller has  performed  all  obligations
required  to be  performed  by it to date and is not in default in any  material
respect under any Contract to which it is a party.  None of the  Contracts  were
arrived  at  or  otherwise  reflect  less  than  arms'  length  negotiations  or
bargaining.

       (b) Except as set forth in Section 5.16 of the Disclosure  Schedule,  the
Seller is not a party to any written or oral commitments of the following types:

            (i)  contracts  for  employment  or  compensation  of any officer or
individual  employee,  not  terminable  without  further  liability  on 90 days'
notice;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of materials,
supplies, or equipment, at a cost of $10,000 or more, or to be delivered on more
than 90 days' notice;

            (iv) continuing contracts for the future provision of services;

                                       21
(v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments, which cannot be terminated without further liability to
the Seller upon no more than 90 days' notice;

            (vi) pension, profit sharing,  deferred compensation,  retirement or
stock  option  or stock  purchase  plans in effect  with  respect  to  officers,
employees or others;

            (vii) leases under which it is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the  acquisition of a business,  or  substantially
all of the  property,  assets or stock of a business  under  which there are any
continuing or unperformed obligations on the part of the Seller; or

            (xi) any other contract,  agreement or commitment  involving $10,000
or more which is not terminable  without further liability to the Seller upon no
more than 90 days' notice.

5.17.  Banking Information

       As of the  Effective  Date,  the Seller does not own or maintain any bank
accounts or credit facilities of any kind whatsoever.

5.18.  Accounts Receivable

       As of the Effective  Date,  the Seller has no Accounts  Receivable of any
kind whatsoever.

5.19.  Compliance with Laws

       Except as set  forth in  Section  5.19 of the  Disclosure  Schedule,  the
Seller  is and has  been in  compliance  in all  respects  with any and all Laws
applicable  to the  Seller.  The Seller  has not  received  or entered  into any
citation,  complaints,  consent  order  compliance  schedules  or other  similar
enforcement  order or received  written notice from any  governmental  authority
that would indicate that the Seller is not currently in compliance with all such
Laws.

5.20.  Environmental Compliance

       (a) Except as set forth in Section 5.20 of the Disclosure  Schedule,  the
Seller:

            (i) Has never  violated,  and is presently in compliance  with,  all
Environmental Laws applicable to the Business and the Assets;

            (ii) Has not generated, manufactured, refined, transported, treated,
stored, handled,  disposed of, transferred,  produced or processed any Hazardous
Materials or any solid  waste,  and has no knowledge of the release or threat of
release  of any  Hazardous  Materials  from  its  products  or  from  any of its
currently or formerly owned, operated or managed properties or facilities;

            (iii) Has not:  entered into or been subject to any consent  decree,
compliance order, or  administrative  order with respect to any environmental or
health and safety  matter  relating to the  Business or any of its  currently or
formerly  owned,  operated or managed  properties  or  facilities,  (B) received
notice under the citizen suit provision of any  Environmental  Law in connection
with the Business or any of its currently or formerly owned, operated or managed
properties  or  facilities,  (C) received any written  request for  information,
demand letter,  administrative inquiry, or formal or informal complaint or claim
with respect to any  environmental  or health and safety matter  relating to the
Business  or any  of  its  properties  or  facilities  or  been  subject  to any
governmental or citizen  enforcement action with respect to any environmental or
health and safety  matter  relating to the Business or any of its  properties or
facilities,  and has no knowledge that any matters  described in clauses (A)-(D)
above  will be  forthcoming;  in any such case as would  have or  reasonably  be
expected to have a material adverse change on the Seller or its operations.

                                       22
(b) No lien has been imposed on any of the  properties  or  facilities of
the Seller by any governmental  agency at the federal,  state,  local or foreign
level in connection with the presence of any Hazardous Materials.

5.21.  Employees

       As of  the  Effective  Date,  the  Seller  has  no  officers,  directors,
employees,  managers or  contractors  other than the Members.  Since  January 1,
2000,  the  Seller  has  not  incurred  any  obligation  to pay  any  amount  of
compensation,  including salary or bonus, to any Member,  other than obligations
discharged prior to the Effective Date.

5.22.  ERISA

       Neither  the  Seller  nor  any  ERISA  Affiliate  has  ever   maintained,
sponsored,  contributed  to or incurred any liability  under any Plan subject to
Section  412 of the Code or Title IV of ERISA.  Neither the Seller nor any ERISA
Affiliate  has ever  incurred any  obligation  to contribute to or any liability
under any  "multi-employer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA or ever participated in any "multiple employer plan" within the meaning of
Section  413(c) of the Code.  The written  terms of each Plan are, and the Plans
have been administered, in compliance with the requirements of ERISA, and, where
applicable, Section 401 of the Code. There are not now, nor have there been, any
transactions involving any Plan which are prohibited under ERISA or the Code. As
of the Effective Date, there are no pending or threatened claims by or on behalf
of any Plan or by any  employee  of the Seller  alleging a breach or breaches of
fiduciary  duties or violations of other  applicable  state or federal law which
could  result in  liability on the part of the Seller or any Plan under ERISA or
any other law, nor is there any basis for such a claim.  All  returns,  reports,
disclosure  statements and premium payments  required to be made under ERISA and
the Code with respect to any Plan have been timely filed or delivered. Each Plan
that is intended to be qualified under Section 401(a) of the Code has received a
determination  letter from the Internal  Revenue Service covering all amendments
required to be adopted to date, and there are no circumstances  which exist that
are reasonably likely to adversely affect the tax-qualified  status of such Plan
or result in the revocation of such letter.  The Seller and each ERISA Affiliate
have made all contributions and payments required to be made to each of its Plan
within the time prescribed by law or, if earlier, the terms of the Plan.

5.23.  Inspection of Records

       To the best of the Members'  ability,  the Seller has made, or will make,
available for inspection to the Buyer full and complete  information  concerning
the Seller's customers,  suppliers,  vendors, referral sources,  consultants and
all aspects of the Business,  including complete copies of any customer, vendor,
consulting, management and supplier contracts.

5.24.  Brokers' Commissions

       The Seller has not entered into any agreement or  understanding  with any
person,  firm or entity to become  indirectly a party to any agreement,  for the
payment or any  commission,  finders or brokerage  fee in  connection  with this
Agreement and the transaction  contemplated  hereof. The Seller hereby agrees to
indemnify and hold the Buyer harmless for any breach of the representations made
in this Section 5.24.

                                       23
5.25.  Accuracy of Information

       All information  provided to the Buyer by the Seller or the Members as an
inducement to the Buyer to enter into this  Agreement or in compliance  with the
provisions  of this  Agreement  are accurate and complete and do not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the  statements  made in the light of the  circumstances  under
which they were made, not misleading.

5.26.  Acquisition of the Buyer Shares

       (a) The Seller is  acquiring,  and upon  dissolution  of the Seller  each
Member  will  acquire,  the Buyer  Shares for his,  her or its own  account  for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  any
distribution  thereof, nor with any present intention of distributing or selling
the same; and, except as contemplated by Section 3.03 of this Agreement, neither
the  Seller  nor  any  Member  has  any  present  or   contemplated   agreement,
undertaking,  arrangement,  obligation, indebtedness or commitment providing for
the disposition thereof.

       (b) The Seller and Members have  carefully  reviewed the  representations
concerning the Seller  contained in this Agreement,  have made detailed  inquiry
concerning the Buyer, the Business and its personnel; the officers of the Seller
have  made  available  to the  Seller  and  the  Members  any  and  all  written
information which they have requested and have answered to the Seller's and each
Member's  satisfaction  all inquiries made by the Seller or any Member;  and the
Seller and the Members have sufficient  knowledge and experience in investing in
companies similar to the Buyer so as to be able to evaluate the risks and merits
of its  investment  in the  Buyer  and are able  financially  to bear the  risks
thereof.

                                       6.
                   Representations and Warranties of the Buyer

       As a material inducement to the Seller and the Members to enter into this
Agreement,  the Buyer  represents  and  warrants  to the Seller  and  Members as
follows:

6.01.  Organization

       The Buyer is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the State of Nevada and has full corporate power
to conduct the Business as now  conducted  and as to be conducted  following the
Closing. The Buyer is duly qualified to do business as a foreign corporation and
is in good standing in every  jurisdiction  where such qualification is required
or will be required  by virtue of the  Buyer's  purchase  and  operation  of the
Assets.

6.02.  Capitalization

       The Buyer is  authorized  to issue  5,000,000  shares of  capital  stock,
consisting of 4,000,000 Buyer Shares, none of which are issued or outstanding as
of the Effective Date; and 1,000,000  shares of Preferred Stock, par value $.001
per share, none of which are issued or outstanding as of the Effective Date. The
Buyer  Shares to be issued  pursuant  to Section  3.01 of this  Agreement,  upon
issuance on the terms and subject to the conditions of this  Agreement,  will be
duly  authorized,  validly issued,  fully paid and  nonassessable  shares of the
Buyer's Common Stock, par value $.001 per share.

6.03.  Authority for Agreements

       The  execution  and  delivery of and  performance  under the  Transaction
Documents and the  consummation  of the  Contemplated  Transactions by the Buyer
have been duly  authorized by all necessary  corporate  action.  The Transaction
Documents  have been duly  executed and  delivered  by the Buyer and  constitute
valid and binding  obligations of the Buyer enforceable in accordance with their
respective  terms.  The execution of and  compliance  with the provisions of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Buyer will not violate any  provision of law and will not  conflict  with or
result in any  breach  of any of the  terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws  of the  Buyer  or any  material  indenture,  lease,  agreement  or other
instrument to which the Buyer is a party or by which it or any of its properties
is bound, or any decree, judgment, order, statute, rule or regulation applicable
to the Buyer.

6.04.  Governmental Consents

       No Governmental  Authorization of or from any  Governmental  Authority is
required on the part of the Buyer in connection with the execution, delivery and
performance  of the  Transaction  Documents and the  Contemplated  Transactions,
including the offer,  issuance,  sale and delivery of the Buyer  Shares,  except
such  filings as shall have been made prior to and shall be  effective on and as
of the Closing  (other than filings  required to be made after the Closing under
applicable  federal and state  securities  laws,  which  filings will be made in
accordance with such laws). Based in relevant part on the  representations  made
by the Seller and the Members in Section 5 of this Agreement, the offer and sale
of the Buyer  Shares to the Seller and the Members  will be in  compliance  with
applicable Federal and state securities laws.

6.05.  Litigation

       There is no Proceeding pending, or, to the Buyer's knowledge,  any threat
thereof,  against the Buyer,  which  questions the validity of this Agreement or
the  right  of the  Buyer  to  enter  into it,  or  which  might  cause,  either
individually or in the aggregate, a Material Adverse Change in the Buyer.

6.06.  Financial Statements

       The Buyer has no assets and no Liabilities,  and since its  incorporation
the Buyer has not engaged in business of any kind.

6.07.  Absence of Liabilities

       To the knowledge of the Buyer,  at the  Effective  Date the Buyer did not
have any Liabilities of any type; and since the Effective Date the Buyer has not
incurred or otherwise  become subject to any Liabilities  except in the Ordinary
Course of Business or as contemplated by this Agreement.

6.08.  Compliance with Laws

       The Buyer is and has been in material compliance in all respects with any
and all  applicable  Laws.  The  Buyer  has not  received  or  entered  into any
citations,  complaints,  consent orders,  compliance schedules, or other similar
enforcement  orders or received written notice from any  Governmental  Authority
that would indicate that the Buyer is not currently in material  compliance with
all applicable Laws.

                                       25
6.09.  Broker's Commissions

       The Buyer has not entered into any  agreement or  understanding  with any
person,  firm or entity,  or become  indirectly a party to any agreement for the
payment  of a  commission  finder's  or  broker's  fee in  connection  with this
Agreement or the Contemplated  Transactions.  The Buyer shall indemnify and hold
the Seller and the Members harmless for any breach of the  representations  made
in this Section 6.09.

6.10.  Accuracy of Information

       All information  provided to the Seller or the Members by the Buyer as an
inducement  to the Seller and the  Members  to enter into this  Agreement  or in
compliance with the provisions of this Agreement are accurate and do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the information,  in light of the circumstances under
which they were given, not misleading.

                                       7.
                          Obligations Prior to Closing

7.01.  Operation of Business

       The Seller  agrees,  that,  from the  Effective  Date through the Closing
Date, the Seller shall conduct the Business and its affairs only in the Ordinary
Course of Business.

7.02.  Access to Books and Records

       From and after the  Effective  Date,  the Seller  shall (a) afford to the
officers, employees and representatives of the Buyer full and free access to its
Assets, personnel,  properties, records and books of account at times and places
reasonably  acceptable  to both the Buyer and the  Seller,  (b)  furnish to such
officers,  employees and  representatives  such other  information  as the Buyer
reasonably may request, and (c) authorize its accountants and auditors to permit
the  Buyer's  independent  public  accountants  and  representatives  to examine
records and working papers pertaining to the Seller's financial statements.  The
Buyer agrees to treat all such material as confidential and not make use of such
materials  except for the purposes  expressed in this Agreement  unless such use
comes to the public domain through no act or omission of the Buyer.

7.03.  Negative Covenants

       The Seller  covenants  that from the  Effective  Date through the Closing
Date,  without  the prior  written  consent of the Buyer,  the Seller  will not,
except in the Ordinary Course of Business:

       (a) enter  into any  written or oral  Contract  of the  following  types,
without the express written consent of the Buyer:

            (i) contracts  for the  employment  or  compensation  of any Member,
manager, officer, director, or individual employee;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of  inventory
materials, supplies, or equipment at a cost of $10,000 or more;

            (iv) continuing contracts for future services;

                                       26
(v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments;

            (vi) pensions,  profit sharing,  deferred  compensation  retirement,
stock option,  stock purchase plans,  health group  insurance,  or similar plans
with respect to officers, directors, employees, or others;

            (vii) leases under which the Seller is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the acquisition of a business or substantially all
of the property, assets or stock of a business; or

            (xi) any other contract,  agreement, or commitment involving $10,000
or more.

       (b)  declare  or pay  any  dividend,  or  make  any  distribution  of its
properties  or  Assets  to the  Members,  or allow  the  issuance  of any of its
securities,  except in  connection  with the exercise or  conversion of existing
rights;

       (c) discharge or satisfy any lien or encumbrance or pay any obligation or
liability except for operating expenses in the Ordinary Course of Business;

       (d) make  any  change  in its  Articles  of  Organization  or  Operating
Agreement;

       (e) issue any  membership  interests,  capital  stock or other  corporate
securities or grant  options,  warrants or rights of any kind to purchase any of
its  capital  stock  or  membership  interests,  except  as  described  in  this
Agreement;

       (f)  subject  any  of  the  Assets,   tangible  or  intangible,   to  any
Encumbrance;

       (g) make any payment,  or contract for payment of any bonus,  gratuity or
other compensation,  or increase the rate or form of compensation payable to any
agent or employee,  except salary adjustments in the Ordinary Course of Business
for employees who are not Members, managers, officers, directors or stockholders
of the Seller;

       (h) dispose of any of the Assets;

       (i) incur any indebtedness, except for operating expenses in the Ordinary
Course of Business,  not allow any Material Adverse Change to be made, nor allow
any  tax or  other  liability  to be  extended  by  waiver  of the  statutes  of
limitation or otherwise;

       (j) make any loan to,  borrow any money from,  or enter into any contract
or understanding with, any Member, manager,  officer, director or shareholder of
the Seller; or

       (k) enter  into any  transaction  other  than in the  Ordinary  Course of
Business.

7.04.  Affirmative Covenants

       The Seller  covenants  that from the  Effective  Date through the Closing
Date, the Seller will:

                                       27
(a) keep the  Assets  insured  consistent  with its  prior  practices  in
respect thereto,  provided,  that the Buyer hereby  acknowledges that the Seller
presently does not own or maintain any insurance with respect to the Assets;

       (b) perform in the normal course of business all of its obligations under
contracts,  leases and  documents  relating to or affecting  the  Business,  the
Assets or the Seller's properties; and

       (c) use its best efforts to preserve intact the Business and the Seller's
organization, agencies and goodwill, to the end that the Buyer shall continue to
operate the Assets as a going business as now  constituted  after the Assets are
acquired by the Buyer; provided, that the Buyer hereby acknowledges that neither
the Assets nor the Business presently constitute a "going business."

                                       8.
                            Post-Closing Obligations

8.01.  Access to Records

       From and after the Closing  Date,  the Seller  shall (a) permit the Buyer
and its  employees,  agents,  officers,  accountants,  legal  counsel  and other
representatives  to have access to the books,  records,  files,  agreements  and
other  information  in the possession of the Seller and (b) use its best efforts
to permit the Buyer and its  employees,  agents,  officers,  accountants,  legal
counsel  and other  representatives  to have access to the  Seller's  employees,
officers counsel,  accountants and  representatives;  at all times as reasonably
requested by the Buyer for the purpose of  investigating  or defending any claim
made against the Assets or  Business.  The Buyer shall permit the Seller and its
agents  reasonable  access to the Seller's books and records which are a part of
the  Assets  for a period  of one year  after the  Closing  for the  purpose  of
preparing the Seller's final tax return.

8.02.  Further Assurances

       Following the Closing,  the Seller,  the Members and the Buyer each shall
execute  and  deliver  such  documents,  and take such other  action as shall be
reasonably   requested  by  any  other  Party  to  carry  out  the  Contemplated
Transactions.

                                       9.
                     Remedies for Breaches of This Agreement

9.01.  Survival of Representations and Warranties

       All of the  representations  and  warranties of the Parties  contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any  misrepresentation  or breach of  warranty  or
covenant at the time of Closing) and  continue in full force and effect  forever
thereafter (subject to any applicable statutes of limitations).

9.02.  Indemnification Provisions for Benefit of the Buyer

       (a) In the event that the Seller or any Member  breaches (or in the event
any Third Party alleges  facts that, if true,  would mean that the Seller or any
Member has breached)  any of their  representations,  warranties,  and covenants
contained  herein,  then each of the Members  agrees to indemnify the Buyer from
and  against  the  entirety  of any  Adverse  Consequences  the Buyer may suffer
through  and after the date of the claim  for  indemnification  resulting  from,
arising  out of,  relating  to, in the  nature  of,  or caused by the  breach or
alleged breach.

                                       28
(b) Each of the Members  agrees to  indemnify  the Buyer from and against
the entirety of any Adverse  Consequences  the Buyer may suffer  resulting from,
arising out of, relating to, in the nature of, or caused by any Liability of the
Seller other than the Assumed Liabilities.

9.03.  Indemnification Provisions for Benefit of the Members

       In the event the Buyer  breaches (or in the event any Third Party alleges
facts  that,   if  true,   would  mean  the  Buyer  has  breached)  any  of  its
representations,  warranties,  and covenants  contained  herein,  then the Buyer
agrees to  indemnify  each of the Members  from and against the  entirety of any
Adverse  Consequences  the Member may suffer  through  and after the date of the
claim for  indemnification  resulting from,  arising out of, relating to, in the
nature of, or caused by the breach or alleged breach.

9.04.  Matters Involving Third Parties

       (a) If any Third Party shall notify any Party (the  "Indemnified  Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against any other Party (the  "Indemnifying  Party")
under this Section 9.04, then the  Indemnified  Party promptly shall notify each
Indemnifying Party thereof in writing;  provided,  however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying  Party shall relieve
the Indemnifying Party from any obligation  hereunder unless (and then solely to
the extent) the Indemnifying Party is prejudiced  thereby.

       (b) Any Indemnifying  Party will have the right to defend the Indemnified
Party  against  the Third  Party  Claim with  counsel  of its choice  reasonably
satisfactory  to the  Indemnified  Party so long as (i) the  Indemnifying  Party
notifies the Indemnified Party in writing,  within 15 days after the Indemnified
Party has given notice of the Third Party  Claim,  that the  Indemnifying  Party
will indemnify and defend the Indemnified Party from and against the entirety of
any  Adverse  Consequences  the  Indemnified  Party may suffer  resulting  from,
arising  out of,  relating  to, in the nature  of, or caused by the Third  Party
Claim; (ii) the Indemnifying  Party provides the Indemnified Party with evidence
reasonably  acceptable to the Indemnified Party that the Indemnifying Party will
have the financial resources to defend against the Third Party Claim and fulfill
its indemnification  obligations hereunder; (iii) the Third Party Claim involves
only money damages and does not seek an injunction  or other  equitable  relief,
(iv)  settlement  of, or an adverse  judgment  with  respect to, the Third Party
Claim is not, in the good faith  judgment of the  Indemnified  Party;  likely to
establish a precedential  custom or practice adverse to the continuing  business
interests of the Indemnified  Party; and (v) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently.

       (c) So long as the  Indemnifying  Party is conducting  the defense of the
Third Party Claim in accordance with Section 9.04(b) above,  (i) the Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in the defense of the Third Party Claim;  (ii) the Indemnified Party
will not consent to the entry of any judgment or enter into any settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnifying  Party,  which  will not be  withheld  unreasonably;  and (iii) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party, which will not be withheld unreasonably.

       (d) In the event any of the  conditions  in Section  9.04(b)  above is or
becomes unsatisfied,  however, (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any  settlement  with respect
to, the Third Party Claim in any manner it reasonably may deem  appropriate (and
the  Indemnified  Party need not consult with,  or obtain any consent from,  any
Indemnifying  Party in connection  therewith);  (ii) the Indemnifying Party will
reimburse  the  Indemnified  Party  promptly and  periodically  for the costs of
defending  against  the  Third  Party  Claim  (including   attorneys'  fees  and
expenses);  and (iii) the Indemnifying  Parties will remain  responsible for any
Adverse  Consequences the Indemnified  Party may suffer resulting from,  arising
out of, relating to, in the nature of, or caused by the Third Party Claim to the
fullest extent provided in this Section 9.

                                       29
9.05.  Other Indemnification Provisions

       The foregoing  indemnification  provisions are in addition to, and not in
derogation of, any  statutory,  equitable,  or common law remedy  (including any
such remedy arising under any Environmental Law) any Party may have with respect
to the  Seller or the  Contemplated  Transactions.  Each of the  Members  hereby
agrees  that he, she or it will not make any claim for  indemnification  against
the  Seller by reason of the fact that he,  she or it was a  director,  officer,
employee,  or agent of the Seller or was serving at the request of the Seller as
a partner,  trustee,  director,  officer,  employee,  or agent of another entity
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
the Buyer against any Member (whether such action, suit, proceeding,  complaint,
claim, or demand is pursuant to this Agreement, applicable law, or otherwise).

                                      10.
                              Amendment and Waiver

10.01. Assignment and Amendment of Agreement

       This Agreement  shall not be assignable by any of the Parties except with
the written  consent of the  others.  This  Agreement  may be amended by written
agreement of the Parties and any such amendment may:

       (a) change the time or place for performance of any of the obligations or
acts of the Parties,  including  changes of time and date of the Closing Date or
of the place of Closing;

       (b) waive any inaccuracies in or modify the representations  contained in
this  Agreement  or in any  Exhibits  or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

       (c) waive compliance with or modify any of the covenants herein contained
and waive or modify performance of any obligations of the Parties.

10.02. Waiver

       Any  forbearance,  failure  or  delay  by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                      11.
                               General Provisions
11.01. Notices

       All  notices,  Consents,   requests,  waivers  and  other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or
confirmed facsimile or electronic mail transmission,  (y) one day after delivery

                                       30
to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 11.01, may designate from time to time:

       (a) If to the Buyer, to:        With a copy to:

           Pure-ific Corporation       Baker, Donelson, Bearman & Caldwell, P.C.
           Attention: President        Attention: David L. Morehous, Esq.
           7327 Oak Ridge Highway,     Riverview Tower, Suite 2200
           Suite B                     900 South Gay Street
           Knoxville, TN 37931         Knoxville, TN 37902
           Facsimile: 865.539.9654     Facsimile: 865.525.8569
           Email:                      Email: dmorehous@bdbc.com

       (b) If to the Seller or to the Members, to:

           Pure-ific, L.L.C.
           Attention: Avid Amiri
           1240 Harvard Avenue
           Salt Lake City, UT 84105
           Facsimile:
           Email:

11.02. Entire Agreement

       This  Agreement  and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

11.03. Severability

       The  invalidity or  unenforceability  of any provision of this  Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

11.04. Governing Law; Venue of Actions

       This  Agreement  shall be governed and construed in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

11.05. Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an  original,  but all of which  shall be one and the same
document.

                 * remainder of page intentionally left blank *

                                       31
Signatures

       IN WITNESS WHEREOF,  the undersigned Parties have executed this Agreement
on and as of the Effective Date.

                                         Pure-ific Corporation, a Nevada
                                         corporation               (the "Buyer")

                                            By: /s/ Timothy C. Scott
                                                --------------------------------
                                            Name: Timothy C. Scott
                                                  ------------------------------
                                            Title: Executive Vice President

                                         Pure-ific, L.L.C., a Utah limited
                                         liability company        (the "Seller")

                                            By: /s/ Avid Amiri
                                                --------------------------------
                                            Name: Avid Amiri
                                                  ------------------------------
                                            Title: Member
                                                   -----------------------------
                                          Avid Amiri, an individual resident
                                              of the State of Utah     ("Amiri")

                                            Signed: /s/ Avid Amiri
                                                    ----------------------------

                                          Daniel Urmann, an individual resident
                                          of the State of Utah        ("Urmann")

                                            Signed: /s/ Daniel Urmann
                                                    ----------------------------

                                       32
Exhibit 2.2
                            Stock Purchase Agreement

       This Stock Purchase Agreement (this "Agreement") is made and entered into
as  of  December  5,  2002  (the  "Effective   Date")  by  and  among  Provectus
Pharmaceuticals,   Inc.,  a  Nevada   corporation   (the   "Buyer");   Pure-ific
Corporation, a Nevada corporation (the "Company"); and Avid Amiri, an individual
resident  of the State of Utah  ("Amiri"),  and  Daniel  Urmann,  an  individual
resident of the State of Utah ("Urmann" and, with Amiri, the "Stockholders").

                                    Recitals

       A. The  Stockholders  are the  beneficial and record owners of all of the
issued and outstanding  common shares, par value $.001 per share, of the Company
(the "Company Shares").

       B. The Stockholders desire to sell, and Buyer desires to purchase, all of
the issued and outstanding shares of Company Stock, for the consideration and on
the terms set forth in this Agreement.

       C. It is intended that this transaction be a tax free  reorganization  as
set forth in ss.  368(a)(1)(B) of the Internal  Revenue Code of 1986, as amended
(the "Code").

                                    Agreement

       THEREFORE,  in  consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Buyer, the Company and the Stockholders hereby agree as follows:

                                       1.
                          Definitions and Construction

1.01.  Certain Definitions

       For  the  purposes  of this  Agreement,  the  following  terms  have  the
following meanings:

       (a) "Accounts  Receivable"  means (i) all trade  accounts  receivable and
other rights to payment from customers of the Company or the Predecessor and the
full benefit of all security for such  accounts or rights to payment,  including
all trade  accounts  receivable  representing  amounts  receivable in respect of
goods shipped or products sold or services  rendered to customers of the Company
or the  Predecessor,  (ii) all other accounts or notes receivable of the Company
or the  Predecessor  and the full benefit of all  security for such  accounts or
notes  and  (iii)  any  claim,  remedy  or  other  right  related  to any of the
foregoing.

       (b)  "Adverse  Consequences"  means  all  Proceedings,  claims,  demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  Liabilities,  obligations,  Taxes,
Encumbrances,  losses,  expenses and fees,  including court costs and attorneys'
fees and expenses.

       (c)  "Business"   means  the  development,   production,   marketing  and
distribution  of an  antibacterial  spray  hand  cleaner,  under the trade  name
"Pure-ific,"  as the same has been conducted by the Company and the  Predecessor
at any time prior to the Effective Date.

       (d) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business.

                                       1
(e) "Buyer Share" means one of the Buyer's common shares, par value $.001
per share.

       (f)  "Confidential  Information"  means  any  and  all of  the  following
information of the Company,  the Buyer or the Stockholders  that has been or may
hereafter be disclosed in any form, whether in writing,  orally,  electronically
or  otherwise,  or  otherwise  made  available  by  observation,  inspection  or
otherwise  by  either  party  (the  Buyer  on the one  hand or the  Company  and
Stockholders,   collectively,   on  the  other  hand)  or  its   Representatives
(collectively,  a "Disclosing  Party") to the other party or its Representatives
(collectively, a "Receiving Party"):

            (i) all information  that is a trade secret under  applicable  trade
secret or other law;

            (ii)  all  information  concerning  product  specifications,   data,
know-how, formulae,  compositions,  processes,  designs, sketches,  photographs,
graphs,  drawings,  samples,  inventions  and ideas,  past,  current and planned
research and  development,  current and planned  manufacturing  or  distribution
methods  and  processes,   customer  lists,  current  and  anticipated  customer
requirements,  price lists, market studies,  business plans,  computer hardware,
Software and computer software and database  technologies,  systems,  structures
and architectures;

            (iii) all  information  concerning  the  business and affairs of the
Disclosing Party (which includes  historical and current  financial  statements,
financial  projections  and  budgets,  tax returns and  accountants'  materials,
historical,  current and projected  sales,  capital  spending budgets and plans,
business plans, strategic plans, marketing and advertising plans,  publications,
client and customer lists and files, contracts, the names and backgrounds of key
personnel and personnel training techniques and materials,  however documented),
and all information  obtained from review of the Disclosing Party's documents or
property or discussions  with the Disclosing Party regardless of the form of the
communication; and

            (iv) all notes, analyses, compilations, studies, summaries and other
material  prepared by the Receiving Party to the extent  containing or based, in
whole or in part, upon any information included in the foregoing.

       (g) "Consent" means any approval, consent, ratification,  waiver or other
authorization.

       (h)  "Contemplated  Transactions"  means  the  sale and  purchase  of the
Company  Shares,  the  issuance of the Buyer  Shares and the other  transactions
contemplated by this Agreement and the other Transaction Documents.

       (i)  "Contracts"  means  any and  all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments  or  undertaking  to which  the  Company  is a party or to which the
Company or the property of the Company is subject or bound.

       (j)  "Damages"  means  any and  all  damages,  liabilities,  obligations,
penalties, fines, judgments, claims,  deficiencies,  losses, costs, expenses and
assessments,  including all attorneys' fees and costs, and interest  accruing on
such damages.

       (k)  "Database"  means any database of  information  and any and all data
contained  therein,  whether maintained in  machine-readable  form or otherwise,
including the related Programming Code and Documentation.

                                      2
(l) "Disclosure  Schedule" means the Disclosure  Schedule attached hereto
and incorporated herein by reference.

       (m) "Documentation"  means, with respect to a Software Program,  Web Site
or  Database:  (i) the Source  Code (with  comments),  as well as any  pertinent
commentary or explanation  prepared to render such materials  understandable and
usable  by  a  trained  computer   programmer;   (ii)  any  programs  (including
compilers),  "workbenches,"  tools and higher level (or "proprietary")  language
necessary for the development,  maintenance and  implementation  of the Software
Program,  Web Site or Database;  and (iii) any and all prepared and  deliverable
materials relating to the Software Program, Web Site or Database,  including all
notes, flow charts, programmer's or user's manuals.

       (n) "Domain  Name" means the Internet  address or URL  (Uniform  Resource
Locator) for a particular Web Site.

       (o) "Encumbrance" means any lien (statutory or other),  lease,  mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

       (p)  "Environmental  Laws" means all Laws pertaining to the protection of
the environment or of occupational health and safety.

       (q)  "ERISA" means the Employees Retirement Income Security Act of 1974.

       (r) "ERISA  Affiliate" means any entity that,  together with the Company,
is treated as a single employer  within the meaning of Section 414(b),  (c), (m)
or (o) of the Code or Section 4001(b) of ERISA.

       (s) "GAAP" means the  generally  accepted  accounting  principles  of the
United States, consistently applied.

       (t) "Governmental Authority" means any:

            (i) nation, state, county, city, town, borough, village, district or
other jurisdiction;

            (ii) federal, state, local, municipal, foreign or other government;

            (iii)  governmental  or  quasi-governmental  authority of any nature
(including any agency, branch, department, board, commission, court, tribunal or
other entity exercising governmental or quasi-governmental powers);

            (iv) multinational organization or body;

            (v) body  exercising,  or entitled or  purporting  to exercise,  any
administrative,  executive, judicial, legislative,  police, regulatory or taxing
authority or power; or

            (vi) official of any of the foregoing.

       (u) "Governmental  Authorizations"  means any and all Consents,  permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

                                       3
(v) "Gross Sales" means actual annual revenues  received by the Buyer and
the Company (considered on a consolidated basis) following the Closing Date from
sales of Pure-ific Products.

       (w) "Hazardous  Materials"  means any mixture or material  containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

       (x) "Intellectual Property" means all:

            (i) trademarks,  service marks, trade dress, logos, trade names, and
corporate  names,  together with  translations,  adaptations,  derivations,  and
combinations   thereof  and  including  goodwill   associated   therewith,   and
applications, registrations, and renewals in connection therewith;

            (ii) patents, patent applications, and patent disclosures,  together
with reissuances, continuations,  continuations-in-part,  revisions, extensions,
and reexaminations  thereof,  and inventions (whether patentable or unpatentable
and whether or not reduced to practice) and improvements thereto;

            (iii)   copyrightable   works,    copyrights,    and   applications,
registrations, and renewals in connection therewith;

            (iv) mask works and  applications,  registrations,  and  renewals in
connection therewith;

            (v) Software Programs and Databases;

            (vi)  homes or  locations  on the World  Wide Web and all of the Web
pages  and  text,  audio,  video  and  other  dynamic  and/or  static  materials
associated  with such home or  location,  including  Hypertext  Markup  Language
(HTML),  Java,  JavaScript,  Flash,  Structured Query Language (SQL),  graphics,
"look and feel,"  related  Programming  Code and  Documentation,  and all Domain
Names related thereto (collectively, "Web Sites");

            (vii) trade secrets and Confidential Information;

            (viii) other proprietary rights of any kind or nature;

            (ix) moral rights with respect to any of the foregoing; and

            (x) copies and tangible  embodiments  of any of the foregoing in any
form or medium.

       (y) "Inventories" means all inventories of the Company, wherever located,
including all finished goods,  work in process,  raw materials,  spare parts and
all other  materials  and  supplies to be used or consumed by the Company in the
production of finished goods.

       (z) "Law" means any local, county, state, federal,  foreign or other law,
statute,  regulation,  ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted,  promulgated,  entered
into, agreed or imposed by any Governmental Authority.

       (aa)  "Liability"  means with  respect to any Person,  any  liability  or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

                                       4
(bb)  "Material  Adverse  Change" means a material  adverse change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

       (cc) "Ordinary Course of Business" means the conduct and operation of the
Business in the manner in which the Company and the  Predecessor  have conducted
and  operated the Business at any time prior to the  Effective  Date,  following
usual and ordinary  accounting  practices,  making ordinary accruals,  incurring
ordinary  liabilities  and  expenditures,  and making  ordinary  commitments for
merchandise, insurance, rentals, and other ordinary business.

       (dd) "Parties" means the Buyer, the Company and the Stockholders.

       (ee) "Permitted Encumbrances" means (i) real estate taxes and assessments
(general  and  special)  not yet due and  payable;  (ii) zoning  ordinances  and
municipal  land use  regulations;  (iii)  utility  distribution  line  easements
serving  the Real  Property;  (iv) the rights of the public in and to any public
roads  abutting  the Real  Property;  (v) any  matters  relating  to the Assumed
Liabilities; and (vi) any easements, restrictions,  encumbrances,  imperfections
of title or other matters of record which would not unreasonably  interfere with
the use and occupancy of the Real Property by the Buyer following the Closing.

       (ff)  "Person"  means  any  corporation,   limited   liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

       (gg)  "Plan"  means any  "plan,"  within the  meaning of Section  3(3) of
ERISA,  of which the Company or any ERISA  Affiliate  of the Company is or was a
"plan sponsor," within the meaning of Section 3(16)(B) of ERISA; or to which the
Company or any ERISA  Affiliate  of the  Company  otherwise  contributed  or has
contributed;  or in which the  Company  or any ERISA  Affiliate  of the  Company
otherwise participates or has participated.

       (hh)  "Predecessor"  means Pure-ific,  L.L.C.,  a Utah limited  liability
company.

       (ii)  "Proceeding"  means  any  action,   arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

       (jj) "Programming  Code" means computer  programming code,  including (i)
the  machine-readable  form thereof (the "Object Code"); (ii) the human-readable
form thereof and related  system  documentation,  including all comments and any
procedural code (the "Subject Code"); and (iii) any modifications,  revisions or
additions to either the Object Code or Source Code,  including all new releases,
that improve functions, add new functions, improve performance,  correct errors,
support new releases of operating  systems with which computer  programming code
is designed to operate,  support new  input/output  (I/O) devices or provide any
other incidental corrections and updates

       (kk)  "Pure-ific  Products"  means the  antibacterial  spray hand cleaner
developed,  produced,  marketed and  distributed  by the  Company,  prior to the
Closing Date, under the trade name "Pure-ific."

       (ll) "Real  Property"  means (i) all  parcels and tracts of land in which
the Company has an ownership interest; (ii) all buildings,  structures, fixtures
and improvements located thereon, including those under construction;  and (iii)
all privileges, rights, easements,  hereditaments and appurtenances belonging to

                                       5
or for the benefit thereof,  including all easements  appurtenant to and for the
benefit of any parcel  for,  and as the  primary  means of access  between,  the
parcel  and a public  way,  or for any other use upon  which  lawful  use of the
parcel for the purposes for which it is presently  being used is dependent,  and
all  rights  existing  in  and  to  any  streets,  alleys,  passages  and  other
rights-of-way  included  thereon or adjacent  thereto  (before or after vacation
thereof) and vaults beneath any such streets.

       (mm) "Record" means information that is inscribed on a tangible medium or
that  is  stored  in an  electronic  or  other  medium  and  is  retrievable  in
perceivable form.

       (nn) "SEC" means the United States Securities and Exchange Commission.

       (oo) "Securities Act" means the Securities Act of 1933.

       (pp) "Software  Program" means any computer software  program,  including
the related Programming Code and Documentation.

       (qq)  "Stockholders"  means  Amiri  and  Urmann  in their  capacities  as
stockholders of the Company.

       (rr) "Tangible Personal Property" means all machinery,  equipment, tools,
furniture, office equipment,  computer hardware, supplies,  materials,  vehicles
and other items of tangible  personal property (other than Inventories) of every
kind owned or leased by the Company (wherever located and whether or not carried
on the Company's  books),  together with any express or implied  warranty by the
manufacturers  or sellers or lessors of any item or  component  part thereof and
all maintenance records and other documents relating thereto.

       (ss) "Tax" means any  federal,  state,  local or foreign  tax  (including
excise taxes, value added taxes, occupancy taxes, employment taxes, unemployment
taxes, ad valorem taxes, custom duties, transfer taxes, and fees), levy, impost,
fee,  imposition,  assessment or other governmental charge of any nature imposed
upon a Person,  including all taxes and governmental charges imposed upon any of
the personal properties, real properties, tangible or intangible assets, income,
receipts, payrolls,  transactions,  stock transfers, capital stock, net worth or
franchises of a Person  (including  all sales,  use,  withholding or other taxes
which a Person is required to collect  and/or pay over to any  government),  and
all related additions to tax, penalties or interest thereon.

       (tt) "Tax Returns" means all returns,  reports,  information returns, and
other  documents  (including  all related and supporting  information)  filed or
required to be filed with any  Governmental  Authority  in  connection  with the
determination, assessment, collection, or administration of any Taxes.

       (uu) "Third Party" means a Person that is not a party to this Agreement.

       (vv) "Transaction  Documents" means this Agreement,  the Assignment,  the
Bill of Sale  and the  Deed of  Trust,  together  with  such  other  agreements,
certificates,  contracts,  documents  or  instruments  as  may be  necessary  or
desirable to consummate the Contemplated Transactions.

       (ww) "Warrant" means a warrant evidenced by a Warrant  Certificate issued
pursuant to the Warrant  Agreement and entitling the holder  thereof to purchase
of one Buyer Share at an  exercise  price  equal to the  closing  price,  on the
Business  Day prior to the Closing  Date,  of a Buyer Share on the OTC  Bulletin
Board.

                                       6
(xx)  "Warrant  Agreement"  means the Warrant  Agreement  dated as of the
Effective Date between the Borrower and the  Stockholders,  in the form attached
hereto as Exhibit X, pursuant to which the Borrower agrees to issue the Warrants
to the Stockholders.

1.02.  Other Definitions

       Terms  defined in other  provisions of this  Agreement  have the meanings
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

       (d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

       (e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial Code as enacted in the State of Nevada and not  specifically  defined
herein are used herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this

                                       7
Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                           Sale and Purchase of Shares

2.01.  Agreement to Sell and Purchase Shares

       On the terms and subject to the conditions of this  Agreement,  the Buyer
agrees to purchase from each of the Stockholders at the Closing, and each of the
Stockholders  agrees to sell, assign,  transfer and deliver to the Buyer and the
Closing, all of his, her or its Company Shares, for the consideration  specified
in Section 2.02 below.

2.02.  Consideration for Purchase

       (a) As  consideration  for the Company Shares  purchased by the Buyer, at
the Closing the Buyer shall issue to each Stockholder,  on the terms and subject
to the conditions of this Agreement, the number of authorized but unissued Buyer
Shares set forth below opposite the Stockholder's name:

       Stockholder                              Number of Buyer Shares
       -----------                              ----------------------
       Avid Amiri                                        11,625
       Daniel Urmann                                     13,375

       (b) The number of Buyer Shares to be issued to each Stockholder  pursuant
to this Section 2.02 shall be subject to adjustment as provided in Section 2.04.

2.03.  Issuance of Warrants

       (a) As additional  consideration  for the Company Shares purchased by the
Buyer,   upon  the  satisfaction  of  satisfaction  of  each  of  the  following
conditions:

            (i)  $1,000,000  in Gross  Sales of  Pure-ific  Products  after  the
Effective  Date by the  Buyer  and the  Company  (considered  on a  consolidated
basis); and

            (ii)  $5,000,000  in Gross  Sales of  Pure-ific  Products  after the
Effective  Date by the  Buyer  and the  Company  (considered  on a  consolidated
basis);

       the Buyer  shall issue to each  Stockholder,  on the terms and subject to
the  conditions  of this  Agreement  and the  Warrant  Agreement,  the number of
Warrants set forth below opposite the Stockholder's name:

       Stockholder                                Number of Warrants
       -----------                                ------------------
       Avid Amiri                                        11,625
       Daniel Urmann                                     13,275

       (b) As additional  consideration  for the Company Shares purchased by the
Buyer, upon the satisfaction of satisfaction of each of the following dates:

                                        8
(i) The first anniversary of the Closing Date;

            (ii) The second anniversary of the Closing Date; and

            (iii) The third anniversary of the Closing Date;

            the Buyer shall issue to each Stockholder,  on the terms and subject
to the  conditions of this  Agreement and the Warrant  Agreement,  the number of
Warrants set forth below opposite the Stockholder's name:

       Stockholder                                Number of Warrants
       -----------                                ------------------
       Avid Amiri                                       4,650
       Daniel Urmann                                    5,350

       (c) The number of Warrants to be issued to each  Stockholder  pursuant to
this  Section  2.03 shall be subject to  adjustment  as  provided in the Warrant
Agreement.

2.04.  Adjustment

       If the outstanding Buyer Shares are increased, decreased, changed into or
exchanged  for a different  number of kind of shares or  securities of the Buyer
through a stock split,  stock  dividend,  reverse  stock split or other  similar
transaction,  the number of Buyer Shares issuable pursuant to Section 2.02 shall
be  adjusted  to  reflect  such  transaction  No  adjustment  shall  be  made in
connection with the issuance of Buyer Shares (or securities  convertible into or
exercisable  for Buyer  Shares)  as a result of a public  or  private  offering,
merger or other acquisition, or the exercise of options or warrants.

                                       3.
                                     Closing

3.01.  Time and Place of Closing

       The closing of the Contemplated  Transactions  (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 3.02 and 3.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

3.02.  Conditions Precedent to Obligations of the Stockholders and the Company

       The obligations of the Company and the Stockholders to effect the Closing
and to consummate  the  Contemplated  Transactions  are subject to, and shall be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

       (a) The  representations and warranties made by the Buyer in Section 5 of
this  Agreement  shall be  correct  in all  material  respects  on and as of the
Closing  Date  with the  same  force  and  effect  (except  as  affected  by the
transactions contemplated herein or otherwise approved in writing by the Company
and changes  occurring  after the Effective  Date in the ordinary  course of the
Buyer's business) as though such  representations had been made on and as of the
Closing Date.  The covenants of the Buyer  contained  herein shall not have been
breached in any material respect as of the Closing Date.

                                       9
(b) All of the terms,  covenants and  conditions of this  Agreement to be
complied  with and  performed  by the Buyer on or before the Closing  Date shall
have been complied with and performed.

       (c) From the Effective Date to the Closing Date, there shall have been no
Material Adverse Change in the Buyer.

       (d) No  Consent  of any  Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding  shall be threatened  or be pending  against the Buyer or the Company
which,  in the  opinion  of  counsel  for the  Company,  presents  a  reasonable
probability that the Contemplated  Transactions  would be enjoined or prevented,
except as otherwise agreed to in writing by the Company.

       (e) The Buyer shall have  delivered or caused to be  delivered  (or shall
have tendered or caused to be tendered,  subject only to Closing) to the Company
the documents and instruments required by Section 3.05.

3.03.  Conditions Precedent to Obligations of the Buyer

       The  obligations of the Buyer to effect the Closing and to consummate the
Contemplated  Transactions  shall be subject to, and be  conditioned  upon,  the
satisfaction  of each of the  following  conditions  on or prior to the  Closing
Date:

       (a)  The  representations  and  warranties  made by the  Company  and the
Stockholders  in  Section 4 of this  Agreement  hereof  shall be  correct in all
material  respects on and as of the Closing  Date with the same force and effect
(except  as  affected  by the  transactions  contemplated  herein  or  otherwise
approved in writing by the Company and  changes  occurring  after the  Effective
Date in the Ordinary Course of Business) as though such representations had been
on and as of the  Closing  Date;  and  none  of  the  covenants  of the  Company
contained  in  Section  6 of this  Agreement  shall  have been  breached  in any
material respect as of the Closing Date.

       (b) All of the terms and conditions of this Agreement to be complied with
and performed by the Company or the  Stockholders  on or before the Closing Date
shall have been complied with and performed.

       (c) Since the Financial Statement Date, there shall have been no Material
Adverse  Change in the condition of the Company,  financial or  otherwise,  from
that set forth in the Financial Statements.

       (d) All Consents of any Person or  Governmental  Authorizations  from any
Governmental  Authority which are required for the transfer of any assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

       (e) No Proceeding  shall be threatened or be pending against the Buyer or
the  Company  which,  in the  opinion  of  counsel  for the  Buyer,  presents  a
reasonable  probability that the  Contemplated  Transactions or the right of the
Buyer to continue the operations of the  properties,  assets and business of the
Company would be enjoined or prevented, except as otherwise agreed to in writing
by the Buyer.

       (f) No  properties  or assets of the  Company  shall  have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Company or its assets or business.

                                       10
(g) The Buyer shall have received  written evidence in form and substance
satisfactory to it of the termination of any and all Encumbrances  that encumber
any of the assets or other properties of the Company, except as otherwise agreed
to in writing by the Buyer.

       (h) All  Consents  to the  assignment  of the  Contracts  shall have been
obtained.

       (i) At the  Closing  Date,  there shall  exist no  violations  of any Law
materially affecting the assets, properties or business of the Company.

       (j) The Company and the Stockholders shall have delivered or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Buyer the documents and instruments required by Section 3.04.

3.04.  Company's and Stockholders' Performance at Closing

       At or prior to the Closing,  the Company  and/or the  Stockholders  shall
deliver to the Buyer:

       (a) One or more  certificates  representing the Company Shares,  together
with  accompanying  stock transfer  powers or  instruments  of assignment,  duly
endorsed  in blank by each  Stockholder  in whose  name  such  certificates  are
registered;

       (b) Such other deeds, bills of sale, assignments,  certificates of title,
documents and other  instruments of transfer and conveyance as may reasonably be
requested by the Buyer, each in form and substance satisfactory to the Buyer and
its legal counsel and executed by the Company;

       (c) A good standing certificate  regarding the Company,  certified by the
Secretary  of State of Nevada and dated within five  Business  Days prior to the
Closing Date;

       (d) A certificate duly executed by an appropriate  officer of the Company
to the  effect  that  each of the  conditions  set  forth in  Sections  3.03(a),
3.03(b),  3.03(c),  3.03(d),  3.03(e),  3.03(f),  3.03(h),  and  3.03(i) of this
Agreement has been satisfied by the Company in all respects;

       (e) A certificate  duly executed by each  Stockholder  to the effect that
each of the  conditions  set  forth in  Sections  3.03(a)  and  3.03(b)  of this
Agreement has been satisfied by each Stockholder in all respects;

       (f) The resignations,  effective as of the Closing,  of each director and
officer of the Company and its Subsidiaries;

       (g)  Evidence  satisfactory  to the Buyer of the receipt of all  Consents
required  to be  received  from any Person and all  Governmental  Authorizations
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Company of the Contracts;

       (h)  Written  evidence  to the  effect  that the  Company's  Stockholders
approved this Agreement and the  Contemplated  Transactions  in accordance  with
Nevada law;

       (i) All books and Records of the Company,  including  all  corporate  and
other  records,  minute books,  stock record books,  stock  registers,  books of
accounts, contracts,  agreements and such other documents or certificates as may
be requested by the Buyer;

       (j)  Satisfactory  evidence that the Buyer's  designees shall be the only
authorized  signatories  with respect to each of the Company's bank accounts and
credit facilities.

                                       11
3.05.  Buyer's Performance at Closing

       At or prior to Closing,  the Buyer shall deliver or cause to be delivered
to the Company or the Stockholders, as appropriate, the following:

       (a)  Certificates  representing the Buyer Shares to be issued pursuant to
Section  2.02  hereof,  registered  in the  names of the  Stockholders  and duly
executed by the Buyer;

       (b) A certificate  executed by an officer of the Buyer to the effect that
(i)  all of the  representations  and  warranties  made  by the  Buyer  in  this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Buyer have been breached as of the Closing Date; and

       (c) Written  evidence to the effect that the Buyer's  Board of  Directors
approved this Agreement and the Contemplated Transactions.

3.06.  Termination in Absence of Closing

       (a) If by the close of business on December 31, 2002, the Closing has not
occurred,  then either the Buyer or the Company may  thereafter  terminate  this
Agreement  by  written  notice  to such  effect to the  other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.

       (b)  Notwithstanding  approval  of the  transaction  by the  stockholders
and/or the Board of Directors of the Buyer,  this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Buyer if:

            (i) any  representation  or warranty  made herein for the benefit of
the  Buyer or any  certificate,  schedule  or  document  furnished  to the Buyer
pursuant to this Agreement is untrue then or at the time of Closing;

            (ii)  The  Company  shall  have  defaulted  in  any  respect  in the
performance of any obligation under this Agreement; or

            (iii) any Material Adverse Change in the Company has occurred.

                                       4.
         Representations and Warranties of the Company and Stockholders

       As a material  inducement to the Buyer to enter into this Agreement,  the
Company and each Stockholder  jointly and severally represent and warrant to the
Buyer as follows:

4.01.  Organization and Standing

       (a) The Company is a corporation duly incorporated,  validly existing and
in good  standing  under the laws of the State of Nevada and has full  corporate
and  authority  to own,  manage,  lease and hold its assets  and to conduct  the
Business as presently conducted. The Company is duly qualified to do business as
a foreign corporation and is in good standing in every jurisdiction in which the
failure to so qualify would cause a Material Adverse Change. Section 4.01 of the
Disclosure  Schedule  contains a complete and accurate list of all jurisdictions
in which the Company is qualified to do business as a foreign limited  liability
company.

                                       12
(b) The Company has  furnished  or made  available  to the Buyer true and
complete  copies of its  Articles of  Incorporation  and its Bylaws,  both as in
effect  immediately  prior to the Closing.  The minute books of the Company that
have been  delivered  to the Buyer for review  contain a complete  and  accurate
record of all stockholders of the Company, the number and class of the shares of
capital stock owned by each, and all actions of the  stockholders  and directors
of the Company.  The minute books of the Predecessor that have been delivered to
the Buyer for review  contain a complete and  accurate  record of all members of
the Predecessor,  the amount and nature of the membership  interest held by each
member, and all actions of the members.

4.02.  Capitalization

       The authorized  capital stock the Company  consists of 4,000,000  Company
Shares,  1,000 of which are issued and  outstanding as of the Effective Date and
all of which are owned  directly by the  Stockholders;  and 1,000,000  shares of
Preferred  Stock,  par  value  $.001  per  share,  none of which  are  issued or
outstanding as of the Effective  Date. At the Closing,  the capital stock of the
Company  has  the  voting   powers,   designations,   preferences,   rights  and
qualifications,  and  limitations or  restrictions  set forth in the Articles of
Incorporation  of the  Company.  Except as  provided in this  Agreement,  (a) no
subscription,  warrant, option,  convertible security or other right (contingent
or otherwise) to purchase or acquire any membership interest in or capital stock
of the Company or the Predecessor is authorized or outstanding,  (b) neither the
Company nor the  Predecessor  has any  obligation  (contingent  or otherwise) to
issue any  subscription,  warrant,  option,  convertible  security or other such
right  or  to  issue  or  distribute  to  the   Stockholders  any  evidences  of
indebtedness  or assets of the  Company,  and (c)  neither  the  Company nor the
Predecessor has any obligation (contingent or otherwise) to purchase,  redeem or
otherwise  acquire any  membership  interest or capital stock or any interest in
either or to pay any  dividend  or make any other  distribution  in  respect  of
either.  All of the issued and outstanding  capital stock of the Company and all
of the membership interest in the Predecessor has been offered,  issued and sold
by the  Company  and the  Predecessor,  as the case may be, in  compliance  with
applicable Federal and state securities laws.

4.03.  Subsidiaries, Etc.

       The Company has no subsidiaries and does not own or control,  directly or
indirectly, any shares of capital stock of any other corporation or any interest
in any partnership, joint venture or other non-corporate business enterprise.

4.04.  Authority for Agreements; No Conflicts

       (a) This Agreement constitutes the legal, valid and binding obligation of
the Company and each Stockholder, enforceable against each of them in accordance
with  its  terms.  Upon  the  execution  and  delivery  by the  Company  and the
Stockholders of the Transaction Documents to which any of them are a party, each
of the  Transaction  Documents  will  constitute  the legal,  valid and  binding
obligation of the Company and each of the Stockholders, enforceable against each
of them in  accordance  with  its  terms.  The  Company  has  the  absolute  and
unrestricted  right,  power and authority to execute and deliver this  Agreement
and the  Transaction  Documents  to  which  it is a  party  and to  perform  its
obligations under this Agreement and the Transaction Documents,  and such action
has been duly authorized by all necessary action by the Company's members.  Each
Stockholder  has all necessary  legal  capacity to enter into this Agreement and
the  Transaction  Documents  to which he or she is a party and to perform his or
her obligations hereunder and thereunder.

                                       13
(b)  The  execution  of  and  compliance   with  the  provisions  of  the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Company and each  Stockholder will not violate any provision of law and will
not  conflict  with or result in any breach of any of the terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Articles of  Incorporation  or Bylaws of the  Company;  (ii) any
Contract,  except as set forth in Section 4.04 of the Disclosure Schedule; (iii)
any contract, lease, agreement or other instrument to which any Stockholder is a
party or by which they or any of their properties is bound;  (iv) or any decree,
judgment,  order,  statute,  rule or regulation applicable to the Company or any
Stockholder.

4.05.  Governmental Authorizations

       (a) Except as set forth in Section 4.05 of the  Disclosure  Schedule,  no
Governmental  Authorization of or from any Governmental Authority is required on
the part of the Company or any  Stockholder  in connection  with the  execution,
delivery and  performance  of the  Transaction  Documents  and the  Contemplated
Transactions.

       (b)  The  Company  has  all  Governmental   Authorizations  necessary  to
construct,  own, operate, use and/or maintain the assets and the Business in all
locations   where  the  Company   conducts  the  Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which could materially adversely affect the ability of the Buyer to own, operate
or use the assets or conduct the Business after the Closing Date as the Business
has been operated by the Company or the Predecessor prior to the Effective Date.

4.06.  Litigation

       Except as set forth in Section 4.06 of the Disclosure Schedule,  there is
no Proceeding pending or threatened against the Company,  the Predecessor or any
Stockholder  which  questions the validity of this Agreement or the right of the
Company  or any  Stockholder  to enter  into it, or which  might  cause,  either
individually or in the aggregate, a Material Adverse Change.

4.07.  Financial Statements

       Since the date of its  incorporation,  the  Company  has not  engaged  in
business of any kind, including the Business.

4.08.  Absence of Material Changes

       From January 1, 2000 to the Effective  Date,  neither the Company nor the
Predecessor has:

       (a) issued any capital stock or membership  interests or other securities
or granted  any  option or other  right to any  Person  for the  acquisition  of
capital stock of the Company or membership interest in the Predecessor;

       (b)  incurred  any  Liabilities  except  Liabilities  entered into in the
Ordinary Course of Business;

       (c) discharged or satisfied any  Encumbrance or paid any Liability  other
than Liabilities referred to in Section 4.08(b);

       (d) declared or made any payment or distribution  to the  Stockholders or
purchased  or  redeemed  any  portion  of the  capital  stock of the  Company or
membership interest in the Predecessor;

                                       14
(e)  mortgaged,  pledged,  or subjected to any  Encumbrance  any of their
assets, tangible or intangible, other than Encumbrances created by Law for taxes
not  yet  due or  which  are  being  contested  in  good  faith  by  appropriate
proceedings;

       (f) sold or  transferred  any of their  tangible  assets or cancelled any
debts or claims, except in each case in the Ordinary Course of Business;

       (g) sold, assigned, or transferred any Intellectual Property;

       (h) suffered any material  operating or extraordinary  loss or waived any
right of substantial value;

       (i) made any loan to,  borrowed  money from, or entered into any contract
or  understanding  with, any employee,  officer,  director,  manager,  member or
shareholder of the Company or the Predecessor;

       (j) made any payment or contracted  for payment for any bonus,  gratuity,
or other compensation to employees other than wages and salaries in effect as of
the Financial  Statement Date,  except wage and salary  adjustments  made in the
Ordinary  Course of Business for  employees who are not officers or directors of
the Company or the Predecessor;

       (k) had any union or labor difficulties or work stoppage;

       (l) entered into any  transaction  other than in the  Ordinary  Course of
Business;

       (m) entered into any leases of real or personal property;

       (n)  received  any notice of  termination  of any  Contract  which in the
aggregate would have a material  adverse effect on the Company,  the Predecessor
or the Business; or

       (o) entered  into any  Contracts  for which the Company will incur a loss
from the provision of services.

4.09.  Liabilities

       The Company shall provide a list of all  Liabilities of the Company as of
the Closing Date which shall be certified as true and correct by the Company and
shall be incorporated into Section 4.09 of the Disclosure Schedule.  The Company
does not owe any amount to, or have any contract  with, or commitment to, any of
the  Stockholders  or  any  of  its  or  the  Predecessor's  present  or  former
stockholders,  members, directors,  officers, employees or consultants, and none
of such persons owe any amounts to the Company.

4.10.  Taxes

       The provision made by the Company for Taxes is sufficient in all material
respects for payment of all accrued and unpaid Federal, state, county, local and
foreign taxes for the period then ended and all prior  periods.  The Company and
the Predecessor have filed or have obtained presently effective  extensions with
respect to all Tax  Returns  which are  required  to be filed by either of them,
such filed  returns are true and  correct and all Taxes shown  thereon to be due
have been  timely  paid with  exceptions  not  material  to the  Company  or the
Predecessor.  Federal Tax Returns of the Company and of the Predecessor have not
been audited by the Internal Revenue Service, and no controversy with respect to
Taxes of any type is pending or threatened.

                                       15
4.11.  Inventories

       As of the Effective  Date,  the Company holds no  Inventories of any kind
whatsoever.

4.12.  Real Property

       As of the  Effective  Date,  the Company  neither  owns nor has any other
interest in any Real Property of any kind whatsoever.

4.13.  Tangible Personal Property

       As of the  Effective  Date,  the Company  neither  owns nor has any other
interest in any Tangible Personal Property of any kind whatsoever.

4.14.  Intellectual Property

       (a) Section  4.14(a) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(i)  of this  Agreement  used by the Company  (the
"Marks").  All Marks  have been  registered  with the United  States  Patent and
Trademark  Office,  are currently in compliance  with all formal Laws (including
the timely  post-registration  filing of affidavits of use and  incontestability
and renewal applications),  are valid and enforceable and are not subject to any
maintenance  fees or taxes or  actions  falling  due  within  90 days  after the
Closing  Date.  No  Mark  has  been  or  is  now  involved  in  any  opposition,
invalidation  or  cancellation  Proceeding and no such action is threatened with
respect to any of the Marks.  There is no potentially  interfering  trademark or
trademark  application  of any other  Person.  No Mark is  infringed or has been
challenged  or  threatened  in any way.  None of the Marks  used by the  Company
infringes or is alleged to infringe any trade name, trademark or service mark of
any Third Party.  All products and  materials  containing a Mark bear the proper
federal registration notice where permitted by law.

       (b) Section  4.14(b) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(ii)  of this  Agreement  used by the Company (the
"Patents").  All of the issued  Patents are currently in compliance  with formal
legal  requirements  (including  payment of filing,  examination and maintenance
fees and  proofs of  working  or use),  are valid and  enforceable,  and are not
subject to any  maintenance  fees or taxes or actions falling due within 90 days
after  the  Closing  Date.  No  Patent  has  been  or is  now  involved  in  any
interference,  reissue,  reexamination,  or opposition  Proceeding.  There is no
potentially  interfering patent or patent application of any Third Party. Except
as set forth in Section  4.14(b) of the  Disclosure  Schedule,  (i) no Patent is
infringed or has been  challenged  or threatened in any way and (ii) none of the
products  manufactured or sold, nor any process or know-how used, by the Company
infringes or is alleged to infringe any patent or other proprietary right of any
Third Party.  All products made, used or sold under the Patents have been marked
with the proper patent notice.

       (c) Section  4.14(c) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in Section  1.01(x)(iii)  of this  Agreement  used by the  Company in
conducting the Business (the "Copyrights"). All of the registered Copyrights are
currently in compliance with formal Laws, are valid and enforceable, and are not
subject to any  maintenance  fees or taxes or actions falling due within 90 days
after the Closing  Date.  No Copyright is  infringed or has been  challenged  or
threatened  in any way.  None of the  subject  matter  of any of the  Copyrights
infringes  or is alleged to infringe  any  copyright  of any Third Party or is a
derivative work based upon the work of any Third Party. All works encompassed by
the Copyrights have been marked with the proper copyright notice.

                                       16
(d) Section  4.14(d) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of each item of  Intellectual  Property
described  in  Section  1.01(x)(iv)  of this  Agreement  used by the  Company in
conducting the Business (the "Mask Works").  All of the Mask Works are currently
in compliance with formal Laws, are valid and  enforceable,  and are not subject
to any maintenance fees or taxes or actions falling due within 90 days after the
Closing Date. No Mask Work is infringed or has been  challenged or threatened in
any way. No Mask Work infringes or is alleged to infringe any right of any Third
Party or is based upon the work of any Third Party. All products  encompassed by
or made, used or sold using Mask Works have been marked with the proper notices.

       (e) Section  4.14(e) of the Disclosure  Schedule  contains a complete and
accurate list and summary  description of (i) each Software  Program used by the
Company in  conducting  the Business  (the  "Acquired  Software")  and (ii) each
Database  used  by  the  Company  in  conducting  the  Business  (the  "Acquired
Databases").

       (f) Section  4.14(f) of the Disclosure  Schedule  contains a complete and
accurate  list and summary  description  of all Web Sites used by the Company in
conducting the Business (the  "Business Web Sites").  With respect to the Domain
Names relating to the Business Web Sites:

            (i) All Domain Names have been registered in the name of the Company
and are in compliance with all formal Laws.

            (ii) No  Domain  Name has been or is now  involved  in any  dispute,
opposition,  invalidation  or  cancellation  Proceeding,  and no such  action is
threatened with respect to any Domain Name.

            (iii)  There is no  domain  name  application  pending  of any other
person which would or would  potentially  interfere  with or infringe any Domain
Name included therein.

            (iv) No Domain Name is infringed or has been challenged,  interfered
with or threatened in any way.

            (v) No Domain  Name  infringes,  interferes  with or is  alleged  to
interfere with or infringe the trademark,  copyright or domain name of any other
Person.

       (g) Section 4.14(g) of the Disclosure Schedule sets forth a complete list
of all  Software  Programs  developed  by one or more Third  Parties and used by
Company in connection  with the Business (the "Third Party Software  Programs").
Pursuant to one or more Licenses (as defined  below),  the Company has the right
and license to use each Third Party Software  Program in the manner in which the
Company  currently  is  using  such  Third  Party  Software  Program  (including
incorporation  into Business Web Sites,  Acquired Software or Acquired Databases
where  applicable),  and all use of each  Third  Party  Software  Program by the
Company has been in full compliance with the applicable License or Licenses. Any
and all  Consents  to the  assignment  of any  License  which may be required to
consummate the  Contemplated  Transactions  shall be obtained prior to or on the
Closing Date.

       (h) The Marks, the Patents, the Copyrights,  the Mask Works, the Acquired
Software,  the Acquired Databases and the Business Web Sites (collectively,  the
"Intellectual Property Assets") are all those necessary for the operation of the
Business  as it is has been  conducted  by the  Company at any time prior to the
Effective  Date.  The Company is the owner (or the licensee  under a License) of
all  right,  title  and  interest  in and to each of the  Intellectual  Property
Assets, free and clear of all Encumbrances,  and has the right to use all of the

                                       17
Intellectual  Property  Assets without  payment to a Third Party,  other than in
respect of Licenses. Immediately subsequent to the Closing, the rights in and to
the Intellectual Property Assets will be owned by the Buyer on terms and subject
to conditions  identical to those prevailing for the Company as of the Effective
Date.

       (i) Section  4.14(i) of the  Disclosure  Schedule sets forth the form and
placement of the proprietary  legends and copyright  notices  displayed in or on
the  Intellectual  Property  Assets.  In no instance has the  eligibility of the
Intellectual  Property Assets for protection  under  applicable Laws relating to
Intellectual  Property  been  forfeited to the public  domain by omission of any
required notice or any other action.

       (j) Section 4.14(j) of the Disclosure  Schedule identifies each document,
instrument  or other  notification  made  available to users of the Business Web
Sites  governing the terms and  conditions on which such users have accessed the
Business  Web  Site,  including  the  Company's  privacy  policies,   terms  and
conditions of use and terms and  conditions of sale (the "Web Site  Documents"),
and the periods  during which each Web Site  Document was in force.  The Company
previously has made available to the Buyer a copy of each Web Site Document.

       (k) The Company has  enforced  the trade  secret  protection  program set
forth in  Section  4.14(k)  of the  Disclosure  Schedule  as it  relates  to the
Intellectual  Property,  and there has been no  violation of such program by any
person or entity.  The  Documentation  relating to the Web Sites,  the  Software
Programs,  the Databases and the Third Party Software Programs incorporated into
any of them (except for end user manuals and other items generally  delivered to
end users), (i) has at all times been maintained in strict confidence,  (ii) has
been  disclosed  by the Company  only to  employees  having a "need to know" the
contents  thereof in  connection  with the  performance  of their  duties to the
Company and (iii) has not been disclosed to any Third Party.

       (l)  All  personnel,   including  employees,   agents,  consultants,  and
contractors,  who have  contributed  to or  participated  in the  conception and
development  of  Business  Web Sites,  the  Acquired  Software  or the  Acquired
Databases  have  executed  nondisclosure  agreements  substantially  in the form
included in Section 4.14(l) of the Disclosure Schedule, and either (i) have been
party to a written  agreement  with the Company  that has  accorded  the Company
full,  effective,  exclusive and original ownership of all Intellectual Property
or (ii) have  executed  appropriate  instruments  of  assignment in favor of the
Company as  assignee  that have  conveyed  to the Company  full,  effective  and
exclusive  ownership  of  all  Intellectual  Property.  Section  4.14(l)  of the
Disclosure  Schedule  sets  forth a  complete  list of each  such  nondisclosure
agreement,  written  agreement  as to  ownership  of  Intellectual  Property  or
instrument of assignment.

       (m) The  Acquired  Software and the  Acquired  Databases  will perform in
accordance  with the  warranties  set  forth in the  Company's  licenses  to, or
agreements with, the end users.

       (n) The use of the  Business  Web Sites,  the  Acquired  Software and the
Acquired  Databases and the license,  sale or lease of the Acquired  Software or
the Acquired  Databases,  or of any part thereof, or of any copy, or of any part
thereof, do not and will not infringe on,  misappropriate,  or contribute to the
infringement of, any copyright,  trade secret, patents or any other exclusionary
right, of any Third Party in either the United States or any foreign country. No
Person has asserted against the Company a claim that the use,  license,  sale or
lease  of any of  Business  Web  Sites,  the  Acquired  Software,  the  Acquired
Databases  or the Third  Party  Software  Programs,  or any part of any of them,
infringes,  misappropriates  or  contributes to the  infringement  of any patent

                                       18
claim,  copyright  or trade secret right of any Third Party in either the United
States or any foreign country,  and to the Company's knowledge there is no basis
for any such claim.

       (o) Except with respect to demonstration  or trial copies,  no portion of
any Business Web Site,  Acquired  Software or Acquired Database contains or will
contain  any "back  door,"  "time  bomb,"  "Trojan  horse,"  "worm,"  "drop dead
device," "virus" or other software routines or hardware  components  designed to
(i) permit  unauthorized  access, (ii) disable or erase software,  hardware,  or
data or (iii) perform any other such similar actions.

       (p) Section 4.14(p) of the Disclosure Schedule sets forth a complete list
of all licenses,  sublicenses,  agreements,  and permissions,  as amended to the
Effective Date, as to any Intellectual Property,  including Third Party Software
Programs,   licensed  or   sublicensed   to  the  Company  by  any  Third  Party
(collectively,  the "Licenses"), and the Company has made available to the Buyer
correct and complete copies of all such Licenses. With respect to each License:

            (i) The License is legal,  valid,  binding,  enforceable and in full
force and effect, and will continue to be legal,  valid,  binding,  enforceable,
and in full force and effect  immediately after the Closing on terms and subject
to conditions  identical to those prevailing for the Company as of the Effective
Date;

            (ii) no party to the  License is in breach or  default  and no event
has  occurred  which with notice or lapse or time would  constitute  a breach or
default under the License or permit termination,  modification,  or acceleration
of the License;

            (iii) no underlying item of the Intellectual Property covered by the
License is subject to any  outstanding  judgment,  order,  decree,  stipulation,
injunction, or charge;

            (iv) no Proceeding is pending or is threatened  which challenges the
legality, validity, or enforceability of any underlying item of the Intellectual
Property covered by the License; and

            (v) The Company has not granted any sublicense or similar right with
respect to any License.

4.15.  Insurance

       As of the  Effective  Date,  the Seller  neither owns nor  maintains  any
insurance policies of any kind whatsoever.

4.16.  Contracts and Commitments

       (a) Section 4.16 of the Disclosure  Schedule  contains a complete list of
the  Contracts,  true and correct copies of each of which have been delivered or
made available to the Buyer. All of the Contracts are valid, binding and in full
force and effect and are  enforceable in accordance with their terms against all
other parties to such Contracts.  The Company and the Predecessor have performed
all  obligations  required to be performed by either of them to date and are not
in default in any material respect under any Contract to which either of them is
a party.  None of the Contracts  were arrived at or otherwise  reflect less than
arms' length negotiations or bargaining.

       (b) Except as set forth in Section 4.16 of the Disclosure  Schedule,  the
Company  is not a party to any  written  or oral  commitments  of the  following
types:

            (i)  contracts  for  employment  or  compensation  of any officer or
individual  employee,  not  terminable  without  further  liability  on 90 days'
notice;

            (ii) contracts with any labor union;

                                       19
(iii)  continuing  contracts  for the future  purchase of materials,
supplies, or equipment, at a cost of $10,000 or more, or to be delivered on more
than 90 days' notice;

            (iv) continuing contracts for the future provision of services;

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments, which cannot be terminated without further liability to
the Company upon no more than 90 days' notice;

            (vi) pension, profit sharing,  deferred compensation,  retirement or
stock  option  or stock  purchase  plans in effect  with  respect  to  officers,
employees or others;

            (vii) leases under which it is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the  acquisition of a business,  or  substantially
all of the  property,  assets or stock of a business  under  which there are any
continuing or unperformed obligations on the part of the Company; or

            (xi) any other contract,  agreement or commitment  involving $10,000
or more which is not terminable without further liability to the Company upon no
more than 90 days' notice.

4.17.  Banking Information

       As of the Effective  Date,  the Company does not own or maintain any bank
accounts or credit facilities of any kind whatsoever.

4.18.  Accounts Receivable

       As of the Effective  Date, the Company has no Accounts  Receivable of any
kind whatsoever.

4.19.  Compliance with Laws

       Except as set  forth in  Section  4.19 of the  Disclosure  Schedule,  the
Company is, and the Company and the Predecessor  have been, in compliance in all
respects  with  any  and  all  applicable  Laws.  Neither  the  Company  nor the
Predecessor has not received or entered into any citation,  complaints,  consent
order  compliance  schedules  or other  similar  enforcement  order or  received
written  notice from any  governmental  authority  that would  indicate that the
Company is not currently in compliance with all such Laws.

4.20.  Environmental Compliance

       (a) Except as set forth in Section  4.20,  neither  the  Company  nor the
Predecessor:

            (i) Ever has  violated,  and the Company  presently is in compliance
with, all Environmental Laws applicable to the Business;

            (ii) Has generated,  manufactured,  refined,  transported,  treated,
stored, handled,  disposed of, transferred,  produced or processed any Hazardous
Materials or any solid waste;

                                       20
(iii) Has any  knowledge  of the release or threat of release of any
Hazardous  Materials  from its products or from any of its currently or formerly
owned, operated or managed properties or facilities;

            (iv) Has: (A) entered  into or been  subject to any consent  decree,
compliance order, or  administrative  order with respect to any environmental or
health and safety  matter  relating to the  Business or any of its  currently or
formerly  owned,  operated or managed  properties  or  facilities,  (B) received
notice under the citizen suit provision of any  Environmental  Law in connection
with the Business or any of its currently or formerly owned, operated or managed
properties  or  facilities,  (C) received any written  request for  information,
demand letter,  administrative inquiry, or formal or informal complaint or claim
with respect to any  environmental  or health and safety matter  relating to the
Business  or any  of  its  properties  or  facilities  or  been  subject  to any
governmental or citizen  enforcement action with respect to any environmental or
health and safety  matter  relating to the Business or any of its  properties or
facilities,  and has no knowledge that any matters  described in clauses (A)-(D)
above  will be  forthcoming;  in any such case as would  have or  reasonably  be
expected to have a material adverse change on the Company or its operations.

       (b) No lien has been imposed on any of the  properties  or  facilities of
the Company by any governmental  agency at the federal,  state, local or foreign
level in connection with the presence of any Hazardous Materials.

4.21.  Employees

       As of the  Effective  Date,  the Company has no  managers,  employees  or
contractors other than the Stockholders. Since the incorporation of the Company,
the Company has not incurred any  obligation to pay any amount of  compensation,
including salary or bonus, to any Stockholder.

4.22.  ERISA

       Neither  the  Company  nor  any  ERISA  Affiliate  has  ever  maintained,
sponsored,  contributed  to or incurred any liability  under any Plan subject to
Section 412 of the Code or Title IV of ERISA.  Neither the Company nor any ERISA
Affiliate  has ever  incurred any  obligation  to contribute to or any liability
under any  "multi-employer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA or ever participated in any "multiple employer plan" within the meaning of
Section  413(c) of the Code.  The written  terms of each Plan are, and the Plans
have been administered, in compliance with the requirements of ERISA, and, where
applicable, Section 401 of the Code. There are not now, nor have there been, any
transactions  involving any Plan which is prohibited under ERISA or the Code. As
of the Effective Date, there are no pending or threatened claims by or on behalf
of any Plan or by any  employee of the Company  alleging a breach or breaches of
fiduciary  duties or violations of other  applicable  state or federal law which
could  result in liability on the part of the Company or any Plan under ERISA or
any other law, nor is there any basis for such a claim.  All  returns,  reports,
disclosure  statements and premium payments  required to be made under ERISA and
the Code with  respect to the Plans have been timely  filed or  delivered.  Each
Plan that is  intended  to be  qualified  under  Section  401(a) of the Code has
received a determination  letter from the Internal  Revenue Service covering all
amendments  required to be adopted to date, and there are no circumstances which
exist that are reasonably likely to adversely affect the tax-qualified status of
such Plan or result in the revocation of such letter. The Company and each ERISA
Affiliate have made all  contributions  and payments required to be made to each
Plan within the time prescribed by law or, if earlier, the terms of the Plan.

                                       21
4.23.  Inspection of Records

       To the best of the Stockholders'  ability,  the Company has made, or will
make,  available  for  inspection  to the Buyer  full and  complete  information
concerning  the  Company's  customers,  suppliers,  vendors,  referral  sources,
consultants  and all aspects of the Business,  including  complete copies of any
customer, vendor, consulting, management and supplier contracts.

4.24.  Brokers' Commissions

       The Company has not entered into any agreement or understanding  with any
person,  firm or entity to become  indirectly a party to any agreement,  for the
payment or any  commission,  finders or brokerage  fee in  connection  with this
Agreement and the transaction  contemplated hereof. The Company hereby agrees to
indemnify and hold the Buyer harmless for any breach of the representations made
in this Section 4.24.

4.25.  Accuracy of Information

       All information  provided to the Buyer by the Company or the Stockholders
as an inducement to the Buyer to enter into this Agreement or in compliance with
the  provisions  of this  Agreement are accurate and complete and do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the statements made in the light of the circumstances
under which they were made, not misleading.

4.26.  Acquisition of the Buyer Shares

       (a) Each  Stockholder  is acquiring  the Buyer Shares for his, her or its
own account  for  investment  and not with a view to, or for sale in  connection
with, any distribution  thereof,  nor with any present intention of distributing
or  selling  the  same;  and no  Stockholder  has any  present  or  contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

       (b)  The  Stockholders  have  reviewed   carefully  the   representations
concerning the Buyer  contained in this  Agreement,  have made detailed  inquiry
concerning the Buyer, its business and its personnel;  the officers of the Buyer
have made available to the  Stockholders any and all written  information  which
they have  requested and have answered to each  Stockholder's  satisfaction  all
inquiries made by any Stockholder; and each Stockholder has sufficient knowledge
and  experience in investing in companies  similar to the Buyer so as to be able
to  evaluate  the risks and merits of its  investment  in the Buyer and are able
financially to bear the risks thereof.

                                       5.
                   Representations and Warranties of the Buyer

       As a material  inducement  to the Company and the  Stockholders  to enter
into this  Agreement,  the Buyer  represents  and  warrants  to the  Company and
Stockholders as follows:

5.01.  Organization

       The Buyer is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the State of Nevada and has full corporate power
to conduct the Business as now  conducted  and as to be conducted  following the
Closing. The Buyer is duly qualified to do business as a foreign corporation and
is in good standing in every  jurisdiction  where such qualification is required
or will be required  by virtue of the  Buyer's  purchase  and  operation  of the
Assets.

                                       22
5.02.  Capitalization

       The  authorized  capital  stock of Buyer  consists of  100,000,000  Buyer
Shares, of which 8,445,763 shares are issued and outstanding as of the Effective
Date. The Buyer Shares to be issued  pursuant to Section 2.02 of this Agreement,
upon  issuance,  will  be  duly  authorized,  validly  issued,  fully  paid  and
nonassessable common shares of the Buyer.

5.03.  Authority for Agreements

       The  execution  and  delivery of and  performance  under the  Transaction
Documents and the  consummation  of the  Contemplated  Transactions by the Buyer
have been duly  authorized by all necessary  corporate  action.  The Transaction
Documents  have been duly  executed and  delivered  by the Buyer and  constitute
valid and binding  obligations of the Buyer enforceable in accordance with their
respective  terms.  The execution of and  compliance  with the provisions of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Buyer will not violate any  provision of law and will not  conflict  with or
result in any  breach  of any of the  terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws  of the  Buyer  or any  material  indenture,  lease,  agreement  or other
instrument to which the Buyer is a party or by which it or any of its properties
is bound, or any decree, judgment, order, statute, rule or regulation applicable
to the Buyer.

5.04.  Governmental Authorizations

       No Governmental  Authorization of or from any  Governmental  Authority is
required on the part of the Buyer in connection with the execution, delivery and
performance  of the  Transaction  Documents and the  Contemplated  Transactions,
including the offer,  issuance,  sale and delivery of the Buyer  Shares,  except
such  filings as shall have been made prior to and shall be  effective on and as
of the Closing  (other than filings  required to be made after the Closing under
applicable  federal and state  securities  laws,  which  filings will be made in
accordance with such laws). Based in relevant part on the  representations  made
by the Company and the  Stockholders in Section 5 of this  Agreement,  the offer
and sale of the Buyer  Shares to the  Company  and the  Stockholders  will be in
compliance with applicable Federal and state securities laws.

5.05.  Litigation

       There is no Proceeding, pending, or, to the Buyer's knowledge, any threat
thereof,  against the Buyer,  which  questions the validity of this Agreement or
the  right  of the  Buyer  to  enter  into it,  or  which  might  cause,  either
individually or in the aggregate, a Material Adverse Change in the Buyer.

5.06.  Financial Statements and Reports; Absence of Liabilities

       (a) The Buyer  previously has delivered to each Stockholder a copy of the
following  periodic  reports  and  statements  filed by the  Buyer  with the SEC
(collectively, the "Buyer Reports"):

            (i) The  Buyer's  Annual  Report on Form  10-KSB for the fiscal year
ended December 31, 2001, as filed with the SEC on April 17, 2002;

            (ii) The  Buyer's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended March 31, 2002, as filed with the SEC on May 21, 2002;

            (iii) The  Buyer's  Quarterly  Report on Form  10-QSB for the fiscal
quarter  ended  June 30,  2002,  as filed with the SEC on August  14,  2002,  as
amended by filings on Form  10-QSB/A  filed with the SEC on August 15,  2002 and
September 3, 2002;

                                       23

            (iv) The  Buyer's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter ended September 30, 2002 (the "Financial Reporting Date"), as filed with
the SEC on November 15, 2002;

            (v) The Buyer's  Current Report on Form 8-K dated April 23, 2002, as
filed with the SEC on April 24, 2002, as amended by a filing on Form 8-K/A filed
with the SEC on May 29, 2002;

            (vi) The Buyer's Current Report on Form 8-K dated August 7, 2002, as
filed with the SEC on August 20, 2002; and

            (vii) The  Buyer's  Current  Report on Form 8-K dated  November  19,
2002, as filed with the SEC on November 27, 2002.

       (b) Since the Financial  Reporting  Date, the Company has not incurred or
otherwise  become  subject  to any  Liabilities  not set forth in the  financial
statements  set forth in the Buyer  Reports  except  in the  Ordinary  Course of
Business or as contemplated by this Agreement.

5.07.  Compliance with Laws

       The Buyer is and has been in material compliance in all respects with any
and all Laws applicable to the Buyer. The Buyer has not received or entered into
any  citations,  complaints,  consent  orders,  compliance  schedules,  or other
similar  enforcement  orders or received  written  notice from any  Governmental
Authority  that  would  indicate  that the Buyer is not  currently  in  material
compliance with all applicable Laws.

5.08.  Broker's Commissions

       The Buyer has not entered into any  agreement or  understanding  with any
person,  firm or entity,  or become  indirectly a party to any agreement for the
payment  of a  commission  finder's  or  broker's  fee in  connection  with this
Agreement and the transaction contemplated hereby. The Buyer shall indemnify and
hold  the  Company  and  the  Stockholders   harmless  for  any  breach  of  the
representations made in this Section 5.08.

5.09.  Accuracy of Information

       All information  provided to the Company or the Stockholders by the Buyer
as an  inducement  to the  Company  and the  Stockholders  to  enter  into  this
Agreement or in compliance  with the  provisions of this  Agreement are accurate
and do not contain any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  in  order to make  the  information,  in light of the
circumstances under which they were given, not misleading.

                                       6.
                          Obligations Prior to Closing

6.01.  Operation of Business

       The Company  agrees,  that,  from the Effective  Date through the Closing
Date,  the Company  shall  conduct  the  Business  and its  affairs  only in the
Ordinary Course of Business.

6.02.  Access to Books and Records

       From and after the  Effective  Date,  the Company shall (a) afford to the
officers, employees and representatives of the Buyer full and free access to its
Assets, personnel, properties, records and books of account at times and places

                                       24
reasonably  acceptable  to the  Buyer  and  the  Company,  (b)  furnish  to such
officers,  employees and  representatives  such other  information  as the Buyer
reasonably may request, and (c) authorize its accountants and auditors to permit
the  Buyer's  independent  public  accountants  and  representatives  to examine
records and working papers pertaining to the Company's financial statements. The
Buyer agrees to treat all such material as confidential and not make use of such
materials  except for the purposes  expressed in this Agreement  unless such use
comes to the public domain through no act or omission of the Buyer.

6.03.  Negative Covenants

       The Company  covenants  that from the Effective  Date through the Closing
Date,  without the prior  written  consent of the Buyer,  the Company  will not,
except in the Ordinary Course of Business:

       (a) enter  into any  written or oral  Contract  of the  following  types,
without the express written consent of the Buyer:

            (i) contracts for the employment or compensation of any Stockholder,
manager, officer, director, or individual employee;

            (ii) contracts with any labor union;

            (iii)  continuing  contracts  for the future  purchase of  inventory
materials, supplies, or equipment at a cost of $10,000 or more;

            (iv) continuing contracts for future services;

            (v)  distribution  or  agency  contracts,  franchise  contracts,  or
advertising commitments;

            (vi) pensions,  profit sharing,  deferred  compensation  retirement,
stock option,  stock purchase plans,  health group  insurance,  or similar plans
with respect to officers, directors, employees, or others;

            (vii) leases under which the Company is lessor or lessee;

            (viii)  underwriting  agreements  or  agreements  with a  broker  or
finder;

            (ix) consulting agreements;

            (x) contracts for the acquisition of a business or substantially all
of the property, assets or stock of a business; or

            (xi) any other contract,  agreement, or commitment involving $10,000
or more.

       (b) declare  or pay  any  dividend,  or  make  any  distribution  of its
properties  or assets to the  Stockholders,  or allow the issuance of any of its
securities,  except in  connection  with the exercise or  conversion of existing
rights;

       (c) discharge or satisfy any lien or encumbrance or pay any obligation or
liability except for operating expenses in the Ordinary Course of Business;

       (d)  make any change in its Articles of Incorporation or Bylaws;

                                       25
(e)  issue  any  capital  stock or other  corporate  securities  or grant
options,  warrants or rights of any kind to purchase any of its capital stock or
membership interests, except as described in this Agreement;

       (f)  subject  any  of  its  assets,   tangible  or  intangible,   to  any
Encumbrance;

       (g) make any payment,  or contract for payment of any bonus,  gratuity or
other compensation,  or increase the rate or form of compensation payable to any
agent or employee,  except salary adjustments in the Ordinary Course of Business
for employees who are not Stockholders,  managers,  officers or directors of the
Company;

       (h) dispose of any of its  properties  or assets  except in the  Ordinary
Course of Business;

       (i) incur any indebtedness, except for operating expenses in the Ordinary
Course of Business,  not allow any Material Adverse Change to be made, nor allow
any  tax or  other  liability  to be  extended  by  waiver  of the  statutes  of
limitation or otherwise;

       (j) make any loan to,  borrow any money from,  or enter into any contract
or  understanding  with, any  Stockholder,  manager,  officer or director of the
Company; or

       (k) enter  into any  transaction  other  than in the  Ordinary  Course of
Business.

6.04. Affirmative Covenants

       The Company  covenants  that from the Effective  Date through the Closing
Date, the Company will:

       (a) keep its  property  and  assets  insured  consistent  with its  prior
practices in respect thereto;

       (b) perform in the normal course of business all of its obligations under
contracts,  leases and  documents  relating to or affecting the Business and its
assets and properties; and

       (c)  use its  best  efforts  to  preserve  intact  the  Business  and the
Company's  organization,  agencies and goodwill, to the end that the Buyer shall
continue to operate the Business as a going  business as now  constituted  after
the Company Shares are acquired by the Buyer.

                                       7.
                            Post-Closing Obligations

7.01.  Access to Records

       From and after the Closing Date,  the  Stockholders  shall (a) permit the
Buyer and its employees, agents, officers,  accountants, legal counsel and other
representatives  to have access to the books,  records,  files,  agreements  and
other  information in the possession of the  Stockholders or the Predecessor and
(b) use their  best  efforts  to permit  the  Buyer and its  employees,  agents,
officers, accountants, legal counsel and other representatives to have access to
the  employees,   officers  counsel,  accountants  and  representatives  of  the
Stockholders  or the  Predecessor;  at all times as reasonably  requested by the
Buyer for the purpose of  investigating  or defending any claim made against the
Business.  The Buyer shall permit the Stockholders  and their agents  reasonable
access to the books and  records of the  Company  for a period of one year after
the Closing for the purpose of preparing the Company's final tax return.

                                       26

7.02.  Further Assurances

       Following the Closing,  the Stockholders and the Buyer each shall execute
and deliver such  documents,  and take such other action as shall be  reasonably
requested by any other Party to carry out the Contemplated Transactions.

7.03.  Transfer of Buyer Shares

       (a)  Neither the Buyer  Shares  issued  pursuant to Section  2.02 of this
Agreement,  nor any other shares of capital stock of the Buyer issued in respect
of such  Buyer  Shares  as a result  of  splits,  dividends,  reclassifications,
recapitalizations,    or   similar   events   (collectively,   the   "Restricted
Securities"),  may be  offered  or sold  except  (i)  pursuant  to an  effective
registration  statement  under the  Securities  Act or (ii) if the Company first
shall have been furnished with an opinion of legal counsel or other evidence, in
either case reasonably satisfactory to the Company, to the effect that such sale
or transfer is exempt from the registration requirements of the Securities Act.

       (b)  Except as  provided  in  Section  7.03(c)  of this  Agreement,  each
certificate  representing  Restricted  Securities  issued to a Stockholder shall
bear the following legend (the "Private Placement Legend") on the face thereof:

       the securities  represented by this  certificate  have not been
       registered  under the  Securities  Act of 1933, as amended (the
       "Securities  Act"),  and may not be offered,  sold or otherwise
       transferred,  pledged  or  hypothecated  unless  and until such
       securites are registered under the Securities Act or an opinion
       of  counsel  or  other  evidence,  in  either  case  reasonably
       satisfactory  to the  Company,  is  obtained to the effect that
       such registration is not required.

       (c)  Notwithstanding the provisions of Section 7.03(a) of this Agreement,
no  registration  or  opinion of counsel  shall be  required  for (i) a transfer
without  payment  of value  by a Holder  which  is a  partnership  or a  limited
liability  company to a partner of such  partnership or a member of such limited
liability  company or a retired partner of such  partnership or a retired member
of such limited  liability  company who retires after the date hereof, or to the
estate of any such partner,  member,  retired partner or retired member,  if the
transferee  agrees in writing to be subject to the terms of this Section 7.03 to
the same extent as if he, she or it were an  original  party  hereto;  or (ii) a
transfer made in accordance with Rule 144 under the Securities Act.

       (d) Upon the transfer,  exchange or replacement of Restricted  Securities
bearing the Private Placement Legend,  the Company shall deliver only Restricted
Securities,  as applicable,  that bear the Private Placement Legend, unless: (i)
such  transfer or exchange is  effected  pursuant to an  effective  registration
statement  under the Securities  Act; or (ii) in the case of Buyer Shares,  such
Buyer Shares were acquired pursuant to an effective registration statement under
the  Securities  Act; or (iii) there is  delivered  to the Company an opinion of
legal counsel or other evidence,  in either case reasonably  satisfactory to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Securities Act.

       (e)  By  its  acceptance  of  any  certificate   representing  Restricted
Securities  and  bearing  the  Private   Placement   Legend,   each  Stockholder
acknowledges the restrictions on transfer of the Restricted Securities set forth
in  this  Section  7.03  and  agrees  that it  shall  transfer  such  Restricted
Securities only as provided in this Section 7.03.

                                       27
8.
                     Remedies for Breaches of This Agreement

8.01.  Survival of Representations and Warranties

       All of the  representations  and  warranties of the Parties  contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any  misrepresentation  or breach of  warranty  or
covenant at the time of Closing) and  continue in full force and effect  forever
thereafter (subject to any applicable statutes of limitations).

8.02.  Indemnification Provisions for Benefit of the Buyer

       (a) In the event that the Company or any Stockholder  breaches (or in the
event any Third Party alleges  facts that, if true,  would mean that the Company
or any Stockholder has breached) any of their representations,  warranties,  and
covenants  contained herein,  then each of the Stockholders  agrees to indemnify
the Buyer from and against the  entirety of any Adverse  Consequences  the Buyer
may suffer through and after the date of the claim for indemnification resulting
from,  arising out of, relating to, in the nature of, or caused by the breach or
alleged breach.

       (b) Each of the  Stockholders  agrees to  indemnify  the  Buyer  from and
against the entirety of any Adverse  Consequences the Buyer may suffer resulting
from,  arising out of, relating to, in the nature of, or caused by any Liability
of the Company (i) for any Taxes of the Company or the Predecessor  with respect
to any Tax year or portion  thereof ending on or before the Closing Date (or for
any Tax year  beginning  before and ending  after the Closing Date to the extent
allocable  (determined  in a  manner  consistent  with  Section  9.03))  of this
Agreement  to the  portion  of such  period  beginning  before and ending on the
Closing Date), to the extent such Taxes are not reflected in the reserve for Tax
Liability  (rather than any reserve for deferred  Taxes  established  to reflect
timing  differences  between  book  and Tax  income)  shown  on the  face of the
Financial Statements (rather than in any notes thereto), and (ii) for the unpaid
Taxes of any Person  (other  than any of the Company or the  Predecessor)  under
Reg.  ss.1.1502-6 (or any similar provision of state, local, or foreign law), as
a transferee or successor, by contract, or otherwise.

8.03.  Indemnification Provisions for Benefit of the Stockholders

       In the event the Buyer  breaches (or in the event any Third Party alleges
facts  that,   if  true,   would  mean  the  Buyer  has  breached)  any  of  its
representations,  warranties,  and covenants  contained  herein,  then the Buyer
agrees to indemnify  each of the  Stockholders  from and against the entirety of
any Adverse  Consequences  the Stockholder may suffer through and after the date
of the claim for indemnification resulting from, arising out of, relating to, in
the nature of, or caused by the breach or alleged breach.

8.04.  Matters Involving Third Parties

       (a) If any Third Party shall notify any Party (the  "Indemnified  Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against any other Party (the  "Indemnifying  Party")
under this  Section 8, then the  Indemnified  Party  promptly  shall notify each
Indemnifying Party thereof in writing;  provided,  however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying  Party shall relieve
the Indemnifying Party from any obligation  hereunder unless (and then solely to
the extent) the Indemnifying Party is prejudiced thereby.

       (b) Any Indemnifying  Party will have the right to defend the Indemnified
Party  against  the Third  Party  Claim with  counsel  of its choice  reasonably

                                       28
satisfactory  to the  Indemnified  Party so long as (i) the  Indemnifying  Party
notifies the Indemnified Party in writing,  within 15 days after the Indemnified
Party has given notice of the Third Party  Claim,  that the  Indemnifying  Party
will indemnify and defend the Indemnified Party from and against the entirety of
any  Adverse  Consequences  the  Indemnified  Party may suffer  resulting  from,
arising  out of,  relating  to, in the nature  of, or caused by the Third  Party
Claim; (ii) the Indemnifying  Party provides the Indemnified Party with evidence
reasonably  acceptable to the Indemnified Party that the Indemnifying Party will
have the financial resources to defend against the Third Party Claim and fulfill
its indemnification  obligations hereunder; (iii) the Third Party Claim involves
only money damages and does not seek an injunction  or other  equitable  relief,
(iv)  settlement  of, or an adverse  judgment  with  respect to, the Third Party
Claim is not, in the good faith  judgment of the  Indemnified  Party;  likely to
establish a precedential  custom or practice adverse to the continuing  business
interests of the Indemnified  Party; and (v) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently.

       (c) So long as the  Indemnifying  Party is conducting  the defense of the
Third Party Claim in accordance with Section 8.04(b) above,  (i) the Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in the defense of the Third Party Claim;  (ii) the Indemnified Party
will not consent to the entry of any judgment or enter into any settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnifying  Party,  which  will not be  withheld  unreasonably;  and (iii) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party, which will not be withheld unreasonably.

       (d) In the event any of the  conditions  in Section  8.04(b)  above is or
becomes unsatisfied,  however, (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any  settlement  with respect
to, the Third Party Claim in any manner it reasonably may deem  appropriate (and
the  Indemnified  Party need not consult with,  or obtain any consent from,  any
Indemnifying  Party in connection  therewith);  (ii) the Indemnifying Party will
reimburse  the  Indemnified  Party  promptly and  periodically  for the costs of
defending  against  the  Third  Party  Claim  (including   attorneys'  fees  and
expenses);  and (iii) the Indemnifying  Parties will remain  responsible for any
Adverse  Consequences the Indemnified  Party may suffer resulting from,  arising
out of, relating to, in the nature of, or caused by the Third Party Claim to the
fullest extent provided in this Section 8.

8.05.  Other Indemnification Provisions

       The foregoing  indemnification  provisions are in addition to, and not in
derogation of, any  statutory,  equitable,  or common law remedy  (including any
such remedy arising under any Environmental Law) any Party may have with respect
to the Company or the Contemplated Transactions. Each of the Stockholders hereby
agrees  that he, she or it will not make any claim for  indemnification  against
the  Company by reason of the fact that he, she or it was a  director,  officer,
employee,  or agent of the  Company or was serving at the request of the Company
as a partner, trustee,  director,  officer, employee, or agent of another entity
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
the Buyer  against any  Stockholder  (whether  such  action,  suit,  proceeding,
complaint,  claim, or demand is pursuant to this  Agreement,  applicable law, or
otherwise).

                                       9.
                                   Tax Matters

       The following provisions shall govern the allocation of responsibility as
between the Buyer and the  Stockholders  for certain tax matters  following  the
Closing Date:

                                       29
9.01.  Tax Periods Ending on or Before the Closing Date

       The Buyer shall  prepare or cause to be prepared  and file or cause to be
filed all Tax Returns for the Company or the  Predecessor for all periods ending
on or prior to the  Closing  Date which are filed after the  Closing  Date.  The
Buyer  shall  permit the  Stockholders  to review  and  comment on each such Tax
Return  described in the preceding  sentence prior to filing.  The  Stockholders
shall  reimburse  the Buyer for Taxes of the  Company  or the  Predecessor  with
respect to such periods within 15 days after payment by the Buyer or the Company
of such Taxes to the extent such Taxes are not  reflected in the reserve for Tax
Liability  (rather than any reserve for deferred  Taxes  established  to reflect
timing  differences  between  book  and Tax  income)  shown  on the  face of the
Financial Statements.

9.02.  Tax Periods Beginning Before and Ending After the Closing Date

       The Buyer shall  prepare or cause to be prepared  and file or cause to be
filed any Tax Returns of the Company or the  Predecessor  for Tax periods  which
begin before the Closing Date and end after the Closing Date.  The  Stockholders
shall pay to the Buyer,  within 15 days  after the date on which  Taxes are paid
with respect to such periods, an amount equal to the portion of such Taxes which
relates to the portion of such Taxable  period ending on the Closing Date to the
extent such Taxes are not  reflected  in the reserve for Tax  Liability  (rather
than any reserve for deferred Taxes  established  to reflect timing  differences
between book and Tax income) shown on the face of the Financial Statements.  For
purposes of this  Section  9.02,  in the case of any Taxes that are imposed on a
periodic  basis and are payable for a Taxable period that includes (but does not
end on) the Closing  Date,  the portion of such Tax which relates to the portion
of such  Taxable  period  ending on the Closing Date shall (i)in the case of any
Taxes other than Taxes based upon or related to income or receipts, be deemed to
be the  amount  of such  Tax for the  entire  Taxable  period,  multiplied  by a
fraction,  the  numerator  of which is the number of days in the Taxable  period
ending on the Closing Date and the denominator of which is the number of days in
the entire Taxable period; and (ii) in the case of any Tax based upon or related
to income or  receipts,  be deemed equal to the amount which would be payable if
the relevant Taxable period ended on the Closing Date. Any credits relating to a
Taxable period that begins before and ends after the Closing Date shall be taken
into account as though the relevant  Taxable  period ended on the Closing  Date.
All determinations  necessary to give effect to the foregoing  allocations shall
be made in a  manner  consistent  with  prior  practice  of the  Company  or the
Predecessor.

9.03.  Cooperation on Tax Matters

       (a) The Buyer, the Company and the Stockholders shall cooperate fully, as
and to the extent  reasonably  requested by any other Party,  in connection with
the filing of Tax Returns  pursuant to this  Section 9 and any  Proceeding  with
respect to Taxes.  Such  cooperation  shall  include the retention and (upon any
other  Party's  request)  the  provision  of records and  information  which are
reasonably  relevant to any such Proceeding and making employees  available on a
mutually  convenient basis to provide additional  information and explanation of
any material provided  hereunder.  The Company and the Stockholders agree (i) to
retain all books and  records  with  respect  to Tax  matters  pertinent  to the
Company  relating to any Taxable period  beginning before the Closing Date until
the expiration of the statute of limitations (and, to the extent notified by the
Buyer or the  Stockholders,  any extensions  thereof) of the respective  Taxable
periods,  and to abide by all record retention  agreements entered into with any
Taxing  Authority;  and (ii) to give the other Party  reasonable  written notice
prior to transferring,  destroying or discarding any such books and records and,
if the other Party so requests, the Company or the Stockholders, as the case may
be, shall allow the other Party to take possession of such books and records.

                                       30
(b) The Buyer and the Stockholders  further agree,  upon request,  to use
their  best  efforts  to  obtain  any  certificate  or other  document  from any
Governmental  Authority  or any other  Person as may be  necessary  to mitigate,
reduce or eliminate any Tax that could be imposed, including with respect to the
contemplated transactions.

       (c) The Buyer and Stockholders  further agree,  upon request,  to provide
the other Party with all information that either Party may be required to report
pursuant to Section  6043 of the Code and all  Treasury  Department  Regulations
promulgated thereunder.

9.04.  Certain Taxes

       All transfer, documentary, sales, use, stamp, registration and other such
Taxes and fees  (including  any penalties  and interest)  incurred in connection
with this  Agreement  (including  any New York State  Gains  Tax,  New York City
Transfer Tax and any similar tax imposed in other states or subdivisions), shall
be paid by the Stockholders  when due, and the  Stockholders  will, at their own
expense,  file all necessary Tax Returns and other documentation with respect to
all such transfer,  documentary, sales, use, stamp, registration and other Taxes
and fees, and, if required by applicable law, the Buyer will, and will cause its
affiliates  to,  join  in the  execution  of any  such  Tax  Returns  and  other
documentation.

                                      10.
                              Amendment and Waiver

10.01. Assignment and Amendment of Agreement

       This Agreement  shall not be assignable by any of the Parties except with
the written  consent of the  others.  This  Agreement  may be amended by written
agreement of the Parties and any such amendment may:

       (a) change the time or place for performance of any of the obligations or
acts of the Parties,  including  changes of time and date of the Closing Date or
of the place of Closing;

       (b) waive any inaccuracies in or modify the representations  contained in
this  Agreement  or in any  Exhibits  or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

       (c) waive compliance with or modify any of the covenants herein contained
and waive or modify performance of any obligations of the Parties.

10.02. Waiver

       Any  forbearance,  failure  or  delay  by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                      11.
                               General Provisions

11.01. Notices

       All  notices,  consents,   requests,  waivers  and  other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or

                                       31
confirmed facsimile or electronic mail transmission,  (y) one day after delivery
to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 11.01, may designate from time to time:

       (a) If to the Buyer or to the          With a copy to:
           Company following Closing,to:
                                              Baker, Donelson, Bearman &
           Provectus Pharmaceuticals, Inc.    Caldwell, P.C.
           Attention: President               Attention: David L. Morehous, Esq.
           7327 Oak Ridge Highway, Suite B    Riverview Tower, Suite 2200
           Knoxville, TN 37931                900 South Gay Street
           Facsimile: 865.539.9654            Knoxville, TN 37902
           Email:                             Facsimile: 865.525.8569
                                              Email: dmorehous@bdbc.com

       (b) If to the Stockholders or to the Company prior to the Closing, to:

           Pure-ific, L.L.C.
           Attention: Avid Amiri
           1240 Harvard Avenue
           Salt Lake City, UT 84105
           Facsimile:
           Email:

11.02. Entire Agreement

       This  Agreement  and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

11.03. Severability

       The  invalidity or  unenforceability  of any provision of this  Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

11.04. Governing Law; Venue of Actions

       This  Agreement  shall be governed and construed in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

11.05. Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an  original,  but all of which  shall be one and the same
document.

                                       32
Signatures

       IN WITNESS WHEREOF,  the undersigned Parties have executed this Agreement
on and as of the Effective Date.

                                         Provectus Pharmaceuticals, Inc., a
                                         Nevada corp               (the "Buyer")

                                             By: /s/ Timothy C. Scott
                                                 -------------------------------
                                             Name:  Timothy C. Scott
                                                   -----------------------------
                                             Title: President
                                                   -----------------------------

                                         Pure-ific Corporation, a Nevada
                                         corporation             (the "Company")

                                             By: /s/ Avid Amiri
                                                 -------------------------------
                                             Name: Avid Amiri
                                                   -----------------------------
                                             Title: President and Secretary
                                                   -----------------------------

                                         Avid Amiri, an individual resident of
                                         the State of Utah             ("Amiri")

                                             Signed: /s/ Avid Amiri
                                                    ----------------------------

                                         Daniel Urmann, an individual resident
                                         of the State of Utah         ("Urmann")

                                             Signed: /s/ Daniel Urmann
                                                    ----------------------------

                                       33
EXHIBIT 4.1
                                Warrant Agreement

       This Warrant Agreement (this  "Agreement") is made and entered into as of
December 5, 2002 (the "Effective Date") by and among Provectus  Pharmaceuticals,
Inc.,  a Nevada  corporation  (the  "Company");  and the persons  identified  on
Exhibit A hereto (each, a "Holder" and, collectively, the "Holders").

                                    Recitals

       A. The  Company  has  agreed  to issue to the  Holders,  on the terms and
subject to the  conditions  set forth in this  Agreement,  a number of warrants,
each  entitling the Holder  thereof to purchase one share of Common Stock at the
Exercise  Price set forth in Section  3.01 and during  the  Exercise  Period set
forth in Section 3.02 (the "Warrants").

                                       1
                                    Agreement

       THEREFORE,  in  consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties to this Agreement hereby agree as follows:

                                       1.
                         Definitions and Interpretation

1.01.  Certain Definitions

       As used  in this  Agreement,  the  following  terms  have  the  following
definitions:

       (a)  "Affiliate"  means any  Person  who now or  hereafter,  directly  or
indirectly through one or more intermediaries, Controls, is Controlled by, or is
under common Control with, another Person.

       (b) "Business  Day" means a day other than  Saturday,  Sunday or a day on
which banks are not open for business in Nashville, Tennessee.

       (c) "Board"  means the Board of Directors of the Company or any committee
thereof duly authorized to act on behalf of such Board of Directors.

       (d) "Combination" means an event in which the Company  consolidates with,
merges with or into, or sells all or substantially  all of its assets to another
Person.

       (e) "Common Stock" means the Company's Common Stock, par value $.001.

       (f) "Control" means the possession,  directly or indirectly, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether  through the  ownership  of voting  stock or  interests,  by contract or
otherwise.

       (g) "Exchange Act" means the Securities Exchange Act of 1934.

       (h) "Exercise  Date" means,  for a given  Warrant,  the day on which such
Warrant is exercised pursuant to Section 3.4.

                                       1
(i) "Fair  Market  Value" per share of Common  Stock means the average on
the applicable date of the high and low prices of a share of Common Stock on the
principal national  securities exchange on which shares of Common Stock are then
trading,  or, if shares were not traded on such date,  then on the net preceding
date on which a trade  occurred;  or if Common Stock is not traded on a national
securities  exchange but is listed on the Nasdaq Stock  Market  ("Nasdaq"),  the
last reported sale price on such date as reported by Nasdaq;  or if Common Stock
is not traded on a national securities exchange and is not listed on Nasdaq, the
closing  bid  price  (or  average  bid  prices)  last  quoted on such date by an
established quotation service for over-the-counter securities; or (iv) if Common
Stock is not traded on a national securities  exchange,  is not listed on Nasdaq
and is not otherwise  publicly  traded on such date,  the fair market value of a
share of  Common  Stock as  established  by the Board  acting in good  faith and
taking into  consideration  all factors  which it deems  appropriate,  including
recent  sale or  offer  prices  for the  Common  Stock in  private  arm's-length
transactions.

       (j) "Issue Date" means the date the Warrants are issued.

       (k)  "Person"  means an  individual,  partnership,  corporation,  limited
liability  company,  trust,  unincorporated  organization,   association,  joint
venture or a government or agency or political subdivision thereof.

       (l) "Securities Act" means the Securities Act of 1933.

       (m)  "Warrant  Certificate"  means a  registered  certificate  evidencing
Warrants issued by the Company under this Agreement.

       (n)  "Warrant  Shares"  mean the  shares of Common  Stock  (and any other
securities) for which the Warrants are exercisable.

1.02.  Other Definitions

       Terms defined in other  provisions of this Agreement have the definitions
given in those provisions.

1.03.  Rules of Interpretation

       (a) Each term defined in the  singular  form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

       (b)  Unless  otherwise  specified  therein,  all  terms  defined  in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

       (c) The words "hereof," "herein," "hereunder" and similar terms when used
in this  Agreement  refer to this Agreement as a whole and not to any particular
provision of this  Agreement,  and article,  section,  subsection,  schedule and
exhibit  references  herein are references to articles,  sections,  subsections,
schedules and exhibits to this Agreement unless otherwise specified.

       (d) A reference to any  agreement,  document or instrument  refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

                                      2
(e) Except as  otherwise  specified,  a reference to any  applicable  law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

       (f) The words  "including" and "include" means including without limiting
the generality of any  description  preceding such term, the phrase "may not" is
prohibitive and not permissive, and the word "or" is not exclusive.

       (g) All  accounting  terms  not  specifically  defined  herein  shall  be
construed in
accordance with GAAP. All terms used in Article 9 of the Uniform Commercial Code
as enacted in the State of Nevada and not  specifically  defined herein are used
herein as defined therein.

       (h) Unless  otherwise  stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.  Headings

       The headings preceding the text of the sections of this Agreement and the
exhibits  hereto are for  convenience  only and shall not be deemed part of this
Agreement.

1.05.  Construction

       The language  used in this  Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual  intent,  and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                              Warrant Certificates

2.01.  Issuance

       On the terms and subject to the conditions of this Agreement, on one or
more Issue Dates,  the Company will issue Warrants for the purchase of shares of
Common Stock,  in such  denominations  and  represented by Warrant  Certificates
registered in such names as shall be identified to the Company in writing.

       On each Issue Date,  the Persons in whose names the Warrant  Certificates
are registered shall execute a counterpart  signature page to this Agreement and
become  bound  hereby as  Holders.  The Company  shall  cause  Exhibit A to this
Agreement to be amended from time to time to  accurately  set forth the name and
address of the Holders and the number of Warrant Shares entitled to be purchased
by each upon exercise of their respective Warrants.

2.02.  Form and Dating

       Each  Warrant  Certificate  shall be  issued  in  registered  form  only,
substantially in the form attached hereto as Exhibit B. The Warrant Certificates
shall bear the legends required by Section 2.04 of this Agreement,  and may have

                                       3
other notations,  legends, or endorsements required by law, stock exchange rule,
agreements to which the Company is subject,  if any, or usage  (including  CUSIP
numbers); provided, that all such notations, legends or endorsements shall be in
a form acceptable to the Company.

       The terms,  conditions  and  provisions  set forth in the form of Warrant
Certificate attached hereto as Exhibit B shall constitute,  and hereby expressly
are made,  a part of this  Agreement.  The  Company  and the  Holders,  by their
execution and delivery of this  Agreement,  agree to such terms,  conditions and
provisions and to be bound thereby.

       The form of  Warrant  Certificate  need  not be  changed  because  of any
adjustment  made  pursuant  to  Section  4  of  this   Agreement,   and  Warrant
Certificates  issued after such adjustment may state the same Exercise Price and
the same number of shares of Common Stock issuable upon exercise of the Warrants
as are stated in the  Warrant  Certificates  initially  issued  pursuant to this
Agreement.  However, the Company at any time and in its sole discretion may make
any  change  in the  form of  Warrant  Certificate  that  the  Company  may deem
appropriate to give effect to one or more  adjustments  and that does not affect
the substance of the Warrant Certificate; and any Warrant Certificate thereafter
issued,   whether  in  exchange  or  substitution  for  an  outstanding  Warrant
Certificate or otherwise, may be in the form as so changed.

2.03.  Replacement Certificates

       If a mutilated Warrant Certificate is surrendered to the Company, or if a
Holder  claims  that  the  Warrant  Certificate  has  been  lost,  destroyed  or
wrongfully  taken,  the Company shall issue a replacement  Warrant  Certificate.
Such Holder shall furnish an indemnity sufficient in the judgment of the Company
to  protect  the  Company  from  any  loss  which  it may  suffer  if a  Warrant
Certificate is replaced.

2.04.  Legends

       (a) Each Warrant Certificate shall bear the following legend:

       The Warrants represented by this Certificate entitle the Holder
       to  purchase  ___  shares of the  Company's  common  stock at a
       purchase price of $___ per share,  subject to adjustment  under
       certain circumstances. A copy of the Warrant Agreement pursuant
       to which the Warrants  have been issued is  available  from the
       Company upon request.  This Warrant Certificate is transferable
       only  after  compliance  with  the  provisions  of the  Warrant
       Agreement.

       (b) Except as provided in Section 2.05(b) of this Agreement, each Warrant
Certificate  and  each  certificate  representing  Warrant  Shares  issued  upon
exercise of a Warrant  shall bear the following  legend (the "Private  Placement
Legend") on the face thereof:

       Neither the Warrants  represented by this  certificate  nor the
       shares  issuable upon the exercise of these  Warrants have been
       registered  under the  Securities  Act of 1933, as amended (the
       "Securities  Act"),  and may not be offered,  sold or otherwise
       transferred,  pledged  or  hypothecated  unless  and until such
       shares are registered under the Securities Act or an opinion of
       counsel  or  other   evidence,   in  either   case   reasonably
       satisfactory  to the  Company,  is  obtained to the effect that
       such registration is not required.

                                       4
2.05.  Transfer Provisions

       (a) Neither the  Warrants  nor the Warrant  Shares may be offered or sold
except (i) pursuant to an effective  registration statement under the Securities
Act or (ii) if the Company  first shall have been  furnished  with an opinion of
legal counsel or other evidence,  in either case reasonably  satisfactory to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Securities Act.

       (b)  Notwithstanding the provisions of Section 2.05(a) of this Agreement,
no  registration  or  opinion of counsel  shall be  required  for (i) a transfer
without  payment  of value  by a Holder  which  is a  partnership  or a  limited
liability  company to a partner of such  partnership or a member of such limited
liability  company or a retired partner of such  partnership or a retired member
of such limited  liability  company who retires after the date hereof, or to the
estate of any such partner,  member,  retired partner or retired member,  if the
transferee  agrees in  writing  to be  subject  to the terms of this  Agreement,
including  this  Section  2,  to the  same  extent  as if he,  she or it were an
original Holder  hereunder;  or (ii) a transfer made in accordance with Rule 144
under the Securities Act.

       (c) Upon the  transfer,  exchange or  replacement  of Warrants or Warrant
Shares  bearing the Private  Placement  Legend,  the Company  shall deliver only
Warrants or Warrant  Shares,  as  applicable,  that bear the  Private  Placement
Legend,  unless:  (i) such  transfer  or  exchange  is  effected  pursuant to an
effective  registration  statement under the Securities Act; or (ii) in the case
of Warrant  Shares,  such Warrant Shares were acquired  pursuant to an effective
registration  statement under the Securities Act; or (iii) there is delivered to
the  Company an  opinion of legal  counsel  or other  evidence,  in either  case
reasonably satisfactory to the Company, to the effect that such sale or transfer
is exempt from the registration requirements of the Securities Act.

       (d) By its acceptance of any Warrant or Warrant Share bearing the Private
Placement  Legend,  each  Holder or holder of a Warrant  Share,  as  applicable,
acknowledges  the  restrictions on transfer of such Warrant or Warrant Share, as
applicable,  set forth in this  Agreement and agrees that it shall transfer such
Warrant or Warrant Share, as applicable, only as provided in this Agreement.

                                       3.
                                 Exercise Terms

3.01.  Exercise Price

       Each Warrant  initially  shall entitle the Holder thereof to purchase one
share of Common Stock at an exercise  price equal to the closing  price,  on the
Business Day prior to the Effective  Date, of a share of Common Stock (a) on the
principal national  securities exchange on which shares of Common Stock are then
trading;  or (b) on Nasdaq,  if shares of Common  Stock are not then traded on a
national  securities  exchange;  or (c) as reported by an established  quotation
service for over-the-counter  securities  (including the OTC Bulletin Board), if
shares of Common Stock are not then traded on a national  securities exchange or
listed on Nasdaq (the "Exercise Price").  The Exercise Price shall be subject to
adjustment as provided in this Agreement.

3.02.  Exercise Period; Expiration

       Warrants  shall  be  exercisable  at any  time  during  the  period  (the
"Exercise  Period")  beginning  on the Issue Date thereof and ending on the date
which is 24 months after the Issue Date (the "Expiration  Date"). Not later than
90 days and not more than 120 days prior to the Expiration  Date for any Warrant
then  outstanding,  the Company shall give notice to the Holder thereof that the

                                       5
Warrant will terminate and become void as of the close of business on the
Expiration Date; provided,  however, that in the event the Company fails to give
such notice,  the Warrants  nonetheless  shall  terminate and become void on the
Expiration Date.

3.03.  Manner of Exercise

       (a) Warrants may be  exercised  upon (i)  surrender to the Company of the
related  Warrant  Certificate,  together  with the form of  election to purchase
Common Stock on the reverse  thereof duly  completed and executed by the Holder;
and (ii) payment to the Company,  in  accordance  with Section  3.03(b),  of the
Exercise  Price for each Warrant  Share  issuable  with respect to the exercised
Warrants.

       (b)  Payment  of the  Exercise  Price  shall  be  made  (i) in cash or by
certified or official  bank check payable to the order of the Company or by wire
transfer of immediately  available funds to an account designated by the Company
for such  purpose;  or without the payment of cash, by surrender of the Holder's
right to receive a number of shares of Common  Stock that would  issuable  as of
the Exercise  Date if payment of the  Exercise  Price were made in cash equal to
(A) the aggregate Exercise Price to be paid for the Warrant Shares to be issued,
divided by (B) the Fair Market  Value of a share of Common Stock on the Business
Day prior to the Exercise Date (such exercise, a "Cashless Exercise").

       (c) Subject to Section 3.02, the rights represented by the Warrants shall
be exercisable at the election of the Holders thereof either in full or in part.
In the  event  that,  at any  time  prior  to the  Expiration  Date,  a  Warrant
Certificate  is  surrendered   for  exercise  of  less  than  all  the  Warrants
represented  thereby,  a new  Warrant  Certificate  representing  the  remaining
Warrants  shall be  issued.  The  Company  duly  shall  sign and  deliver to the
exercising Holder the required new Warrant Certificate.

3.04.  Issuance of Warrant Shares

       (a) Subject to Section 2.05, upon the surrender of a Warrant  Certificate
and payment of the aggregate Exercise Price in accordance with Section 3.03, the
Company  shall  issue,  and shall  deliver to or upon the  written  order of the
Holder and in such name or names as the Holder may  designate,  a certificate or
certificates  for the number of whole  Warrant  Shares so purchased or the other
securities or property to which the Holder is entitled  pursuant to Section 4 of
this Agreement, together with cash as provided in Section 3.05 in respect of any
fractional Warrant Shares otherwise issuable upon such exercise.

       (b) If Warrant  Shares,  any cash to be delivered  in lieu of  fractional
Warrant  Shares,  or other  securities  or  property  to  which a Holder  may be
entitled are to be  delivered  at the Holder's  request to any Person other than
the  Holder,  it shall be a condition  to such  delivery  that:  (i) the Warrant
Certificates  surrendered  for exercise shall be endorsed  properly or otherwise
shall be in  proper  form for  transfer;  and (ii) the  Holder  shall pay to the
Company any  transfer or other taxes  required by reason of the  delivery of the
Warrant Shares,  cash and/or other securities or property to a Person other than
the Holder or shall  establish to the  satisfaction of the Company that any such
taxes have been paid or are not applicable.

       (c)  Certificates for Warrant Shares shall be deemed to have been issued,
and any Person so  designated to be named therein shall be deemed to have become
a holder of record of the Warrant Shares, as of the date of the surrender of the
Warrant  Certificate  and payment of the aggregate  Exercise Price in accordance
with Section 3.03;  provided,  however,  that if at such date the transfer books
for the Common Stock shall be closed,  certificates  for Warrant Shares shall be
issuable as of the date on which such books next shall be opened, and until such
date the Company shall be under no duty to deliver any  certificates for Warrant
Shares.  Each  certificate  representing  Warrant  Shares shall bear the Private
Placement Legend except as otherwise provided in Section 2.05(b).

                                       6
3.05.  Fractional Warrant Shares

       The Company shall not be required to issue  fractional  Warrant Shares on
the exercise of Warrants. If more than one Warrant shall be exercised in full at
the same time by the same Holder,  the number of full Warrant Shares which shall
be issued upon such  exercise  shall be  computed on the basis of the  aggregate
number of Warrant Shares purchasable thereupon. If, except for the provisions of
this Section 3.05, any fraction of a Warrant Share would be exercisable upon the
exercise of any Warrant or specified  portion thereof,  the Company shall pay at
the time of  exercise  an amount  in cash  equal to such  fraction  of a Warrant
Share,  multiplied  by the Fair Market  Value of a share of Common  Stock on the
Business Day prior to the relevant Exercise Date,  computed to the nearest whole
cent.

3.06.  Reservation of Warrant Shares

       At all times from the Effective Date to the Expiration  Date, the Company
shall keep  reserved  out of its  authorized  shares of Common Stock a number of
shares of Common Stock sufficient to provide for the exercise of all outstanding
Warrants  issued  pursuant to this  Agreement.  The Company  covenants  that all
shares of Common  Stock which may be issued as Warrant  Shares upon the exercise
of  Warrants,  upon  issuance  thereof  in  accordance  with  the  terms of this
Agreement  and  payment of the  Exercise  Price  therefor,  shall be fully paid,
nonassessable,  free of preemptive  rights and free from all liens,  charges and
security interests with respect to the issue thereof.

                                       4.
                             Antidilution Provisions

4.01.  Changes in Common Stock

       In the event that,  at any time or from time to time after the  Effective
Date,  the  Company  shall pay a dividend or make a  distribution  on the Common
Stock payable in shares of Common Stock or other shares of the Company's capital
stock, (b) shall subdivide the outstanding  shares of Common Stock into a larger
number of shares of Common Stock or other equity securities of the Company,  (c)
shall combine the  outstanding  shares of Common Stock into a smaller  number of
shares of Common Stock or other equity  securities of the Company,  or (d) shall
increase  or  decrease  the  number of shares of  Common  Stock  outstanding  by
reclassification of the Common Stock; then:

            (i) the number of shares of Common Stock  issuable upon the exercise
of any  Warrant  shall be a number of  shares  equal to the  product  of (A) the
number of shares of Common Stock that the Holder of the Warrant  would have been
entitled to receive if the Warrant had been exercised  immediately  prior to the
event (or, in the case of a dividend  or  distribution  described  in clause (a)
above,  immediately  prior to the record  date  therefor)  and a  fraction,  the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock
outstanding  immediately  after the completion of the event  described above and
the  denominator  of which shall be the total  number of shares of Common  Stock
outstanding immediately prior to the happening of the event described above; and

            (ii) subject to Section  4.03,  the Exercise  Price shall be a price
per share equal to the Exercise Price in effect  immediately prior to the event,
divided by the fraction calculated in accordance with clause (i)(B) above.

       An adjustment  made pursuant to this Section 4.01 shall become  effective
immediately  after the effective  date of the event,  retroactive  to the record
date for the event in the case of a dividend or distribution in shares of Common
Stock or other shares of the Company's capital stock.

                                       7
4.02.  Combination; Liquidation

       (a) Except as provided in Section 4.02(b), in the event of a Combination,
each Holder  shall have the right to receive,  upon  exercise of a Warrant,  the
kind and amount of shares of capital stock or other securities or property which
such  Holder  would have been  entitled  to receive  upon or as a result of such
Combination had the Warrant been exercised immediately prior to the Combination.
Unless Section  4.02(b)  applies to the  Combination,  the Company shall provide
that the  surviving  or  acquiring  Person in the  Combination  (the  "Successor
Company") will confirm the Holders'  rights pursuant to this Section 4.02(a) and
provide  for  adjustments,  which  shall  be as  nearly  equivalent  as  may  be
practicable to the adjustments provided for in this Section 4. The provisions of
this  Section  4.02(a)  shall apply to  successive  Combinations  involving  any
Successor Company.

       (b) In the event of (i) a  Combination  in which  consideration  is to be
paid to the holders of Common Stock in exchange for their shares  solely in cash
or (ii) the dissolution, liquidation or winding-up of the Company, Holders shall
be  entitled  to  receive,   upon  surrender  of  their  Warrant   Certificates,
distributions  on an equal  basis  with the  holders of Common  Stock,  or other
securities  issuable upon the exercise of the  Warrants,  as if the Warrants had
been exercised immediately prior to the event, less the aggregate Exercise Price
payable by each Holder.

       (c) In the  event  of a  Combination  pursuant  to which  Holders  become
entitled to  receive,  upon  exercise  of the  Warrants,  capital  stock,  other
securities,  property,  cash or other distributions pursuant to Sections 4.02(a)
or 4.02(b),  Holders  thereafter  shall not be entitled to receive  Common Stock
upon exercise of the Warrants.

4.03.  Minimum Adjustment

       The adjustments  required by this Section 4 shall be made whenever and as
often as any specified event requiring an adjustment shall occur, except that no
adjustment  of the  Exercise  Price or the  number of  shares  of  Common  Stock
issuable upon the exercise of Warrants that otherwise  would be required to made
unless and until such adjustment, either by itself or with other adjustments not
previously made,  increases or decreases by at least 1% of the Exercise Price or
the number of shares of Common Stock  issuable  upon the exercise of Warrants as
in effect  immediately  prior to the  making of such  adjustment  (the  "Minimum
Adjustment").  Any  adjustment  smaller  than the  Minimum  Adjustment  shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
an  adjustment at least as large as the Minimum  Adjustment.  For the purpose of
any adjustment,  except as specified in the final paragraph of Section 4.01, any
event  requiring an adjustment  shall be deemed to have occurred at the close of
business on the date of its  occurrence.  In  computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one-hundredth of a share.

4.04.  Notice of Adjustment

       Whenever the  Exercise  Price or the number of shares of Common Stock and
other securities or property, if any, issuable upon the exercise of a Warrant is
adjusted  pursuant to this Section 4, the Company shall deliver to each Holder a
certificate  describing in reasonable  detail the event requiring the adjustment
and the method by which the  adjustment  was  calculated  and setting  forth the
Exercise  Price and the  number of shares  of  Common  Stock  issuable  upon the
exercise of a Warrant after giving effect to such adjustment.

                                       8
4.05.  Notice of Certain Transactions

       In the event that the Company  shall  propose to pay a dividend or make a
distribution  on the Common  Stock  payable  in shares of Common  Stock or other
shares of the Company's  capital stock, (b) to subdivide,  combine or reclassify
the outstanding  shares of Common Stock,  (c) effect any  reorganization  of the
Company  or  any  Combination,  (d)  to  effect  the  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company, or (e) to make any tender
offer or exchange offer with respect to the Common Stock, then the Company shall
give each Holder notice of such proposed action or offer,  specifying the record
date for the  action  or  offer  and the date of  participation  therein  by the
holders of Common Stock, if any such date is to be fixed, and briefly describing
the effect of such action on the Common Stock and on the Exercise  Price and the
number  and kind of any other  shares of stock and the other  property,  if any,
issuable  upon  exercise  of a Warrant  after  giving  effect to any  adjustment
pursuant to this  Section 4 that will be  required  as a result of such  action.
Notice in accordance  with the foregoing  shall be given as promptly as possible
and in any event (i) at least 10 days prior to the record  date for the  action,
in the case of an action described in clause (a); or (ii) at least 20 days prior
to the date of the taking of the action or the date of participation  therein by
the holders of Common  Stock,  whichever  is  earlier,  in the case of any other
action.

                                       5.
                               General Provisions

5.01.  Rights of Holders

       Holders of unexercised Warrants are not entitled (a) to receive dividends
or other distributions  payable on shares of Common Stock, (b) to receive notice
of or vote at any meeting of the Company's  stockholders,  (c) to consent to any
action of the stockholders, (d) to receive notice as stockholders of the Company
of any other proceedings of the Company,  (e) to exercise any preemptive rights,
or (f) to exercise any other rights whatsoever as stockholders of the Company.

5.02.  Amendment

       This  Agreement may be amended by the Company  without the consent of any
Holder for the  purpose  of curing any  ambiguity  or of curing,  correcting  or
supplementing any defective provision contained herein or adding or changing any
other  provisions  with  respect  to  matters or  questions  arising  under this
Agreement as the Company may deem necessary or desirable, including any addition
or  modification to provide for compliance  with the transfer  restrictions  set
forth herein;  provided,  however,  that no such  amendment or supplement by the
Company  shall  affect  adversely  the rights of any Holder.  Any  amendment  or
supplement to this  Agreement that has an adverse effect on the interests of the
Holders shall require the written consent of the Holders of the then-outstanding
Warrants.  The  consent  of each  Holder  affected  shall  be  required  for any
amendment  that would  increase  the  Exercise  Price or decrease  the number of
Warrant  Shares  issuable  upon the exercise of a Warrant other than pursuant to
adjustments  provided for in this Agreement,  or that would shorten the Exercise
Period.

5.03.  Notices

       All notices, requests,  consents and other communications hereunder shall
be in  writing  and shall be deemed to have been made (x) upon  actual  receipt,
when given by hand or confirmed  facsimile or electronic mail transmission,  (y)
one day after delivery to the carrier,  when given by overnight delivery service
or (z) two days after mailing, when given by first-class registered or certified
mail, postage prepaid,  return receipt  requested;  in any case to the following
address,  or to such other  address as a party,  by notice to the other  parties
given pursuant to this Section 5.03, may designate from time to time:

                                       9
(a) If to a  Holder,  to the  address  set  forth  in  Exhibit  A to this
Agreement; and

       (b) If to the Company, to:           With a copy to:

       Provectus Pharmaceuticals, Inc.      Baker, Donelson, Bearman &
       Attention: President                   Caldwell, P.C.
       7327 Oak Ridge Highway, Suite B      Attention: David L. Morehous, Esq.
       Knoxville, TN 37931                  Riverview Tower, Suite 2200
       Facsimile:  865.539.9654             900 South Gay Street
       Email:                               Knoxville, TN 37902
                                            Facsimile: 865.525.8569
                                            Email: dmorehous@bdbc.com

5.04.  Successors

       This  Agreement  shall be binding upon,  and inure to the benefit of, the
parties hereto and their respective successors and assigns.

5.05.  Enforceability of Agreement

       Should any one or more of the  provisions of this Agreement be determined
to be illegal or unenforceable, all other provisions, nevertheless, shall remain
effective and binding on the parties hereto.

5.06.  Governing Law; Venue of Actions

       (a) This Agreement shall be governed and construed in accordance with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada,  without regard to the principles  thereof regarding
resolution of conflicts of law.

       (b) No suit or action shall be commenced by any party to this  Agreement,
or any Affiliate of any party, or by any successor,  personal  representative or
assignee of any of them, with respect to the transactions contemplated hereby or
this Agreement, other than in a state court of competent jurisdiction in and for
Knox County,  Tennessee,  or in the United States District Court for the Eastern
District of Tennessee, and not elsewhere.

5.07.  Execution in Counterparts

       This  Agreement  may be executed in any number of  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.

                        * signatures begin on next page *

                                       10
Counterpart Signatures of Holders

       In witness whereof, the undersigned Holder has executed this Agreement as
of the Effective Date.

                                          Avid Amiri, an individual resident of
                                          the State of Utah            ("Amiri")

                                             Signed: /s/ Avid Amiri
                                                     ---------------------------

                                          Daniel Urmann, an individual resident
                                          of the State of Utah        ("Urmann")

                                             Signed: /s/ Daniel Urmann
                                                     ---------------------------

                                       11
Signature of the Company

       In witness whereof,  the undersigned  Company has executed this Agreement
as of the Effective Date.

                                          Provectus Pharmaceuticals, Inc., a
                                          Nevada corporation

                                             By: /s/ Timothy C. Scott
                                                 -------------------------------
                                             Name: Timothy C. Scott
                                                   -----------------------------

                                             Title: President
                                                    ----------------------------

                                       12
Exhibit 4.2

The Warrants  represented by this Certificate entitle the Holder to purchase ___
shares of the  Company's  common  stock at a purchase  price of $0.50 per share,
subject  to  adjustment  under  certain  circumstances.  A copy  of the  Warrant
Agreement  pursuant to which the Warrants have been issued in available from the
Company  upon  request.  This Warrant  Certificate  is  transferable  only after
compliance with the provisions of the Warrant Agreement.

Neither the Warrants  represented by this  certificate  nor the shares  issuable
upon the exercise of these  Warrants have been  registered  under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered,  sold or
otherwise transferred,  pledged or hypothecated unless and until such shares are
registered  under the Securities Act or an opinion of counsel or other evidence,
in either case reasonably satisfactory to the Company, is obtained to the effect
that such registration is not required.

                      Warrants to Purchase Common Stock of
                         Provectus Pharmaceuticals, Inc.

No. 2002-__                                        Certificate for ____ Warrants

       This certifies that _________,  or his, her or its registered assigns, is
the  registered   Holder  of  the  number  of  warrants  set  forth  above  (the
"Warrants"). Each Warrant entitles the holder therof (the "Holder"), at his, her
or its option and subject to the provisions  contained herein and in the Warrant
Agreement referred to below, to purchase from Provectus Pharmaceuticals, Inc., a
Nevada  corporation (the "Company"),  ____ shares of the Company's common stock,
par value $.001 (the "Common  Stock"),  at an exercise  price of $0.50 per share
(the "Exercise Price"), or by Cashless Exercise as described below. This Warrant
Certificate,  and the Warrants evidenced hereby, shall terminate and become void
as of the close of  business  on the second  anniversary  of the  issuance  date
identified  on page 3  hereof  (the  "Expiration  Date"),  or upon  the  earlier
exercise of the Warrants as to all of the shares of Common Stock subject hereto.
The number of shares of Common Stock  issuable upon the exercise of the Warrants
and the  Exercise  Price per share shall be subject to  adjustment  from time to
time as set forth in the Warrant Agreement.

       This Warrant Certificate is issued pursuant to and in accordance with the
Warrant  Agreement  dated as of  December  5, 2002  between  the Company and the
Holder  hereof  (the  "Warrant  Agreement"),  and is  subject  to the  terms and
provisions set forth in the Agreement.  Reference  hereby is made to the Warrant
Agreement for a full statement of the respective rights,  limitations of rights,
duties and  obligations of the Company and the Holders.  Capitalized  terms used
but not defined in this Warrant  Certificate  shall have the  meanings  given to
those terms in the Warrant Agreement. Any registered Holder may obtain a copy of
the  Warrant  Agreement  upon  written  request  to  the  Company  at  Provectus
Pharmaceuticals,  Inc., 7327 Oak Ridge Highway,  Suite A,  Knoxville,  TN 37931;
Facsimile: 865.539.9654.

       Subject  to the  conditions  set  forth  in the  Warrant  Agreement,  the
Warrants may be  exercised,  in whole or in part,  (a) by  presentation  of this
Warrant  Certificate with the Election to Purchase attached hereto duly executed
and the simultaneous  delivery of the Exercise Price in cash to the Company,  or
(b) by Cashless Exercise. Payment of the Exercise Price in cash shall be made by
certified or official  bank check payable to the order of the Company or by wire
transfer of immediately  available funds to an account designated by the Company
for such purpose. Payment by Cashless Exercise shall be made by surrender of the

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Holder's  right to receive a number of the shares of Common  Stock that would be
issued  if  payment  of the  Exercise  Price  were made in cash,  determined  by
dividing (i) the aggregate  Exercise  Price to be paid for the Warrant Shares to
be  issued  by (ii) the Fair  Market  Value  of a share of  Common  Stock on the
Business Day prior to the Exercise Date.

       The Warrants require the Holder to comply with certain  certification and
opinion delivery  requirements  under certain  circumstances to validly exercise
the Warrants.

       As provided in the Warrant Agreement, and on the terms and subject to the
conditions set forth therein,  the Warrants are exercisable at any time prior to
the Expiration  Date.  The shares  issuable upon the exercise of the Warrant are
entitled to the benefits of certain  registration rights granted pursuant to the
Investor Rights Agreement described in the Warrant Agreement.

       In the event the Company  enters into a  Combination,  the Holder  hereof
will be entitled to receive,  upon exercise of the  Warrants,  only the kind and
amount of shares of capital stock or other  securities or other  property of the
surviving  entity as the  Holder  would  have been  entitled  to  receive in the
Combination  had the Holder  exercised  the  Warrants  immediately  prior to the
Combination.  In the event of a Combination in which consideration is to be paid
to the holders of Common Stock in exchange for their shares solely in cash,  the
Holder hereof shall be entitled to receive only such cash  distributions  as the
Holder would have received if the Warrants had been exercised  immediately prior
to the Combination, less the aggregate Exercise Price.

       As  provided  in the  Warrant  Agreement,  the number of shares of Common
Stock  issuable  upon the exercise of the  Warrants  and the Exercise  Price are
subject to adjustment upon the happening of certain events.

       The  Company may require  payment of a sum  sufficient  to pay all taxes,
assessments and governmental charges in connection with the transfer or exchange
of this Warrant  Certificate  pursuant to Section 3.04 of the Warrant Agreement,
but not for any  exchange or original  issuance  not  involving a transfer  with
respect to the exercise of the Warrants or the issuance of the Warrant Shares.

       Upon any  partial  exercise  of the  Warrants,  there shall be signed and
issued  to the  holder  hereof  a new  Warrant  Certificate  representing  those
Warrants which were not exercised.  This Warrant Certificate may be exchanged at
the office of the  Company by mailing or  presenting  this  Warrant  Certificate
properly  endorsed and with a request to exchange this Warrant  Certificate  for
other Warrant Certificates evidencing an equal number of Warrants. No fractional
shares will be issued upon the exercise of the  Warrants,  but the Company shall
pay an amount in cash equal to the Fair Market  Value of a share of Common Stock
on the Business  Day prior to the  relevant  Exercise  Date,  multiplied  by the
fraction  of a Warrant  Share that would be  issuable  upon the  exercise of any
Warrant, computed to the nearest whole cent.

       The Holder in whose name this Warrant  Certificate  is registered  may be
deemed  and  treated  by  the  Company  as the  absolute  owner  of the  Warrant
Certificate for all purposes  whatsoever,  and the Company shall not be affected
by any notice to the contrary.

       The  Warrants do not entitle any holder  hereof to any of the rights of a
stockholder of the Company.

       The Warrants  shall be governed  and  construed  in  accordance  with the
internal laws of the State of Nevada as applied to contracts  made and performed
within the State of Nevada.

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This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been signed by the Company.

       In witness whereof, the Company has caused this Warrant Certificate to be
executed on and as of the date set forth below.

                                          Provectus Pharmaceuticals, Inc., a
                                          Nevada corporation
                                                                 (the "Company")

                                          By:
                                               ---------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                 -------------------------------
Dated:                       , 20
       ----------------------    -----

                                       3
Warrant No. 2002-
                                                                            ----

                   Form of Election to Purchase Warrant Shares

                 (to be executed only upon exercise of Warrants)

                         Provectus Pharmaceuticals, Inc.

       The undersigned  hereby (1) irrevocably elects to exercise Warrants at an
exercise  price  per  Warrant  (subject  to  adjustment)  of $0.50 per share and
thereby to acquire  shares of the common  stock,  par value $.001,  of Provectus
Pharmaceuticals,  Inc.,  a Nevada  corporation,  on the terms and subject to the
conditions  specified within the Warrant  Certificate and the Warrant  Agreement
therein  referred to; (2)  surrenders  this Warrant  Certificate  and all right,
title and interest therein to Provectus  Pharmaceuticals,  Inc.; and (3) directs
that the shares of Common Stock  deliverable  upon the exercise of such warrants
be  registered  or placed  in the name and at the  address  specified  below and
delivered thereto.

Dated:                       ,
       ----------------------  -------       -----------------------------------
                                             Signature of Owner

         The signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
               alteration or enlargement or any change whatsoever.

Securities and/or checks should be issued to:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------

Any unexercised Warrants represented by the Warrant Certificate should be issued
to:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------

                                       4
Warrant No. 2002-
                                                                            ----

                             Form of Transfer Notice

       For value  received,  the  undersigned  registered  holder  hereby sells,
assigns and transfers unto:

       Please insert social security or identifying number:
                                                           ---------------------

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

       Street Address:
                      ----------------------------------------------------------

       City, State and Zip Code:
                                ------------------------------------------------

the within Warrant and all rights thereunder,  hereby  irrevocably  constituting
and  appointing  ___________  as agent and  attorney-in-fact  to  transfer  such
Warrant  on the books of the  Company,  with full power of  substitution  in the
premises.

       In connection  with any transfer of this Warrant  occurring  prior to the
date which is the  earlier of the  effective  date of a  Registration  Statement
under the  Securities  Act or the end of the period  referred  to in Rule 144(k)
under the Securities Act, the undersigned  confirms that,  without utilizing any
general  solicitation  or  general  advertising,  that  this  Warrant  is  being
transferred  and documents are being  furnished which comply with the conditions
of transfer set forth in the Warrant Certificate and in the Warrant Agreement.

Dated:                       ,
       ----------------------  -------       -----------------------------------
                                             Signature of Owner

         The signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
               alteration or enlargement or any change whatsoever.

                                       5
Exhibit 99.1

Provectus Pharmaceuticals Acquires Pure-ific LLC,
Developer of Sanitizers to Prevent Spread of Germs

KNOXVILLE, Tenn., Dec. 12, 2002 -- Provectus Pharmaceuticals, Inc. (OTC:BB PVCT)
today announced that it has completed the acquisition of Pure-ific,  LLC, a Salt
Lake City-based  developer of personal  sanitizer products that help prevent the
spread of germs.

The  acquisition was  accomplished  via a tax-free  reorganization  in which the
founders of Pure-ific received shares of Provectus  Pharmaceuticals,  Inc. stock
and  warrants  based on future sales  performance  of  Pure-ific  products.  The
Pure-ific business was acquired by Pure-ific Corp., a wholly owned subsidiary of
Provectus. Pure-ific Corp. will develop, market, and sell over-the-counter (OTC)
pharmaceutical products for Provectus.

Pure-ific has developed and successfully test marketed a family of
anti-bacterial products that immediately kill up to 99.9% of germs found on skin
and also help control re-growth for six hours. Provectus is currently
manufacturing inventory and expects sales to begin in the near future.

"This acquisition completes the build-up of our initial asset base, as
envisioned when we started Provectus back in April of 2002," said Provectus CEO
Craig Dees, Ph.D.

Provectus Pharmaceuticals, Inc. develops pharmaceutical products in three
sectors of the health-care industry: 1) prescription medications and treatments,
2) medical devices, and 3) over-the-counter (OTC) pharmaceuticals. Prescription
drug products and devices will treat diseases of the skin and many types of
cancer. OTC products will address complementary markets, primarily those
involving skin care and comfort.

The company's corporate offices and laboratory are located at 7327 Oak Ridge
Highway, Suite A, Knoxville, Tenn. 37931; Telephone: 865/769-4012. For more
information, contact the company at info@provectuscorp.com or visit the
corporate Web site: www.provectuscorp.com.

Forward-Looking Statements
This press release contains forward-looking statements. All statements other
than statements of historical fact made in this press release are
forward-looking statements. Words such as "intends," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements include statements concerning plans,
objectives, future events or performance and assumptions and other statements
that are not statements of historical fact. Although Provectus Pharmaceuticals,
Inc. believes that the expectations reflected in forward-looking statements are
reasonable, it can give no assurance that such expectations will prove correct.
There are a number of important factors that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
us. The company cautions readers that the following important factors, among
others, could cause the company's actual results to differ materially from the
forward-looking statements contained in this report: (i) the ability of the
company to successfully develop prescription medications and treatments, medical

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devices, or OTC pharmaceuticals; (ii) the ability of the company to operate its
business profitably; (iii) the ability of the company to obtain adequate
financing to finance its operations and execute its business plan; (iv) the
effect of changes in laws and regulations, including federal laws and
regulations regulating prescription and non-prescription medications,
pharmaceuticals and medical devices with which the company and its subsidiary
must comply, and the associated costs of compliance with such laws and
regulations either currently or in the future as applicable; (vi) the effect of
changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as by the Financial Accounting Standards Board, or
of changes in the company's organization, compensation and benefit plans; (vii)
shifts in population and demographics, competition, cost fluctuations,
technology advances and challenges; (viii) financial, operational and other
business problems associated with the rapid development of the company's
business; and (ix) general and industry-specific economic conditions. The
company cautions that the foregoing list of important factors is not exclusive.
Except as required by law, the company has no obligation to update or revise
forward-looking statements to reflect the occurrence of future events or
circumstances.

Contact:
     Provectus Pharmaceuticals Inc., Knoxville
     Craig Dees, Ph.D., 865/769-4011
        or
     Hilary Kaye Associates, Inc.
     Hilary Kaye or Eve Gumpel, 714/426-0444 (PST)
     egumpel@hkamarcom.com