20/20 NETWORKS INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
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                                                                   Exhibit 10.1

                      AGREEMENT AND PLAN OF REORGANIZATION

         This Agreement and Plan of  Reorganization  (herein,  together with all
Exhibits,  "Agreement") is entered in to as of June 5, 2003 by and between 20/20
Networks,  Inc.,  a Nevada  corporation  ("20/20")  and E-Z Arch,  LLC, a Nevada
limited liability company ("EZA").

         This Agreement sets forth the terms and conditions  upon which EZA will
merge with and into 20/20 (the  "Merger"),  pursuant to an Agreement and Plan of
Merger (the "Merger  Agreement") in  substantially  the form attached  hereto as
Exhibit A, which provides,  among other things,  for the conversion and exchange
of all outstanding  membership interests of EZA ("EZA Interests") into 5,325,000
shares of voting $.001 par value common stock of 20/20 ("20/20 Common Stock").

         In consideration of the mutual promises and covenants contained herein,
EZA and 20/20 agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As  used  in this  Agreement,  the  following  terms  (whether  used in
singular or plural forms) shall have the following meanings:

         "EZA Members" shall mean all members of EZA as of the date of closing.

         "EZA Interests" shall mean the EZA membership interests to be exchanged
for shares of 20/20 common stock to the EZA Members.

         "Closing Date" shall mean the date upon which the reorganization  shall
have occurred in accordance with the terms and conditions set forth herein.

         "Contract" means any written contract,  mortgage,  deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right,
or other instrument,  document or agreement,  and any oral obligation,  right or
agreement.

         "Controlled  Group"  means all  trades or  businesses  (whether  or not
incorporated)  under common  control  that,  together with EZA, are treated as a
single  employer  under Section  414(b) or 414(c) of the Code or Section 4001 of
ERISA.

         "GAAP" means generally accepted accounting  principles,  as the term is
defined by the  American  Institute of Certified  Public  Accountants  under the
first standard of reporting under its generally accepted accounting standards.

         "Knowledge"  of EZA of or with  respect to any matter means that any of
the  managers of EZA has, or after due  inquiry  and  investigation  would have,
actual  awareness or knowledge of such matter,  and  "Knowledge"  of 20/20 of or
with respect to any matter means that any of the executive officers,  directors,
or senior  managers of 20/20 has, or after due inquiry and  investigation  would
have, actual awareness or knowledge of such matter.

         "Legal  Requirements"  means  applicable  common  law and any  statute,
ordinance,  code or  other  law,  rule  regulation,  order,  technical  or other
standard  requirement,  judgment or  procedure  enacted,  adopted,  promulgated,
applied or followed by any governmental authority, including judgments.

         "Lien" means any security agreement, financing statement filed with any


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governmental  authority,  conditional sale statement filed with any governmental
authority,  conditional  sale or other  title  retention  agreement,  any  lease
consignment  or bailment  given for  purposes of security,  any lien,  mortgage,
indenture, pledge, option, encumbrance,  adverse interest, constructive trust or
other  trust,  claim,  attachment,  exception  to or  defect  in  title or other
ownership interest (including but not limited to reservations,  rights of entry,
possibilities of reverter,  encroachments,  casement, rights of way, restrictive
covenants  leases and  licenses) of any kind,  which  otherwise  constitutes  an
interest in or claim against  property,  whether  arising  pursuant to any Legal
Requirement, Contract or otherwise.

         "Reorganization"  shall  mean  the  acquisition  by  20/20  of the  EZA
Interests in exchange for the 20/20 Shares as further defined herein.

         "20/20 Shares" shall mean the Shares of the Common Stock of 20/20 to be
issued to the EZA Members.

                                    ARTICLE 2
                                     MERGER

     Section 2.1 PLAN AND AGREEMENT OF REORGANIZATION.  A plan of reorganization
is hereby adopted to as follows:

                  A. Subject to the terms and conditions  hereinafter set forth,
on the Closing Date, and in the manner  hereinafter  proved, (i) the EZA Members
shall  exchange the EZA  Interests for the 20/20 Shares in the amounts set forth
herein; EZA shall cease to exist and 20/20 shall be the surviving corporation.

                  B. 20/20 and EZA,  respectively,  shall  take,  or cause to be
taken, such action as may be necessary or appropriate in order to effectuate the
transactions  contemplated hereby. Such action shall include, but not be limited
to, the filing of Articles of Merger with the Nevada  Secretary of State. In the
event that after the Closing Date,  any further action is necessary or desirable
to carry out the purposes of this Agreement and to vest 20/20 or the EZA Members
with full title to the  securities  to be  exchanged  hereby,  the  officers and
directors of 20/20 or the EZA  Members,  as the case may be, shall take all such
necessary action.

     Section 2.2 EFFECTIVE DATE OF THE REORGANIZATION  FOR ACCOUNTING  PURPOSES.
The  transactions   contemplated  by  this  Agreement  shall  be  effective  for
accounting purposes and for all other purposes as mutually agreed by the parties
hereto and to the extent permissible by law.

     Section 2.3 CONSIDERATION  AND BASIS OF EXCHANGE OF SHARES.  The manner and
basis of exchanging the EZA Interests for the Common Shares of 20/20 shall be as
follows:

                  A. On the Closing Date, the EZA Members shall deliver to 20/20
certificates   aggregating  all  EZA  Interests,  or  100%  of  the  issued  and
outstanding  EZA  Interests,  duly  endorsed  in favor of 20/20 with  signatures
guaranteed; the EZA Members, in exchange for the EZA Interests held of record on
the Closing  Date, an aggregate of 5,325,000  20/20 Shares.  The EZA Members and
20/20 agree that the EZA Interests and the 20/20 Shares  exchanged  hereby shall
be  "restricted  securities"  as that  term is  defined  in Rule 144  under  the
Securities Act of 1933, as amended (the "1933 Act") and all certificates  issued
under this Agreement shall bear an appropriate  legend to such effect.  EZA will
have received the

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necessary approval of its members to this transaction.

                  B. A total of no more than  1,000,000  shares of 20/20  Common
Stock will be issued to certain officers, directors, consultants and advisors of
20/20 with said stock to be  registered on an S-8  Registration  Statement to be
filed with the SEC at Closing.

                  C. The EZA  Members  and EZA shall pay the sum of  $250,000 to
Crown Partners, Inc. ("Crown"), majority shareholder of 20/20, as a finder's fee
in arranging for this transaction.  In addition,  Crown will be issued 5,000,000
shares of 20/20 Common Stock,  in restricted  form, in  cancellation of the debt
owed by 20/20 to Crown.

                  D. Payment of the $250,000 shall be made as follows: Crown has
already received the sum of $10,000 toward the payment price. The balance of the
$240,000  shall be due and payable to Crown no later than July 7, 2003.  Failure
to pay the  $240,000  by July 7, 2003  shall  result in  Crown,  at its  option,
rescinding this  Agreement,  and retaining all funds paid to it to compensate it
for its costs in  negotiating  and entering into this  Agreement as well as lost
opportunity  costs.  Until the entire  $240,000 has been paid, all shares issued
under  this  Agreement,   with  the  exception  of  those  shares  described  in
subparagraph B of this Section,  shall be held in escrow pending  receipt of the
$240,000. No additional shares shall be issued unless and until the $240,000 has
been paid. At Closing,  the number of shares issued and outstanding  shall be no
more than 11,755,991.

                  E. At Closing,  The 20/20 Board of Directors  will appoint the
following to serve as additional directors of 20/20: Edward Gallagher and Werner
Grieder.  The current  Board will not resign until  receipt of the full purchase
price.

                  Section 2.4 CLOSING.  Closing of this Agreement  shall be held
on or before June 16, 2003 (the "Closing Date") at the offices of 20/20, or such
other place as the parties may mutually  agree.  The parties shall exchange such
other  documents and take such other actions as may be necessary or  appropriate
for completing the transactions contemplated by the Agreement.

                  Section 2.5 MECHANICS FOR CLOSING MERGER. Upon the approval of
the EZA Members,  the executed Articles of Merger shall be filed with the Nevada
Secretary of State.

                  Section 2.6 FURTHER ASSURANCES.  At or after Closing,  EZA, at
the  request  of 20/20,  shall  promptly  execute  and  deliver,  or cause to be
delivered,  to 20/20 all such documents and  instruments,  in form and substance
satisfactory to 20/20, as 20/20  reasonably may request in order to carry out or
evidence the terms of this Agreement.

                                    ARTICLE 3
                      Representations and Warranties of EZA

         EZA represents and warrants to 20/20,  as of the date of this Agreement
and as of the Closing, as follows:

         Section 3.1  ORGANIZATION  AND  QUALIFICATION  OF EZA. EZA is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of Nevada.  EZA has full corporate  power and authority to
conduct its business as now conducted and to own or lease and operate the assets
and property now owned or leased or operated by it. EZA is qualified to transact
business in those jurisdictions wherein its business requires such action.

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         Section  3.2  AUTHORITY.  EZA has all  requisite  corporate  power  and
authority  to execute,  deliver  and  perform  this  Agreement.  The  execution,
delivery  and  performance  of this  Agreement  by EZA has been duly and validly
executed and  delivered by EZA,  and is a valid and binding  obligation  of EZA,
enforceable against EZA in accordance with its terms.

         Section 3.3 Ownership and Shareholders of EZA. The members set forth on
Exhibit 3.3 own the EZA Interests  shown  thereon,  beneficially  and of record,
free and clear of all liens.  The EZA  Interests are not subject to, or bound or
affected  by, any  proxies,  voting  agreements,  or other  restrictions  on the
incidents or ownership hereof.  There are not, and will not at Closing,  be more
than 5 members of EZA.

         Section 3.4 SUBSIDIARIES.  EZA has no subsidiaries.

         Section 3.5 NO CONFLICTS;  REQUIRED CONSENT.  The execution,  delivery,
and  performance by EZA of this Agreement will not: (i) conflict with or violate
any  provision of the articles or  certificate  of  incorporation  of EZA;  (ii)
violate any Legal  Requirements;  (iii) result in the creation or  imposition of
any Lien against or upon the EZA  Interests  or any of the assets or  properties
owned or leased by EZA; or (iv) require any consent,  approval, or authorization
of, or filing of any certificate,  notice, application, report or other document
with, any governmental authority or other person.

         Section 3.6  LITIGATION.  There is no  litigation  pending or, to EZA's
knowledge,  threatened,  by or before  any  governmental  authority  or  private
arbitration  tribunal,  against EZA or its  operations,  except as  described in
Exhibit 3.6 attached hereto and incorporated  herein by this reference,  nor, to
EZA's knowledge, is there any basis for any such litigation.

         Section 3.7 COMPLIANCE WITH APPLICABLE LEGAL  REQUIREMENTS.  Conduct by
EZA of its  activities as currently  conducted  does not violate or infringe any
Legal Requirements currently in effect, or, to the knowledge of EZA, proposed to
become  effective;  and EZA has  received  no  notice of any  violation  by EZA,
proposed to become effective; and EZA has received no notice of any violation by
EZA of any Legal  Requirements  applicable to EZA or its activities as currently
conducted; and EZA knows of no basis for the allegation of any such violation.

         Section 3.8 FINANCIAL STATEMENTS. EZA will deliver to 20/20 the audited
balance  sheet and  statements  of operations of EZA as of December 31, 2001 and
2002 as well as any other interim periods as determined by 20/20's auditors. The
financial  statements will be prepared in accordance with United States GAAP and
present fairly the financial  position of EZA as of the dates  indicated and the
results of operations  of EZA for the periods ended  December 31, 2001 and 2002.
The cost of said audits and interim  reviewed  statements shall be borne by EZA.
The parties  hereto  agree that as part of this  transaction,  20/20 must file a
Form 8-K with the Securities and Exchange  Commission that contains  audited and
pro forma financial  statements of EZA and that failure to file this report on a
timely  basis could  result in the  de-listing  of 20/20's  stock as well as the
Securities and Exchange  Commission taking action against 20/20 for its failure.
Therefore,   in  the  preparation  of  the  audits  and  any  interim  financial
statements,  time is of the  essence.  Failure to have these  reports  ready for
timely filing is ground for rescission of this Agreement.

         Section 3.9 Liabilities. EZA has no liabilities or obligations, whether
absolute,  accrued,  contingent,  or  otherwise,  that are not  reflected in the
Balance Sheet or non-delinquent obligations for ordinary and recurring expenses,
including expenses occurring in the ordinary course of business of EZA since the

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date of the Balance  Sheet.  Attached  as Exhibit 3.9 is a list of all  accounts
payable of EZA.

         Section 3.10 TAX RETURNS AND  PAYMENTS.  EZA has timely paid all taxes,
including  all federal and state payroll taxes that have become due and payable,
whether or not shown on such tax returns.  EZA has filed all federal,  state and
local tax returns as the same became due.  EZA has not  received  any notice of,
nor does EZA have any  knowledge  of, any  deficiency  or assessment of proposed
knowledge of, any deficiency or assessment of proposed  deficiency or assessment
from any taxing  governmental  authority.  There are no tax audits  pending with
respect to EZA, and there are no  outstanding  agreements  or waivers by or with
respect to EZA, that extend the statutory  period of  limitations  applicable to
any federal, state, local or foreign tax returns for any period.

         Section  3.11 ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Since the date of
Balance Sheet there has not occurred:

         (a) any  material  and adverse  change in the  financial  condition  or
operations of EZA;

         (b) any damage, destruction or loss to or of any of the material assets
of properties owned or leased by EZA;

         (c) the creation or attachment of any Lien against the EZA Interests;

         (d) any waiver, release, discharge, transfer, or cancellation by EZA of
any rights or claims of material value;

         (e)  any  issuance  by  EZA  of  any  securities,   or  any  merger  or
consolidation  of EZA with any other Person,  or any  acquisition  by EZA of the
business of any other Person;

         (f) any incurrence,  assumption or guarantee by EZA of any indebtedness
or liability;

         (g) any  declaration,  setting aside or payment by EZA of any dividends
on, or any other  distribution  with respect to, any capital stock of EZA or any
repurchase, redemption, or other acquisition of any capital stock of EZA;

         (h) (A) any payment of any bonus,  profit  sharing,  pension or similar
payment or arrangement or special compensation to any employee of EZA, except in
the  ordinary  course of the  administration  of EZA, or (B) any increase in the
compensation payable to any employee of EZA; or

         (i) the entry by EZA into any Contract to do any of the foregoing.

         Section  3.12  MATERIAL EZA  CONTRACTS.  As of the date of this Plan of
Reorganization,  EZA does not have  except as  discussed  in Exhibit  3.12,  (i)
contracts  evidence or evidencing or relating to any  liabilities or obligations
of EZA,  whether  absolute,  accrued,  contingent or otherwise,  or granting any
Person a Lien or against any  properties  or assets owned or leased by EZA; (ii)
joint venture or partnership  Contracts between EZA and any other person;  (iii)
Contracts  limiting  the  freedom  of EZA to  engage  in or to  complete  in any
activity,  or to use or disclose any  information  in its  possession;  (iv) any
guarantees of indebtedness for any other entity;  and (v) any other Contracts to
which EZA is a party or by which it or the assets or properties  owned or leased
by it are bound or  affected  that are not set forth on other  Exhibits  hereto,
which in aggregate  contemplate  payments to or by EZA  exceeding  $5,000 in any

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twelve-month period  (collectively  herein as the "Material EZA Contract").  EZA
has  delivered  to 20/20 true and  complete  copies of each of the  Material EZA
Contracts,  including any  amendments  thereto (or, in the case or oral Material
EZA Contracts, a memorandum of such contract) and all Material EZA Contracts are
valid,  in full force and effect and  enforceable  in accordance  with its terms
against the parties  thereto other than EZA, and EZA has fulfilled  when due, or
has taken all  action  necessary  to  enable it to  fulfill  when due all of its
obligations thereunder;  (ii) there has not occurred any default (without regard
to lapse of time,  the giving  notice,  or the election of any person other then
EZA, or any combination thereof) by EZA, nor, to the knowledge of EZA, has there
occurred any default (without regard to lapse of time, the giving of notice,  or
the election of EZA, or any combination  thereof) by any other person, under any
of the Material EZA  Contracts;  and (iii)  neither EZA nor, to the knowledge of
EZA, any other person is in arrears in the  performance or  satisfaction  of its
obligation  under any of the  Material  EZA  Contracts,  and no waiver  has been
granted by any of the parties thereto.

         Section  3.13  REAL   PROPERTY.   As  of  the  date  of  this  Plan  of
Reorganization, EZA does not own any real property.

         Section 3.14 EMPLOYEES.  As of the date of this Plan of Reorganization,
EZA has no employees.

         Section 3.15 BOOKS AND RECORDS.  All of the books, records and accounts
of EZA are in all  material  respects  true  and  complete,  are  maintained  in
accordance with good business  practice and all applicable  Legal  Requirements,
accurately  present and reflect in all material respects all of the transactions
therein described, and are reflected accurately in the Financial Statements. EZA
has  previously  delivered to 20/20 true and complete  copies of all the minutes
and meetings and all other  corporate  actions of the  officers,  directors  and
shareholders of EZA since the date of its incorporation.

         Section  3.16  CERTAIN  INTERESTS.  None  of  EZA or  its  officers  or
directors,  directly or indirectly is, or owns any interest in, or controls,  or
is an  employee,  officer  or  director  or  partner  of or  participant  in, or
consultant to, any person which is a competitor, supplier or customer of EZA.

         Section 3.17 BANK ACCOUNTS.  Exhibit 3.17 sets forth all bank accounts,
brokerage accounts, and safe deposit boxes of any kind maintained by EZA and, in
each case, identifies the persons that are authorized  signatories for, or which
are authorized to have access to, each of them.

         Section 3.18 CHANGES IN CIRCUMSTANCES.  EZA has no knowledge of (i) any
current  or future  condition  or state of facts of  circumstances  which  could
reasonably  be  expected  to  result in a  material  and  adverse  change in the
financial  condition  of  operations  of EZA,  or (ii)  any  Legal  Requirements
currently in effect from which EZA currently is, or any currently proposed Legal
Requirements  from  which EZA would  be,  except by reason of any  "grandfather"
clauses of provisions  contained therein, but which would be applicable to 20/20
following closing.

         Section 3.19 Accuracy of Information.  None of the written  information
and documents which have been or will be furnished by EZA or any representatives
of EZA to 20/20 or any of the  representatives  of 20/20 in connection  with the
transactions  contemplated  by this Agreement  contains or will contain,  as the
case may be, any untrue  statement of a material  fact, or omits or will omit to
state a material  fact  necessary  in order to make the  statements  therein not
misleading in light of the circumstances in which made. To the knowledge of EZA,
EZA has

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disclosed to 20/20 as the purchaser of EZA  Interests  all material  information
relating to EZA and its activities as currently conducted.

         Section  3.20  INVESTMENT.  EZA is  acquiring  20/20  Common  Stock for
investment  purposes,  and not with a view to  distribution or resale thereof in
violation of applicable securities Legal Requirements.

         Section 3.21 COMPLIANCE WITH ERISA. EZA does not maintain or contribute
to any Plan other than as set forth in Schedule 3.21. EZA and each member of the
Controlled  Group have fulfilled  their  obligations  under the minimum  funding
standards of ERISA and the Code with respect to each Plan and are in  compliance
in all material  respects with the applicable  provisions of ERISA and the Code,
and have not  incurred  any  liability  to the PBGC or a Plan under  Title IV of
ERISA; and no "prohibited  transaction" or "reportable event" (as such terms are
defined in ERISA) has occurred with respect to any Plan.

         Section 3.22   ENVIRONMENTAL MATTERS.

                  (a)  EZA  has  obtained   all  permits,   licenses  and  other
authorizations  which are required under all  Environmental  Laws, except to the
extent failure to have any such permit,  license or authorization would not have
a material adverse effect on the business,  financial condition or operations of
EZA. EZA is in  compliance  with the terms and  conditions  of all such permits,
licenses  and  authorizations,   and  is  also  in  compliance  with  all  other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules and timetables contained in any applicable Environmental
Law or in any regulation,  code,  plan,  order,  decree,  judgment,  injunction,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
except to the extent failure to comply would not have a material  adverse effect
on the business, financial condition or operations of EZA.

                  (b) No notice, notification,  demand, request for information,
citation,  summons or order has been  issued,  no complaint  has been filed,  no
penalty  has  been  assessed  and no  investigation  or  review  is  pending  or
threatened  by any  governmental  or other  entity  with  respect to any alleged
failure  by EZA or any of its  Subsidiaries  to  have  any  permit,  license  or
authorization  required in  connection  with the conduct of its business or with
respect to any Environmental Laws, including, without limitation,  Environmental
Laws relating to the generation,  treatment storage, recycling,  transportation,
disposal or release of any Hazardous Materials.

                  (c) To the  best  of  EZA's  knowledge,  no  material  oral or
written  notification of a release of a Hazardous  Material has been filed by or
on behalf of EZA and no property now or previously owned,  leased or used by EZA
is listed or proposed  for  listing on the  National  Priorities  List under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  or on any  similar  state  list of sites  requiring  investigation  or
clean-up.

                  (d)  There  are no  liens  or  encumbrances  arising  under or
pursuant to any  Environmental  Laws on any of the real  property or  properties
owned, leased or used by EZA and no governmental  actions have been taken or are
in  process  which  could  subject  any of  such  properties  to such  liens  or
encumbrances  or, as a result of which EZA would be required to place any notice
or restriction  relating to the presence of Hazardous  Materials at any property
owned by it in any deed to such property.

                  (e)  Neither  EZA  nor,  to the  best  knowledge  of EZA,  any
previous owner,  tenant,  occupant or user of any property owned, leased or used
by EZA has


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(i) engaged in or permitted  any  operations  or  activities  upon or any use or
occupancy of such property, or any portion thereof, for the purpose of or in any
way involving the handling,  manufacture,  treatment,  storage, use, generation,
release,  discharge,  refining,  dumping or disposal  (whether legal or illegal,
accidental or  intentional)  of any Hazardous  Materials on, under,  in or about
such  property,  except  in  compliance  with all  Environmental  Laws,  or (ii)
transported  any Hazardous  Materials to, from or across such property except in
compliance  with all  Environmental  Laws; nor to the best knowledge of EZA have
any Hazardous  Materials  migrated from other  properties upon, about or beneath
such property,  nor, to the best  knowledge of EZA, are any Hazardous  Materials
presently constructed,  deposited,  stored or otherwise located on, under, in or
about such property except in compliance with all Environmental Laws.

         Section 3.24 FRANCHISES,  PATENTS,  COPYRIGHTS, ETC. Schedule 3.24 sets
forth an accurate  and complete  list of all  franchises,  patents,  copyrights,
trademarks, trade names, trademark registrations,  service names, service marks,
licenses, formulas and applications therefor owned by EZA or used or required by
EZA in the operation of its  business,  title to each of which is, except as set
forth in Schedule 3.24 hereto, held by EZA free and clear of all adverse claims,
liens,  security agreements,  restrictions or other encumbrances.  Except as set
forth in Schedule  3.24,  EZA owns or possesses  adequate (and will use its best
efforts to obtain as expediently as possible any  additional)  licenses or other
rights to use all patents, trademarks, trade names, service marks, trade secrets
or other  intangible  property  rights and know-how  necessary to entitle EZA to
conduct its  business as presently  being  conducted.  There is no  infringement
action,  lawsuit, claim or complaint which asserts that EZA's operations violate
or infringe the rights or the trade names, trademarks,  trademark registrations,
service  names,  service  marks or  copyrights  of others  with  respect  to any
apparatus  or method  of EZA or any  adversely  held  trademarks,  trade  names,
trademark registrations,  service names, service marks or copyrights, and EZA is
not in any way making use of any  confidential  information  or trade secrets of
any  person,  except  with the  consent of such  person.  Except as set forth in
Schedule  3.24,  EZA has  taken  reasonable  steps to  protect  its  proprietary
information (except disclosure of source codes pursuant to licensing agreements)
and is the lawful  owner of the  proprietary  information  free and clear of any
claim of any third party.  EZA's proprietary rights are adequate for the conduct
of its business  substantially as now conducted  without known conflict with any
rights of others.

         Section 3.25 NO MATERIALLY ADVERSE  CONTRACTS,  ETC. EZA is not subject
to any charter,  corporate or other legal restriction,  or any judgment, decree,
order,  rule or  regulation  that has or is  expected  in the  future  to have a
materially adverse effect on the business, assets or financial condition of EZA.
EZA is not a party to any contract or agreement that has or is expected,  in the
judgment  of  EZA's  officers,  to have any  materially  adverse  effect  on the
business of EZA.

         Section 3.26 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.  EZA is not
in violation of any provision of its certificate of incorporation, by-laws, or
any agreement or instrument to which it may be subject or by which it or any of
its properties may be bound, or any decree, order, judgment,  statute,  license,
rule or regulation,  in any of the foregoing cases in a manner that could result
in the  imposition of substantial  penalties or materially and adversely  affect
the financial condition, properties or business of EZA.

         Section  3.27 Absence of UCC  Financing  Statements,  Etc.  There is no
financing statement,  security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records,  registry, or other
public office,  that purports to cover,  affect or give notice of any present or
possible  future  lien on, or security  interest  in, any  Collateral  or rights
thereunder.

         Section  3.28  Certain  Transactions.  Except as set forth in  Schedule
3.28,  none  of  the  officers,  trustees,  directors,  or  employees  of EZA is
presently a party to any transaction with EZA, including any contract, agreement
or  other

                                       -8-

<PAGE>

arrangement  providing for the  furnishing  of services to or by,  providing for
rental of real or personal property to or from, or otherwise  requiring payments
to or from any officer,  trustee, director or such employee or, to the knowledge
of EZA,  any  corporation,  partnership,  trust or  other  entity  in which  any
officer,  trustee,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

         Section  3.29  FEES/COMMISSIONS.  Except as set forth in Schedule  3.30
hereto, EZA has not agreed to pay any finder's fee, commission,  origination fee
or  other  fee or  charge  to  any  Person  with  respect  to  the  transactions
contemplated hereunder.

         Section 3.30  EMPLOYEES.  EZA has no current labor problems or disputes
which have resulted in, or are reasonably believed by EZA could have, a material
adverse effect on the operations, properties or financial condition of EZA.

         Section 3.31 OTHER REPRESENTATIONS AND WARRANTIES. All representations,
warranties,  and covenants made by EZA in connection  with this  transaction are
true and correct in all material  respects,  and do not 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.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF 20/20

         20/20  represents and warrants to EZA, as of the date of this Agreement
and as of Closing, as follows:

         Section  4.1  ORGANIZATION  AND  QUALIFICATION  OF  20/20.  20/20  is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Nevada, and has all requisite corporate power and authority
to own and lease the  properties  and assets it currently owns and leases and to
conduct its  activities as currently  conducted.  20/20 is duly  qualified to do
business as a foreign corporation in all jurisdictions in which the ownership or
leasing of the  properties and assets owned or leased by it or the nature of its
activities makes such qualification necessary.

         Section  4.2  AUTHORITY.   20/20  has  all  requisite  corporation  and
authority  to execute,  deliver  and  perform  this  Agreement.  The  execution,
delivery,  and performance of this Agreement by 20/20 have been duly and validly
authorized by all necessary action on the part of 20/20. This Agreement has been
duly and validly  executed  and  delivered by 20/20 and is the valid and binding
obligation of 20/20, enforceable against 20/20 in accordance with its terms.

         Section 4.3 NO CONFLICTS;  REQUIRED CONSENTS.  The execution,  delivery
and  performance  by 20/20 of this Agreement does not and will not: (i) conflict
with or violate any provisions of the articles of  certificate of  incorporation
or bylaws of 20/20;  (ii) violate any provisions of any Legal  Requirements;  or
(iii) conflict with,  violate result in a breach of,  constitute a default under
(without regard to requirements of notice,  lapse of time, or elections of other
persons, or any combination thereof) or accelerate or permit the acceleration of
the

                                       -9-

<PAGE>

performance  required  by, and  Contract or Lien to which 20/20 is a party or by
which  20/20 or the  assets  or  properties  owned or  leased by it are bound or
affected;  or (iv) require any  consent,  approval or  authorization,  report or
other document with, any Governmental Authority or other person.

         Section 4.4 VALIDITY AND  OWNERSHIP  OF 20/20 COMMON  STOCK.  The 20/20
Common Stock  received by the EZA Members at Closing will be validly  issued and
outstanding,  duly paid and  nonassessable.  The 20/20  Common Stock will not be
subject to, nor bound or affected by, any proxies,  voting agreements,  or other
restrictions on the ownership thereof.

         Section 4.5 OWNERSHIP  AND NUMBER OF SHARES OF 20/20 COMMON STOCK.  The
shareholders'  list  attached  hereto as Exhibit  4.5  accurately  reflects  the
currently  issued  and  outstanding  shares  of  20/20  Common  Stock  currently
outstanding.  There are not,  and will not at Closing,  be more than  11,755,991
outstanding shares of 20/20 Common Stock.

         Section  4.6  SUBSIDIARIES.  20/20 does not  control or hold  direct or
indirect  equity  interest  in, or hold  rights to control or acquire  direct or
indirect equity interests in, any corporation.

         Section 4.7  CAPITALIZATION  OF 20/20. The authorized  capital stock of
20/20 consists of 100,000,000  duly authorized  shares of common stock $.001 per
share par value, of which 430,991 are validly issued and outstanding, fully paid
and nonassessable.  There are no other authorized or outstanding  subscriptions,
options,  convertible  securities,  warrants,  calls or other rights or any kind
issued or granted by, or binding  upon,  20/20 to purchase or otherwise  acquire
any securities of or equity interest in 20/20.

         Section 4.8 LITIGATION.  There is no litigation  pending or, to 20/20's
knowledge,  threatened,  by or before  any  governmental  authority  or  private
arbitration  tribunal,  against  20/20  or  its  operations,   nor,  to  20/20"s
knowledge, is there any basis for any such litigation.

         Section 4.9 LIABILITIES. Except as disclosed in Exhibit 4.10, 20/20 has
no  liabilities  or  obligations,  whether  absolute,  accrued,  contingent,  or
otherwise that have not been disclosed to EZA.

         Section 4.10 TAX RETURNS AND PAYMENTS.  Except as disclosed in Schedule
4.11, 20/20 has filed all federal, state, local and foreign tax returns required
to be filed,  and has timely  paid all taxes that have  become due and  payable,
whether  or not so shown on any such tax  returns.  20/20 has not  received  any
notice of, nor does 20/20 have any knowledge of, any deficiency or assessment of
proposed  knowledge of, any  deficiency or assessment of proposed  deficiency or
assessment  from any  taxing  governmental  authority.  There are no tax  audits
pending  with  respect  to 20/20,  and there are no  outstanding  agreements  or
waivers  by or with  respect  to 20/20,  that  extend  the  statutory  period of
limitations  applicable to any federal,  state, local or foreign tax returns for
any period.  20/20 makes no representation or warranty concerning whether or not
its net operating loss  carryforwards will be available for use by EZA following
this transaction.

         Section 4.11 BOOKS AND RECORDS.  All of the books, records and accounts
of 20/20 are in all material  respects  true and  complete,  are  maintained  in
accordance with good business  practice and all applicable  Legal  Requirements,
accurately  present and reflect in all material respects all of the transactions
therein  described,  and are reflected  accurately in the Financial  Statements.
20/20 has  previously  delivered to EZA the complete  stock record book of 20/20
and

                                      -10-

<PAGE>

true and complete copies of all the minutes and meetings and all other corporate
actions of the  stockholders,  Board of Directors and committees of the Board of
Directors of 20/20 since the date of its incorporation.

         Section 4.12 Accuracy of Information.  None of the written  information
and   documents   which  have  been  or  will  be  furnished  by  20/20  or  any
representatives  of  20/20  to  EZA or  any  of  the  representatives  of EZA in
connection with the transactions contemplated by this Agreement contains or will
contain,  as the case may be, any untrue  statement of a material fact, or omits
or will omit to state a material fact  necessary in order to make the statements
therein not  misleading  in light of the  circumstances  in which  made.  To the
knowledge of 20/20,  20/20 has disclosed to EZA as the purchaser of 20/20 common
stock all material information relating to 20/20 and its activities.

                                    ARTICLE 5
                           COVENANTS OF EZA AND 20/20

         Section 5.1 AFFIRMATIVE COVENANTS OF EZA. Except as 20/20 may otherwise
consent in writing, between the date of this Agreement and Closing, EZA shall:

         (a) conduct its business only in the usual, regular and ordinary course
and in accordance with past practices;

         (b) (1) duly comply with all applicable Legal Requirements; (2) perform
all of its obligations under all EZA Contacts without default;  and (3) maintain
its books, records, and accounts on a basis consistent with past practices;

         (c)  (1)  give  to   20/20   its   counsel,   accountants   and   other
representatives  reasonable  access during normal business hours to the premises
of EZA, all of the assets and properties owned or leased by EZA, EZA's books and
records, and EZA's personnel;  (2) furnish to 20/20 and such representatives all
such  additional  documents  (certified  by an  officer of EZA,  if  requested),
financial  information  and  other  information  as EZA  may  from  time to time
reasonably  request  and (3) cause  EZA's  accountants  to permit  20/20 and its
accountants  to examine  the  records and  working  papers  pertaining  to EZA's
financial   statements'   provided  that  no   investigation  by  20/20  of  its
representatives will affect or limit the scope of any of the representations and
warranties of EZA herein or in any other related document;

         (d) use of best  efforts to obtain in writing as  promptly  as possible
all approvals and consents required to be obtained by EZA in order to consummate
the transactions  contemplated hereby and deliver to 20/20 copies,  satisfactory
in form and substance to 20/20, of such approvals and consents;

         (e) promptly  deliver to 20/20 true and complete  copies of all monthly
and  quarterly  financial  statements of EZA and any reports with respect to the
activities of EZA which are prepared by or for EZA at any time from the date
hereof until Closing; and

         (f) promptly notify 20/20 of any circumstances, event or action, by EZA
or otherwise, (A) which, if known at the date of this Agreement, would have been
required to be disclosed in or pursuant to this Agreement, or (B) the existence,
occurrence  or taking of which would  result in any of the  representations  and
warranties of EZA in this  Agreement or in any  Transaction  Documents not being
true and correct in all material respects.

         Section 5.2 Negative  Covenants of EZA.  Except as 20/20 may  otherwise
consent in writing,  between the date of this  Agreement and Closing,  EZA shall
not:

                                      -11-

<PAGE>

         (a) change the character of its business;

         (b)  incur any  liability  or  obligation  or enter  into any  Contract
except,  in each case, in the ordinary course of business  consistent with prior
practices and not prohibited by any other provision hereof;

         (c) incur, assume or guarantee any indebtedness or liability in respect
of borrowed money;

         (d) make any capital  expenditure or commitment for capital expenditure
exceeding  $5,000 for a single  project or $10,000 for all projects,  whether or
not in the ordinary course of business, or waive, lease, discharge,  transfer or
cancel any rights or claims of material value;

         (e) modify,  terminate, or abrogate any Material EZA Contact other than
in the ordinary  course of business,  or waive,  lease,  discharge,  transfer or
cancel any rights or claims of material value;

         (f) create or permit the creation or attachment of any Lien against any
of the assets or properties owned or leased by it;

         (g) except as otherwise required by this Agreement, prepay any material
liabilities or obligations;

         (h) issue any securities, or merge or consolidate with any other person
or acquire any of the  securities,  partnership or joint venture  interests,  or
business of any other person;

         (i)  declare,  set  aside or pay any  dividends  on,  or make any other
distribution  with respect to, any of its capital stock, or repurchase,  redeem,
or otherwise acquire any of its capital stock; and

         (j) enter into any  transaction or permit the taking of any action that
would result in any of the  representations and warranties in this Agreement not
being true and correct in all material respects at Closing.

         Section 5.3 COVENANTS OF 20/20.  Except as EZA may  otherwise  agree in
writing, between the date of this Agreement and Closing, 20/20 shall:

         (a) use it best  efforts to obtain in writing as  promptly  as possible
all  approvals  and  consents  required  to be  obtained  by  20/20  in order to
consummate  the  transaction  contemplated  hereby and  deliver  to EZA  copies,
satisfactory in form and substance to EZA, of such approvals and consents;

         (b) promptly notify EZA of any circumstance,  event or action, by 20/20
or otherwise, (i) which, if known at the date of this Agreement, would have been
required  to be  disclosed  in or  pursuant  to  this  Agreement,  or  (ii)  the
existence,   occurrence   or  taking  of  which  would  result  in  any  of  the
representations  and warranties of EZA in this  Agreement or in any  Transaction
Document not being true and correct in all material respects;

         (c) undertake all other actions  necessary to put into force and effect
this Agreement.

         Section 5.4 JOINT  UNDERTAKINGS.  Each of 20/20 and EZA shall cooperate
and exercise  commercially  reasonable efforts to facilitate the consummation of
the

                                      -12-

<PAGE>

transactions  contemplated  by this  Agreement  so as to permit  Closing to take
place on the date provided herein and to raise the satisfaction of conditions to
Closing  set forth in Article 6. Both  parties  hereto  agree that they will use
their  best  efforts  to cause a Form 8-K to be filed  with the  Securities  and
Exchange  Commission  concerning  this  transaction  which Form 8-K will require
audited financial statements for EZA and pro forma financial information for the
companies as merger.

         Section 5.5 CONFIDENTIALITY.

         (a) Any  non-public  information  that  20/20  may  obtain  from EZA in
connection  with  this  Agreement,  including  but not  limited  to  information
concerning trade secrets, licenses,  research projects, costs, profits, markets,
sales,  customer lists,  strategies,  plans for future development and any other
information of a similar nature,  shall be deemed  confidential  and, unless and
until Closing shall occur,  20/20 shall not disclose any such information to any
third party (other than its directors,  officers and employees and persons whose
knowledge   thereof  is  necessary  to  facilitate  the   consummation   of  the
transactions  contemplated  hereby) or use such  information to the detriment of
EZA;  provided that (i) 20/20 may use and disclose any such  information once it
has been publicly  disclosed  (other than by 20/20 in breach of its  obligations
under this Section) or which  rightfully  has come into the  possession of 20/20
(other than from EZA) and (ii) to the extent  that 20/20 may become  complied by
Legal Requirements to disclose any of such information,  20/20 may disclose such
information  if it shall  have  used all  reasonable  efforts,  and  shall  have
afforded EZA the opportunity to obtain an appropriate protective order, or other
satisfactory  assurance of confidential  treatment for the protective  order, or
other  satisfactory  assurance of  confidential  treatment,  for the information
compelling to be disclosed. In the event of termination of this Agreement, 20/20
shall use all reasonable  efforts to cause to be delivered to EZA, and retain no
copies of, any documents,  work papers and other materials  obtained by 20/20 or
on its  behalf  from EZA,  whether  so  obtained  before or after the  execution
hereof.

         (b) Any  non-public  information  that  EZA may  obtain  from  20/20 in
connection  with  this  Agreement,  including  but not  limited  to  information
concerning trade secrets, licenses,  research projects, costs, profits, markets,
sales,  customer lists,  strategies,  plans for future development and any other
information of a similar nature,  shall be deemed  confidential  and, unless and
until Closing shall occur,  EZA shall not disclose any such  information  to any
third party (other than its directors, officers and employees, and persons whose
knowledge   thereof  is  necessary  to  facilitate  the   consummation   of  the
transactions  contemplated  hereby) or use such  information to the detriment of
20/20;  provided that (i) EZA may use and disclose any such  information once it
has been publicly  disclosed  (other than by EZA in breach of obligations  under
this  Section) or which  rightfully  has come into the  possession of EZA (other
than from  20/20) and (ii) to the extent  that EZA may become  complied by Legal
Requirements  to  disclose  any of  such  information,  EZA  may  disclose  such
information  if it shall  have  used all  reasonable  efforts,  and  shall  have
afforded 20/20 the opportunity,  to obtain an appropriate  protective  order, or
other  satisfactory  assurance of  confidential  treatment,  for the information
compelled to be disclosed.  In the event of termination of this  Agreement,  EZA
shall use all reasonable  efforts to cause to be delivered to 20/20,  and retain
no copies of, any documents,  work papers and other materials obtained by EZA or
on its behalf from  20/20,  whether so  obtained  before or after the  execution
hereof.

         Section 5.6 PUBLICITY. 20/20 and EZA shall each consult with and obtain
the consent of the other  before  issuing any press  release or making any other
public  disclosure  concerning this Agreement or the  transactions  contemplated

                                      -13-

<PAGE>

hereby unless, in the reasonable  judgment of the disclosing party, a release or
disclosure is required to discharge its disclosure  obligations under applicable
legal requirements,  in which case it shall in good faith consult with the other
party about the form,  content and timing of such release or disclosure prior to
its release of disclosure.

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

         Section 6.1 Conditions to EZA's Obligations.  The obligations of EZA to
consummate the  transactions  contemplated  by this Agreement are subject to the
following conditions:

         (a) Accuracy of  Representations.  The representations of 20/20 in this
Agreement  or in any  Transaction  Document  shall be true and  accurate  in all
material respects at and as of Closing with the same effect as if made at and as
of Closing, except as affected by the transactions contemplated hereby.

         (b)   Performance  of  Agreements.   20/20  shall  have  performed  all
obligations  and agreements and complied with all covenants in this Agreement to
be performed and complied with by it at or before Closing.

         (c)  Officers's  Certificate.  EZA shall have  received  a  certificate
executed  by an  executive  officer of 20/20,  dated as of  Closing,  reasonably
satisfactory in form and substance to EZA certifying that the conditions  stated
in subparagraphs (a) and (b) of this Section have been satisfied.

         (d) Legal  Proceedings.  There  shall be no Legal  Requirement,  and no
judgment shall have been entered and not vacated by any  governmental  authority
of competent  jurisdiction  and no litigation  shall be pending which restrains,
makes illegal or prohibits consummation of the transactions contemplated hereby.

         (e) Consents.  EZA shall have obtained evidence,  in form and substance
satisfactory  to it, that there have been obtained all  consents,  approvals and
authorizations required by this Agreement.

         (f)  Legal  Matters   Satisfactory  to  EZA's  Counsel.   All  actions,
proceedings,  instruments and documents  required to carry out the  transactions
contemplated  by this  Agreement or incidental  thereto and all related  matters
shall be  reasonably  satisfactory  to and approved by EZA's  counsel,  and such
counsel  shall have been  furnished  with such  certified  copies of actions and
proceedings and such other instruments and documents as it shall have reasonably
requested.

         Section 6.2 CONDITIONS TO 20/20'S OBLIGATIONS. The obligations of 20/20
to consummate the transactions contemplated by this Agreement are subject to the
following conditions:

         (a) Accuracy of  Representations.  The  representations  of EZA in this
Agreement  or in any  Transaction  Document  shall be true and  accurate (in all
material  respects)  at and as of Closing  with the same  effect as if they were
made at and as of Closing,  except as afforded by the transactions  contemplated
hereby.

         (b) Performance of Agreements. EZA shall have performed all obligations
and  agreements  and complied  with all  covenants  in this  Agreement or in any
Transaction Document to which it is a party to be performed and complied with by
it at or before closing.

                                      -14-

<PAGE>

         (c)  Officers's  Certificate.  20/20 shall have  received a certificate
executed  by an  executive  officer  of EZA,  dated  as of  Closing,  reasonably
satisfactory  in form and  substance to 20/20,  certifying  that the  conditions
stated in subparagraphs (a) and (b) of this Section have been satisfied.

         (d) Legal  Proceedings.  There  shall be no Legal  Requirement,  and no
judgment shall have been entered and not created by any  governmental  authority
of competent  jurisdiction  and no litigation  shall be pending which restrains,
makes illegal or prohibits consummation of the transactions contemplated hereby.

         (e) Consents. 20/20 shall have obtained evidence, in form and substance
satisfactory  to it, that there have been obtained all  consents,  approvals and
authorizations required by this Agreement.

         (f)  Legal  Matters  Satisfactory  to  20/20's  Counsel.  All  actions,
proceedings,  instruments and documents  required to carry out the  transactions
contemplated  by this  Agreement  or  incidental  thereto and all related  legal
matters shall be reasonably satisfactory to and approved by 20/20's counsel, and
such  counsel  shall  have been  furnished  with  such  copies  of  actions  and
proceedings and such other instruments and documents as it shall have reasonably
requested.

                                    ARTICLE 7
                                 INDEMNIFICATION

         Section  7.1  INDEMNIFICATION  BY  EZA  SHAREHOLDERS.  From  and  after
Closing,  the EZA  Members  set forth in  Exhibit  7, who  together  with  their
subsidiaries,  other corporate affiliates,  and immediate families,  are all the
holders of EZA Interests ("EZA Members") all jointly and severally indemnify and
hold  harmless   20/20,   its  officers,   directors,   employees,   agents  and
representatives  and any person  claiming  by or through  any of them,  from and
against any and all losses and  related  expenses  arising  out of or  resulting
from:

         (a) any  representations  and  warranties of EZA in this  Agreement not
being true and accurate when made or when required by this  Agreement to be true
and accurate; or

         (b) any failure by EZA to perform any of its  covenants,  agreements or
obligations in this Agreement.

         Section 7.2 INDEMNIFICATION BY 20/20. From and after the Closing, 20/20
shall  indemnify  and hold harmless  EZA, its  officers,  directors,  agents and
representatives, and any person claiming by or through any of them as the case
my be, from and against any and all losses and related expenses arising out of
or resulting from:

         (a) any  representations  and warranties of 20/20 in this Agreement not
being true and accurate when made or when required by this  Agreement to be true
and accurate; or

         (b) any failure by 20/20 to perform any of its covenants, agreements or
obligations in this Agreement.

         (c) all undisclosed  abilities and obligations  relating to, or arising
out of activities of 20/20 during periods prior to Closing.

         Section 7.3 INDEMNIFICATION  AGAINST THIRD PARTY CLAIMS. Promptly after
receipt  entitled to  indemnification  hereunder (the  "Indemnitee")  of written


                                      -15-

<PAGE>
notice of the assertion of any claim or the  commencement of any Litigation with
respect to any matter referred to Sections 7.1 or 7.2, the Indemnitee shall give
written notice thereof to the party from whom indemnification is sought pursuant
hereto (the  "Indemnitor")  and thereafter shall keep the Indemnitor  reasonably
informed with respect  thereto,  may provided that failure of the  Indemnitee to
give the Indemnitor  notice as provided  herein shall not relieve the Indemnitor
of its  obligations  hereunder.  In case any  litigation is brought  against any
Indemnitee,  the  Indemnitor  shall be  entitled to  participate  in (and at the
request of the  Indemnitee  shall  assume)  the  defense  thereof  with  counsel
satisfactory to Indemnitee at the Indemnitor's  expense.  If the Indemnitor,  at
the  Indemnitee's  request,  shall  assume the defense of any  settlement  shall
include as an  unconditional  term  thereof  the giving by the  claimant  or the
plaintiff of a release of the Indemnitee,  satisfactory to the Indemnitee,  from
all liability with respect to such litigation.

         Section 7.4 TIME AND MANNER OF CERTAIN CLAIMS. The  representations and
warranties of 20/20 and the EZA Members in this Agreement shall survive Closing;
provided,  however,  that neither 20/20 nor the Members shall have any liability
under Section 7.1 or 7.2, respectively,  unless a claim is asserted by the party
seeking  indemnification  thereunder  by  written  notice to the party from whom
indemnification  is sought  within  three  years after  Closing,  and such party
commences litigation seeking such indemnification  within 180 days following the
date of such notice.

         Section  7.5  EFFECT OF DE MINIMUS  DAMAGE ON  INDEMNITY  BY  PRINCIPAL
SHAREHOLDERS. The Members shall have no indemnity obligations under this Article
7 unless  aggregate  amount payable by them under this Article 7 is in excess of
$10,000.

         Section 7.6 TAX EFFECT. In calculating  amount payable to an Indemnitee
hereunder  (i) the  amount of the  indemnified  losses  shall be  reduced by the
amount of any reduction in the  Indemnitee's  liability for taxes resulting from
the facts or  occurrence  giving rise to the  indemnified  losses;  and (ii) the
amount  of the  indemnified  losses  shall be  grossed  up by the  amount of any
increase in liability  for taxes  resulting  from  indemnification  with respect
thereto.

                                    ARTICLE 8
                                   TERMINATION

         Section 8.1 TERMINATION EVENTS.   This Agreement  may be terminated and
the transactions contemplated hereby may be abandoned:

         (a) at any time, by the mutual agreement of 20/20 and EZA.

         (b) by either  20/20 and EZA,  if the  other is in  material  breach or
default of its respective  covenants,  agreements or other obligations hereunder
or if any of its representations and warranties herein are not true and accurate
in all material respects when made or when otherwise  required by this Agreement
to be true and accurate.

         (c) by either  20/20 or EZA upon  written  notice to the other,  if the
transactions  contemplated  by this Agreement are not consummated on or prior to
June 16,  2003,  for any reason  other than  material  breach or default by such
party of its respective representations,  warranties,  covenants,  agreements or
other obligations hereunder.

         (d) by  20/20 if the sum of  $240,000  is not  received  by Crown on or
before July 7, 2003.

                                      -16-

<PAGE>

         Section  8.2  EFFECT  OF  TERMINATION.   If  this  Agreement  shall  be
terminated, all obligations of the parties hereunder shall terminate, except for
the obligations set forth in section 5.5, 5.6 and 9.3.

                                    ARTICLE 9
                                  MISCELLANEOUS

         Section 9.1 EXPENSES. Each party shall pay its own expenses incurred as
a result of this transaction.

         Section 9.2 WAIVER AND  MODIFICATIONS.  Any of the  provisions  of this
Agreement  may be  waived  at any  time by the  party  entitled  to the  benefit
thereof,  upon the authority of the Board of Directors of such party. Any of the
provisions  of this  Agreement  (including  the  exhibits  and the  Agreement of
Merger)  may be  modified  at any time  prior to and  after  the vote of the EZA
Shareholders by agreement in writing  approved by the Board of Directors of each
party and executed in the same manner (but  necessarily  by the same persons) as
this Agreement, provided that such modification,  after the last vote of the EZA
Shareholders shall not be allowed,  if in the judgment of the Board of Directors
of EZA, it affects  materially and adversely the benefits of EZA's  Shareholders
under this  Agreement of Merger.  To the extent  permitted by law, the powers of
the Board of Directors may be delegated by the Board of the Executive  Committee
of such Board or by such Board (or by the Executive  Committee to the extent any
matter has been  delegated  to such  Committee  by the Board) to any  officer or
officers of such party, and any notices, consents or other action referred to in
this Agreement may be given or taken by any officer so authorized.

         Section  9.3  FINDER  COMMISSIONS.  20/20 and EZA each  represents  and
warrants  that no broker or finder is entitled to any  brokerage or finder's fee
or other commission based on agreements,  arrangements or understandings made by
it with respect to the  transactions  contemplated  by this  Agreement or by the
Agreement of Merger, other than set forth in Exhibit 9.3.

         Section 9.4 NOTICES. Any notice request, instruction or other documents
to be given  hereunder  or under the  Agreement of Merger by any part to another
shall be in writing and delivered  personally or sent by registered or certified
mail, postage prepaid,

         if to 20/20, addressed to:

         20/20 Networks, Inc.
         20700 Ventura Blvd. Suite 227
         Woodland Hills CA 91364

         if to EZA, addressed to:

         E-Z Arch, LLC
         Attn: Edward Gallagher, Manager
         400-850 West Hastings St.
         Vancouver BC V6C 1E1

         Section 9.5  ABANDONMENT.  At any time before the effective  Date, this
Merger  Agreement may be terminated and the merger may be abandoned by the Board
of Directors of 20/20 or the managers of EZA or both,  notwithstanding  approval
of this Agreement by the EZA Members or the 20/20 Shareholders or both.

         Section  9.6  ENTIRE  AGREEMENT.  This  Agreement  and  Plan of  Merger
represents the entire agreement between the parties. Any and all oral or written
agreements


                                      -17-

<PAGE>

concerning this merger shall be deemed null and void.

         Section  9.6  GOVERNING  LAW.  This  Agreement  shall be  governed  by,
construed, and enforced in accordance with the laws of the State of Nevada.

         Section  9.7  COUNTERPARTS.  In  order to  facilitate  the  filing  and
recording  of this Merger  Agreement,  the same may be executed in any number of
counterparts, each of which shall be deemed to be an original.

         IN WITNESS WHEREOF,  20/20 and EZA, by their duly authorized  officers,
have executed and delivered this Agreement  effective as of the date first above
written.

                                           20/20 Networks, Inc.



                                           By: /s/ Charles Smith
                                              --------------------------------
                                              Charles Smith, CEO



                                           E-Z Arch, LLC



                                           By: /s/ Edward Gallagher
                                              --------------------------------
                                              Edward Gallagher, Manager


                                      -18-

<PAGE>

</TEXT>
</DOCUMENT>
