PROCARE INDUSTRIES LTD
AGREEMENT AND PLAN OF MERGER
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>



                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                            PROCARE INDUSTRIES, LTD.,

                          FASTPOINT ACQUISITION CORP.,

                                ROBERT W. MARSIK,

                                       AND

                         FASTPOINT COMMUNICATIONS, INC.






                           Dated as of August 8, 2000





<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I THE MERGER  1
         Section 1.1  Merger and Surviving Corporation......................1
         Section 1.2  Effective Time of the Merger..........................1
ARTICLE II THE SURVIVING CORPORATION........................................2
         Section 2.1  Certificate of Incorporation..........................2
         Section 2.2  By-laws...............................................2
         Section 2.3  Directors.............................................2
         Section 2.4  Officers..............................................2
         Section 2.5  Directors of Parent...................................2
ARTICLE III CONVERSION OF SHARES............................................2
         Section 3.1  Conversion of Company Common Stock....................2
         Section 3.2  Conversion of Company Preferred Stock.................3
         Section 3.3  Assumption of Options.................................3
         Section 3.4  Assumption of Warrants................................3
         Section 3.5  Conversion of Subsidiary Shares.......................4
         Section 3.6  Exchange of Certificates..............................4
         Section 3.7  No Fractional Securities..............................5
         Section 3.8  Closing...............................................6
         Section 3.9  Closing of the Company's Transfer Books...............6
         Section 3.10 Adjustments to Exchange Number........................6
         Section 3.11 Dissenting Shares.....................................6
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MARSIK..............8
         Section 4.1  Organization and Qualification........................8
         Section 4.2  Capitalization........................................8
         Section 4.3  Subsidiaries..........................................9
         Section 4.4  Authority; Non-Contravention; Approvals...............9
         Section 4.5  Reports and Financial Statements.....................10
         Section 4.6  Absence of Undisclosed Liabilities...................10
         Section 4.7  No Operations........................................11
         Section 4.8  Litigation...........................................11
         Section 4.9  No Violation of Law..................................11
         Section 4.10 Compliance with Agreements...........................11
         Section 4.11 Taxes................................................11
         Section 4.12 Employees; Employee Benefit Plans....................12
         Section 4.13 Contracts............................................12
         Section 4.14 Ultimate Parent......................................12
         Section 4.15 Name.................................................12
         Section 4.16 Brokers and Finders..................................13
         Section 4.17 Company Stock........................................13
         Section 4.18 Representations Complete.............................13
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................13
         Section 5.1  Organization and Qualification.......................13
         Section 5.2  Capitalization.......................................14
         Section 5.3  Subsidiaries.........................................14
         Section 5.4  Authority; Non-Contravention; Approvals..............14
         Section 5.5  Financial Statements.................................15
         Section 5.6  Absence of Certain Changes or Events.................16
         Section 5.7  Litigation...........................................16
         Section 5.8  No Violation of Law..................................16
         Section 5.9  Compliance with Agreements...........................17
         Section 5.10 Taxes................................................17
         Section 5.11 Employee Benefit Plans...............................17
         Section 5.12 Brokers and Finders..................................17
         Section 5.13 Representations Complete.............................18
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER..........................18
         Section 6.1  Conduct of Business by the Company Pending
                         the Merger........................................18
         Section 6.2  Conduct of Business by Parent and Merger
                         Subsidiary Pending the Merger.....................18
         Section 6.3  Control of the Company's Operations..................19
         Section 6.4  Control of Parent's Operations.......................19


                                       ii
<PAGE>

ARTICLE VII ADDITIONAL AGREEMENTS..........................................19
         Section 7.1  Access to Information................................19
         Section 7.2  Fairness Hearing.....................................20
         Section 7.3  Consent Solicitation Statement.......................21
         Section 7.4  Shareholder Approval.................................21
         Section 7.5  Intentionally Omitted................................21
         Section 7.6  Listing of Shares....................................21
         Section 7.7  Name Change..........................................21
         Section 7.8  Expenses and Fees....................................21
         Section 7.9  Agreement to Cooperate...............................22
         Section 7.10 Public Statements....................................22
         Section 7.11 Marsik's Shares......................................22
ARTICLE VIII CONDITIONS....................................................23
         Section 8.1  Conditions to Each Party's Obligation
                        to Effect the Merger...............................23
         Section 8.2  Conditions to Obligation of the Company to
                        Effect the Merger..................................23
         Section 8.3  Conditions to Obligations of Parent and
                        Merger Subsidiary to Effect the Merger.............25
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER...............................26
         Section 9.1  Termination..........................................26
         Section 9.2  Effect of Termination................................27
ARTICLE X INDEMNIFICATION..................................................27
         Section 10.1 Survival.............................................27
         Section 10.2 Indemnity............................................28
         Section 10.3 Notice of Asserted Liability.........................28
         Section 10.4 Opportunity to Defend................................28
         Section 10.5 Contribution.........................................29
ARTICLE XI GENERAL PROVISIONS..............................................29
         Section 11.1 Notices..............................................29
         Section 11.2 Entire Agreement.....................................30
         Section 11.3 Waiver...............................................30
         Section 11.4 Interpretation.......................................30
         Section 11.5 Severability.........................................31
         Section 11.6 Governing Law........................................31
         Section 11.7 Counterparts.........................................32

List of Schedules
5.4(b)   -        Conflicts
5.5      -        Liabilities
5.6      -        Litigation
5.9               Non-Compliance
5.11     -        Employee Benefit Plans

List of Exhibits
A        -        Escrow Agreement
B        -        Opinion of Counsel to Parent
C        -        Opinion of Counsel to the Company
D        -        Form of Warrant

                                      iii

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 8, 2000,
by and among  ProCare  Industries,  Ltd.,  a  Colorado  corporation  ("Parent"),
FastPoint   Acquisition  Corp.,  a  Delaware   corporation  and  a  wholly-owned
subsidiary of Parent  ("Merger  Subsidiary"),  Robert W. Marsik  ("Marsik")  and
FastPoint Communications, Inc., a Delaware corporation (the "Company").

                                   WITNESSETH

     WHEREAS, Parent is a publicly-traded corporation;

     WHEREAS, Marsik is a director,  executive officer and principal shareholder
of Parent;

     WHEREAS,  the Board of  Directors  of  Parent,  Merger  Subsidiary  and the
Company have approved the merger of Merger  Subsidiary with and into the Company
on the terms and  subject to the  conditions  set forth in this  Agreement  (the
"Merger"); and

     WHEREAS,  for federal  income tax purposes,  it is intended that the Merger
shall qualify as a tax-free  reorganization within the meaning of Section 368(a)
of  the  Internal  Revenue  Code  of  1986,  as  amended,  and  the  regulations
thereunder.

     NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  respective
representations,  warranties,  covenants,  agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree as
follows:

                                   ARTICLE I

                                   THE MERGER

     Section 1.1 Merger and Surviving Corporation. Upon the terms and subject to
the conditions of this  Agreement,  at the Effective Time (as defined in Section
1.2) in  accordance  with the General  Corporation  Law of the State of Delaware
(the "DGCL"),  Merger  Subsidiary  shall be merged with and into the Company and
the separate  existence of Merger  Subsidiary shall thereupon cease. The Company
shall be the surviving  corporation in the Merger and is  hereinafter  sometimes
referred to as the "Surviving Corporation."

     Section 1.2 Effective Time of the Merger. The Merger shall become effective
at such time (the  "Effective  Time") as a certificate  of merger for the Merger
shall be duly filed with the  Secretary  of State of the State of Delaware  (the
"Merger Filing"). The Merger Filing shall be made simultaneously with or as soon
as  practicable  after the  closing  of the  transactions  contemplated  by this
Agreement in  accordance  with Section 3.8. The parties  acknowledge  that it is
their mutual desire and intent to consummate  the Merger as soon as  practicable
after the date hereof, but not later than September 15, 2000.  Accordingly,  the
parties shall use all reasonable efforts to satisfy or cause to be satisfied the
conditions set forth in Article VIII.

                                   ARTICLE II

                           THE SURVIVING CORPORATION

     Section 2.1 Certificate of Incorporation.  The Certificate of Incorporation
of the Company as in effect immediately prior to the Effective Time shall be the
Certificate of  Incorporation of the Surviving  Corporation  after the Effective
Time, and thereafter may be amended in accordance with its terms and as provided
in the DGCL.


<PAGE>


     Section 2.2  By-laws.  The By-laws of the Company as in effect  immediately
prior to the Effective  Time shall be the By-laws of the  Surviving  Corporation
after the Effective Time, and thereafter may be amended in accordance with their
terms and as provided  by the  Certificate  of  Incorporation  of the  Surviving
Corporation and the DGCL.

     Section 2.3 Directors.  The directors of the Company  immediately  prior to
the Effective Time shall be the directors of the Surviving Corporation after the
Effective Time, and such directors shall serve in accordance with the By-laws of
the Surviving Corporation until their respective successors are duly elected and
qualified.

     Section 2.4 Officers.  The officers of the Company immediately prior to the
Effective  Time shall be the  officers of the  Surviving  Corporation  after the
Effective  Time, and such officers shall serve in accordance with the By-laws of
the Surviving  Corporation until their respective  successors are duly appointed
and qualified.

     Section 2.5  Directors  of Parent.  The Board of  Directors of Parent shall
prior to the Effective  Time take such actions as shall be necessary so that the
persons  serving  as the  directors  of the  Company  immediately  prior  to the
Effective  Time  shall be the sole  directors  of Parent  immediately  after the
Effective  Time,  which  directors shall serve in accordance with the By-laws of
Parent until their respective successors are duly elected and qualified.

                                  ARTICLE III

                              CONVERSION OF SHARES

     Section 3.1 Conversion of Company Common Stock.  At the Effective  Time, by
virtue of the  Merger  and  without  any action on the part of any holder of any
capital  stock of the  Company,  each  issued and  outstanding  share of Company
Common Stock (as defined in Section 5.2(a)), shall, subject to Sections 3.6, 3.7
and 3.11,  be  converted  into the right to receive 1.6 shares of Parent  Common
Stock (as defined in Section 4.2(a)) (the "Exchange Number").

     Section 3.2 Conversion of Company  Preferred  Stock. At the Effective Time,
by virtue of the Merger and  without any action on the part of any holder of any
capital  stock of the  Company,  each  issued and  outstanding  share of Company
Preferred Stock (as defined in Section 5.2(a)),  shall, subject to Sections 3.6,
3.7 and 3.11,  be  converted  into the right to  receive  1.77  shares of Parent
Common Stock.

     Section 3.3 Assumption of Options.  At the Effective Time, by virtue of the
Merger and without any action on the part of any holder of any capital  stock of
the Company,  each outstanding option to purchase shares of Company Common Stock
(a "Company Option"), whether or not then exercisable,  will be deemed an option
to purchase shares of Parent Common Stock.  Each Company Option will continue to
have,  and be subject to, the same terms and  conditions  set forth in the stock
option or other agreement pursuant to which it was granted, except that (i) each
Company  Option  will  be  exercisable   (subject  to  any  applicable   vesting
provisions)  for that number of whole shares of Parent Common Stock equal to the
product of the number of shares of Company  Common Stock that were issuable upon
exercise of such Company Option immediately prior to the Effective Time (without
regard to the vesting  provisions)  multiplied by the Exchange  Number,  rounded
down to the nearest whole number of shares of Parent Common Stock,  (ii) the per
share  exercise  price for the  shares  of Parent  Common  Stock  issuable  upon
exercise of such  Company  Option will be equal to the  quotient  determined  by
dividing  the  exercise  price per share of Company  Common  Stock at which such
Company Option was  exercisable  immediately  prior to the Effective Time by the
Exchange  Number,  rounded up to the nearest  whole cent;  and (iii)  continuous
employment  with  Company  shall be credited  to the  optionee  for  purposes of
determining the vesting of all Company Options after the Effective Time.



                                       2
<PAGE>


     Section 3.4 Assumption of Warrants. At the Effective Time, by virtue of the
Merger and without any action on the part of any holder of any capital  stock of
the Company, each outstanding warrant to purchase shares of Company Common Stock
(a "Company Warrant"), whether or not then exercisable, will be deemed a warrant
to purchase Shares of Parent Common Stock. Each Company Warrant will continue to
have, and be subject to, the same terms and conditions set forth in such Company
Warrant,  except that (i) each Company  Warrant will be exercisable  (subject to
any  applicable  vesting  provisions)  for that number of whole shares of Parent
Common  Stock  equal to the  product of the  number of shares of Company  Common
Stock that were issuable upon exercise of such Company Warrant immediately prior
to the Effective Time (without regard to the vesting  provisions)  multiplied by
the  Exchange  Number,  rounded  down to the nearest  whole  number of shares of
Parent  Common  Stock and (ii) the per share  exercise  price for the  shares of
Parent Common Stock issuable upon exercise of such Company Warrant will be equal
to the quotient  determined by dividing the exercise  price per share of Company
Common Stock at which such Company Warrant was exercisable  immediately prior to
the Effective Time by the Exchange Number, rounded up to the nearest whole cent.

     Section 3.5  Conversion of  Subsidiary  Shares.  At the Effective  Time, by
virtue of the Merger and without  any action on the part of Parent,  each issued
and  outstanding  share of common stock,  $.01 par value,  of Merger  Subsidiary
shall be  converted  into one  share of common  stock,  $.01 par  value,  of the
Surviving Corporation.

     Section 3.6 Exchange of Certificates.

          (a) From and after the Effective  Time,  each holder of an outstanding
     certificate  which  immediately  prior to the  Effective  Time  represented
     shares of  Company  Common  Stock or  Company  Preferred  Stock  (shares of
     Company Common Stock and Company Preferred Stock are hereinafter  sometimes
     referred to as  "Company  Capital  Stock")  shall be entitled to receive in
     exchange  therefor,  upon surrender thereof to an exchange agent reasonably
     satisfactory  to  Parent  and  the  Company  (the  "Exchange   Agent"),   a
     certificate  or  certificates  representing  the number of whole  shares of
     Parent  Common  Stock to which such holder is entitled  pursuant to Section
     3.1 or 3.2.  Notwithstanding  any other  provision of this  Agreement,  (i)
     until the holder of a certificate  representing  shares of Company  Capital
     Stock has surrendered the certificate for exchange as provided  herein,  no
     dividends  shall be paid with  respect  to any shares  represented  by such
     certificate and no payment for fractional  shares shall be made thereon and
     (ii) without regard to when such certificate is surrendered for exchange as
     provided herein,  no interest shall be paid on any dividends or any payment
     for fractional  shares.  Upon surrender of a certificate  which immediately
     prior to the Effective Time  represented  shares of Company  Capital Stock,
     there  shall be paid to the  holder of such  certificate  the amount of any
     dividends  which  theretofore  became  payable,  but which were not paid by
     reason of the  foregoing,  with  respect to the  number of whole  shares of
     Parent  Capital  Stock  represented  by the  certificate  issued  upon such
     surrender.

          (b) If any  certificate  for shares of Parent  Capital  Stock is to be
     issued in a name  other  than that in which the  certificate  for shares of
     Company Capital Stock  surrendered in exchange  therefor is registered,  it
     shall be a  condition  of such  exchange  that the person  requesting  such
     exchange  shall pay any  applicable  transfer  or other  taxes  required by
     reason of such issuance.

          (c) Promptly after the Effective Time,  Parent shall make available to
     the Exchange Agent the  certificates  representing  shares of Parent Common
     Stock  required to effect the exchanges  referred to in paragraph (a) above
     and cash for payment of any fractional shares referred to in Section 3.7.



                                       3
<PAGE>


          (d)  Promptly  after the  Effective  Time,  Parent  shall  direct  the
     Exchange  Agent  to mail to each  holder  of  record  of a  certificate  or
     certificates  that  immediately  prior to the  Effective  Time  represented
     outstanding  shares of Company  Capital Stock (the "Company  Certificates")
     (i) a letter of  transmittal  (which shall specify that  delivery  shall be
     effected,  and risk of loss and  title to the  Company  Certificates  shall
     pass, only upon actual delivery of the Company Certificates to the Exchange
     Agent) and (ii)  instructions  for use in  effecting  the  surrender of the
     Company  Certificates in exchange for certificates  representing  shares of
     Parent  Common  Stock.   Upon   surrender  of  Company   Certificates   for
     cancellation to the Exchange Agent, together with a duly executed letter of
     transmittal and such other documents as the Exchange Agent shall reasonably
     require,  the holder of such  Company  Certificates  shall be  entitled  to
     receive in  exchange  therefor a  certificate  representing  that number of
     whole  shares of Parent  Common  Stock  into  which the  shares of  Company
     Capital  Stock  theretofore  represented  by the  Company  Certificates  so
     surrendered shall have been converted pursuant to the provisions of Section
     3.1 or 3.2 as applicable, and the Company Certificates so surrendered shall
     be canceled.  Notwithstanding the foregoing, neither the Exchange Agent nor
     any party hereto  shall be liable to a holder of shares of Company  Capital
     Stock for any shares of Parent  Common Stock or dividends or  distributions
     thereon  delivered to a public  official  pursuant to applicable  abandoned
     property, escheat or similar laws.

          (e)  Promptly  following  the date  which  is nine  months  after  the
     Effective  Time,  the  Exchange  Agent  shall  deliver  to Parent all cash,
     certificates (including any Parent Common Stock) and other documents in its
     possession  relating to the transactions  described in this Agreement,  and
     the Exchange Agent's duties shall terminate.  Thereafter,  each holder of a
     Company  Certificate  may surrender such Company  Certificate to Parent and
     (subject to  applicable  abandoned  property,  escheat  and  similar  laws)
     receive in exchange  therefor  Parent  Common  Stock,  without any interest
     thereon.

          (f) In the event any Company  Certificate shall have been lost, stolen
     or  destroyed,  upon the making of an  affidavit of that fact by the person
     claiming such Company  Certificate to be lost, stolen or destroyed,  Parent
     shall cause to be issued in  exchange  for such lost,  stolen or  destroyed
     Company  Certificate  shares of Parent Common Stock  deliverable in respect
     thereof  determined in accordance  with this Article III. When  authorizing
     such payment in exchange therefor, the Board of Directors of Parent may, in
     its  discretion  and as a  condition  precedent  to the  issuance  thereof,
     require the owner of such lost, stolen or destroyed Company  Certificate to
     give  Parent  such  indemnity  as it may  reasonably  direct as  protection
     against  any claim  that may be made  against  Parent  with  respect to the
     Company Certificate alleged to have been lost, stolen or destroyed.

     Section 3.7 No Fractional  Securities.  Notwithstanding any other provision
of this  Agreement,  no  certificates  or scrip for fractional  shares of Parent
Common Stock shall be issued in the Merger and no Parent Common Stock  dividend,
stock  split or  interest  shall  relate to any  fractional  security,  and such
fractional interests shall not entitle the owner thereof to vote or to any other
rights of a security holder. In lieu of any such fractional shares,  each holder
of Company  Capital  Stock who would  otherwise  have been  entitled  to receive
(after  aggregating all fractional  shares of Parent Common Stock that otherwise
would be received by the  holder) a fraction of a share of Parent  Common  Stock
upon surrender of Company Certificates for exchange shall be entitled to receive
from the Exchange Agent a cash payment equal to such fraction  multiplied by the
average  closing  price per share of Parent Common Stock as reported on the NASD
OTC Electronic  Bulletin Board during the 10 trading days immediately  preceding
the Effective Time.



                                       4
<PAGE>


     Section  3.8  Closing.  The closing  (the  "Closing")  of the  transactions
contemplated by this Agreement shall take place at Sheppard,  Mullin,  Richter &
Hampton LLP, 333 South Hope Street, 48th Floor, Los Angeles, California 90071 on
the fifth business day  immediately  following the date on which the last of the
conditions  set forth in Article VIII is  fulfilled or waived,  or at such other
time and place as Parent  and the  Company  shall  agree  (the date on which the
Closing occurs is referred to in this Agreement as the "Closing Date"),  but not
later than September 15, 2000.

     Section  3.9  Closing of the  Company's  Transfer  Books.  At and after the
Effective Time,  holders of Company  Certificates shall cease to have any rights
as shareholders of the Company, except for the right to receive shares of Parent
Common  Stock  pursuant to Section 3.1 or 3.2,  as  applicable  and the right to
receive cash for payment of  fractional  shares  pursuant to Section 3.7. At the
Effective  Time,  the stock transfer books of the Company shall be closed and no
transfer of shares of Company Capital Stock which were  outstanding  immediately
prior to the Effective  Time shall  thereafter be made.  If, after the Effective
Time,   subject  to  the  terms  and  conditions  of  this  Agreement,   Company
Certificates  formerly  representing  Company  Capital  Stock are  presented  to
Parent,  they  shall be  canceled  and  exchanged  for  Parent  Common  Stock in
accordance with Section 3.1.

     Section 3.10 Adjustments to Exchange  Number.  The Exchange Number shall be
adjusted to reflect  fully the effect of any stock split,  reverse  stock split,
stock dividend,  reorganization,  recapitalization or any other like change with
respect to Parent Common Stock or Company Common Stock  occurring after the date
hereof  and prior to the  Effective  Time.  References  to the  Exchange  Number
elsewhere in this Agreement  shall be deemed to refer to the Exchange  Number as
it may have been adjusted pursuant to this Section 3.10.

     Section 3.11 Dissenting Shares. Shares of Company Capital Stock held by any
holder entitled to and seeking relief as a dissenting shareholder under the DGCL
or  under  the  California  General   Corporation  Law  (the  "CGCL")  ("Company
Dissenting  Shares")  shall not be  converted  into the right to receive  Parent
Common Stock but shall be converted into such  consideration  as may be due with
respect to such shares pursuant to the applicable provisions of the DGCL and the
CGCL,  unless and until the right of such holder to receive  fair value for such
Company  Dissenting  Shares terminates in accordance with the DGCL and the CGCL.
If such right is  terminated  otherwise  than by the  purchase of such shares by
Parent,  then such shares shall cease to be Company  Dissenting Shares and shall
be converted  into and  represent  the right to receive  Parent  Common Stock as
provided in Section 3.1 or 3.2 as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                              OF PARENT AND MARSIK

     Parent and Marsik,  jointly  and  severally,  represent  and warrant to the
Company that:

     Section  4.1  Organization  and  Qualification.  Each of Parent  and Merger
Subsidiary  is a  corporation  duly  organized,  validly  existing  and in  good
standing under the laws of the state of its  incorporation and has the requisite
power and authority to own,  lease and operate its assets and  properties and to
carry on its  business as it is now being  conducted.  Each of Parent and Merger
Subsidiary  is  qualified  to do  business  and  is in  good  standing  in  each
jurisdiction  in which the  properties  owned,  leased or  operated by it or the
nature of the business conducted by it makes such qualification necessary. True,
accurate  and  complete  copies  of each of  Parent's  and  Merger  Subsidiary's
Certificates of Incorporation and By-laws, in each case as in effect on the date
hereof,  including all amendments thereto, have heretofore been delivered to the
Company.



                                       5
<PAGE>


     Section 4.2 Capitalization.

          (a) The  authorized  capital stock of Parent  consists of  100,000,000
     shares of common stock,  no par value  ("Parent  Common  Stock"),  of which
     1,785,559  shares are  issued  and  outstanding,  and  5,000,000  shares of
     preferred stock,  $1.00 par value, none of which are issued or outstanding.
     All of the issued and outstanding shares of Parent Common Stock are validly
     issued and are fully paid, nonassessable and free of preemptive rights.

          (b) The  Parent  Common  Stock is  quoted  on the NASD OTC  Electronic
     Bulletin  Board.  Since  qualifying  for trading on the NASD OTC Electronic
     Bulletin  Board,  trading of the Parent  Common Stock  thereon has not been
     suspended, nor is there any basis for suspension of such trading.

          (c) The  authorized  capital  stock of Merger  Subsidiary  consists of
     1,000  shares of common  stock,  $.001 par  value,  of which 100 shares are
     issued and outstanding,  all of which shares are owned  beneficially and of
     record by Parent.

          (d) Except for Parent's obligations hereunder or described in Parent's
     Form 10-KSB for the year ended December 31, 1999,  there are no outstanding
     subscriptions,  options,  calls,  contracts,  commitments,  understandings,
     restrictions,  arrangements,  rights or  warrants,  including  any right of
     conversion or exchange under any outstanding security,  instrument or other
     agreement  and  also  including  any  rights  plan or  other  anti-takeover
     agreement,  obligating  Parent or Merger  Subsidiary  to issue,  deliver or
     sell, or cause to be issued,  delivered or sold,  additional  shares of the
     capital stock of Parent or obligating Parent or Merger Subsidiary to grant,
     extend or enter into any such agreement or commitment, nor does any person,
     with the  exception of Arlington  Capital,  LLC,  have the right to require
     Parent to register for sale under the  Securities  Act of 1933, as amended,
     any  securities  of Parent.  There are no voting  trusts,  proxies or other
     agreements  or  understandings  to which Parent or Merger  Subsidiary  is a
     party or is bound with respect to the voting of any shares of capital stock
     of Parent.

          (e) The shares of Parent Common Stock to be issued in connection  with
     the Merger will be at the time of issuance duly authorized, validly issued,
     fully paid and nonassessable and free of preemptive rights.

     Section  4.3  Subsidiaries.  Other than  Merger  Subsidiary,  Parent has no
direct  or  indirect  subsidiaries.   As  used  in  this  Agreement,   the  term
"subsidiary"  means,  when used with  reference  to any  person or  entity,  any
corporation,  partnership, joint venture or other entity of which such person or
entity  (either  acting alone or together,  with its other  subsidiaries)  owns,
directly or indirectly,  50% or more of the stock or other voting interests, the
holders of which are  entitled  to vote for the  election  of a majority  of the
board  of  directors  or  any  similar   governing  body  of  such  corporation,
partnership, joint venture or other entity.

     Section 4.4 Authority; Non-Contravention; Approvals.

          (a) Parent and Merger  Subsidiary  each has full  corporate  power and
     authority to enter into this Agreement and to consummate  the  transactions
     contemplated  hereby.  This  Agreement  has been  approved by the Boards of
     Directors  of Parent and  Merger  Subsidiary  (and by  Parent,  as the sole
     shareholder of Merger  Subsidiary),  and no other corporate  proceedings on
     the part of Parent or Merger  Subsidiary  are  necessary to  authorize  the
     execution and delivery of this Agreement or the  consummation by Parent and
     Merger Subsidiary of the transactions contemplated hereby. Without limiting
     the  foregoing,  neither the  execution  and delivery of this  Agreement by
     Parent  or  Merger  Subsidiary,  nor  the  consummation  by  either  of the
     transactions  contemplated hereby, require the approval of any shareholders
     of Parent.  This  Agreement has been duly executed and delivered by each of
     Parent,  Merger Subsidiary and Marsik, and, assuming the due authorization,
     execution  and  delivery  hereof by the  Company,  constitutes  a valid and
     legally binding agreement of each of Parent,  Merger Subsidiary and Marsik,
     enforceable against each of them in accordance with its terms.

                                       6
<PAGE>


          (b) The execution and delivery of this Agreement by each of Parent and
     Merger  Subsidiary  do not violate,  conflict with or result in a breach of
     any provision  of, or constitute a default (or an event which,  with notice
     or lapse of time or both,  would  constitute a default) under, or result in
     the termination of, or accelerate the performance required by, or result in
     a right of termination or acceleration  under, or result in the creation of
     any  lien,  security  interest,  charge  or  encumbrance  upon  any  of the
     properties or assets of Parent or Merger Subsidiary under any of the terms,
     conditions  or  provisions  of (i) the  respective  charters  or by-laws of
     Parent  or Merger  Subsidiary,  (ii) any  statute,  law,  ordinance,  rule,
     regulation, judgment, decree, order, injunction, writ, permit or license of
     any  court  or  governmental  authority  applicable  to  Parent  or  Merger
     Subsidiary  or any of their  respective  properties  or assets or (iii) any
     note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
     concession, contract, lease or other instrument, obligation or agreement of
     any kind to which  Parent or Merger  Subsidiary  is now a party or by which
     Parent or Merger Subsidiary or any of their respective properties or assets
     may be bound or affected.  The consummation by Parent and Merger Subsidiary
     of the transactions  contemplated  hereby will not result in any violation,
     conflict, breach, termination,  acceleration or creation of liens under any
     of the terms,  conditions  or  provisions  described in clauses (i) through
     (iii) of the preceding sentence.

          (c) Except for the filings expressly contemplated by this Agreement to
     be  made  by  Parent  or  Merger  Subsidiary,  no  declaration,  filing  or
     registration with, or notice to, or authorization,  consent or approval of,
     any  governmental  or  regulatory  body or authority  is necessary  for the
     execution and delivery of this Agreement by Parent or Merger  Subsidiary or
     the  consummation  by  Parent  or  Merger  Subsidiary  of the  transactions
     contemplated hereby.

     Section 4.5  Reports  and  Financial  Statements.  Since  December 7, 1998,
Parent has filed on a timely basis with the Securities  and Exchange  Commission
(the  "SEC")  all  forms,  statements,  reports  and  documents  (including  all
exhibits,  amendments and supplements  thereto) required to be filed by it under
each of the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the
respective  rules and  regulations  thereunder,  all of  which,  as  amended  if
applicable  (collectively,  the "Parent SEC  Reports"),  and has complied in all
material  respects with all applicable  requirements  of the appropriate act and
the rules and regulations thereunder. Parent is not subject to any Liability (as
defined in Section 4.6) for its failure to comply prior to December 7, 1998 with
the filings described in the preceding  sentence.  As of their respective dates,
the Parent SEC Reports did not contain any untrue  statement of material fact or
omit to state a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.  The audited  financial  statements and unaudited  interim
financial statements of Parent included in the Parent SEC Reports (collectively,
the "Parent  Financial  Statements")  were prepared in accordance with generally
accepted  accounting  principles applied on a consistent basis (except as may be
indicated  therein or in the notes  thereto) and fairly  presented the financial
position of Parent as of the dates thereof and the results of its operations and
changes in financial position for the periods then ended,  subject,  in the case
of the unaudited  interim  financial  statements,  to normal  year-end and audit
adjustments and any other adjustments described therein. None of the information
that will be supplied by Parent for inclusion in the documentation  contemplated
by Sections 7.2 and 7.3 will contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made, not misleading.



                                       7
<PAGE>


     Section 4.6 Absence of Undisclosed  Liabilities.  Neither Parent nor Merger
Subsidiary  has any  liabilities,  guarantees,  or  other  obligations  (whether
absolute,  accrued,  contingent  or otherwise)  of any nature  (individually,  a
"Liability," and collectively  "Liabilities"),  other than Liabilities that will
be paid on or prior to the Effective Time.

     Section 4.7 No Operations. Since January 1, 1991, Parent has not engaged in
any business  operations.  Merger  Subsidiary  has never engaged in any business
operations.

     Section 4.8 Litigation.  There are no claims, suits, actions or proceedings
pending  or, to the  knowledge  of Parent,  threatened  against,  relating to or
affecting  Parent  or  Merger   Subsidiary,   before  any  court,   governmental
department, commission, agency, instrumentality or authority, or any arbitrator.
Neither  Parent  nor Merger  Subsidiary  is  subject  to any  judgment,  decree,
injunction,  rule or order of any court,  governmental  department,  commission,
agency, instrumentality or authority or any arbitrator.

     Section 4.9 No Violation of Law. Neither Parent nor Merger Subsidiary is in
violation  of, or has been given notice or been charged with any  violation  of,
any law, statute,  order, rule, regulation,  ordinance,  or judgment (including,
without limitation,  any applicable  environmental law, ordinance or regulation)
of any governmental or regulatory body or authority.  No investigation or review
by any  governmental  or regulatory  body or authority is pending or threatened,
nor has any governmental or regulatory body or authority  indicated an intention
to conduct the same,  with  respect to Parent or Merger  Subsidiary.  Parent and
Merger Subsidiary have all permits, licenses, franchises, variances, exemptions,
orders and other governmental  authorizations,  consents and approvals necessary
to conduct their businesses as presently  conducted  (collectively,  the "Parent
Permits").

     Section  4.10  Compliance  with  Agreements.   Neither  Parent  nor  Merger
Subsidiary  is in breach or  violation  of or in default in the  performance  or
observance  of any term or provision of, and no event has occurred  which,  with
lapse of time or action by a third party,  could  result in a default  under (a)
the respective charters,  by-laws or other similar organizational instruments of
Parent  or  Merger  Subsidiary  or  (b)  any  contract,  commitment,  agreement,
indenture,  mortgage,  loan agreement,  note, lease, bond, license,  approval or
other instrument to which Parent or Merger Subsidiary is a party or by which any
of them is bound or to which any of their property is subject.

     Section 4.11 Taxes.  Parent and Merger  Subsidiary have (i) duly filed with
the appropriate  governmental authorities all Tax Returns (as defined in Section
4.11(c))  required to be filed by them for all periods ending on or prior to the
Effective  Time,  and such Tax  Returns are true,  correct  and  complete in all
respects and (ii) duly paid in full or made  adequate  provision for the payment
of all Taxes (as defined in Section  4.11(b)) for all periods ending at or prior
to the  Effective  Time.  The  liabilities  and reserves for Taxes  reflected in
Parent's  balance sheet included in the latest Parent SEC Report are adequate to
cover all Taxes for all  periods  ending at or prior to the  Effective  Time and
there  are no liens  for  Taxes  upon any  property  or  assets of Parent or any
subsidiary  thereof,  except  for  liens  for  Taxes  not yet due.  There are no
unresolved issues of law or fact arising out of a notice of deficiency, proposed
deficiency or assessment  from the Internal  Revenue  Service (the "IRS") or any
other  governmental  taxing  authority with respect to Taxes of Parent or Merger
Subsidiary.  Neither  Parent nor Merger  Subsidiary  is a party to any agreement
providing for the allocation or sharing of Taxes with any person or entity.

          (a) For purposes of this Agreement,  the term "Taxes" means all taxes,
     including,  without limitation,  income, gross receipts,  excise, property,
     sales, withholding, social security, occupation, use, service, service use,
     license,  payroll,  franchise,  transfer  and  recording  taxes,  fees  and
     charges, windfall profits,  severance,  customs, import, export, employment
     or similar taxes, charges, fees, levies or other assessments imposed by the


                                       8
<PAGE>


     United States, or any state,  local or foreign government or subdivision or
     agency  thereof,  whether  computed on a separate,  consolidated,  unitary,
     combined or any other  basis,  and such term shall  include  any  interest,
     fines,  penalties or additional  amounts and any interest in respect of any
     additions,  fines or penalties  attributable  or imposed or with respect to
     any such taxes, charges, fees, levies or other assessments.

          (b) For purposes of this  Agreement,  the term "Tax Return" shall mean
     any return, report or other document or information required to be supplied
     to a taxing authority in connection with Taxes.

     Section 4.12 Employees;  Employee Benefit Plans.  Neither Parent nor Merger
Subsidiary  has any  employee,  nor does either  maintain or  contribute  to any
employee benefit plans, programs, arrangements or practices.

     Section 4.13 Contracts. Except as described in Parent's Form 10-KSB for the
year ended December 31, 1999, and except for this Agreement,  neither Parent nor
Merger  Subsidiary is a party to any written or oral contract or agreement,  nor
are any of their respective assets or properties  subject to any written or oral
contract or agreement.

     Section  4.14  Ultimate  Parent.  The  ultimate  parent  entity of  Parent,
together with all affiliates of such ultimate parent entity,  do not have annual
net sales or total assets of One Hundred Million Dollars ($100,000,000) or more.
The terms "ultimate parent entity", "affiliates",  "annual net sales" and "total
assets", as used in the preceding  sentence,  have the meanings ascribed to them
in the  Hart-Scott-Rodino  Anti-Trust  Improvements  Act of 1976  and the  rules
promulgated thereunder.

     Section 4.15 Name.  Parent owns its  corporate  name.  Parent's use of such
name does not infringe upon any other trademark or similar right.

     Section 4.16 Brokers and Finders.  Except for the  obligation of Parent (a)
following  the  Effective  Time to issue 90,000 shares of Parent Common Stock to
each of Matt Leapo,  Michael Underwood and Robert Rosen, who acted as finders in
connection  with  the  Merger  and (b)  prior  to the  Effective  Time to  issue
non-qualified,  options to Robert  Rosen to  purchase  100,000  shares of Parent
Common Stock at an exercise  price of $3.50 per share (which  options shall vest
only at the  Effective  Time),  neither  Parent nor any  affiliate  thereof  has
entered into any contract,  arrangement or understanding with any person or firm
which may result in the obligation of Parent to pay any finders fees,  brokerage
or agent  commissions or other like payments in connection with the transactions
contemplated hereby. Except as described in the preceding sentence,  there is no
claim  for  payment  by Parent  or any  affiliate  thereof  of  payments  of any
investment banking fees, finder's fees,  brokerage or agent commissions or other
like payments in connection with the  negotiations  leading to this Agreement or
the consummation of the transactions contemplated hereby.

     Section 4.17 Company  Stock.  Parent owns no shares of Company Common Stock
or any securities convertible into Company Common Stock.

     Section  4.18  Representations  Complete.  None of the  representations  or
warranties  made in this Article 4 contains  any untrue  statement of a material
fact,  or  omits or  state  any  material  fact  necessary  in order to make the
statements made, in light of the circumstances under which made, not misleading.



                                       9
<PAGE>

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

     The Company represents and warrants to Parent that:

     Section 5.1  Organization and  Qualification.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware and has the  requisite  corporate  power and authority to own,
lease and operate its assets and  properties  and to carry on its business as it
is now being  conducted.  The Company is qualified to do business and is in good
standing in each jurisdiction in which the properties owned,  leased or operated
by it or the nature of the  business  conducted  by it makes such  qualification
necessary, except where the failure to be so qualified and in good standing will
not, when taken together with all other such failures,  have a material  adverse
effect on the business, operations,  properties, assets, condition (financial or
other) or results of  operations  of the  Company.  True,  accurate and complete
copies of the Company's  Certificate of Incorporation and By-laws,  in each case
as in  effect  on the  date  hereof,  including  all  amendments  thereto,  have
heretofore been delivered to Parent.

     Section 5.2 Capitalization.

          (a) The authorized capital stock of the Company consists of 10,000,000
     shares of  common  stock,  $.01 par value  ("Company  Common  Stock"),  and
     10,000,000  shares of preferred stock,  $.01 par value ("Company  Preferred
     Stock").  The  Company  Preferred  Stock has been  issued in three  series,
     designated  Series A  Convertible  Preferred  Stock,  Series B  Convertible
     Preferred Stock and Series C Convertible  Preferred  Stock. As of August 8,
     2000, 4,000,000 shares of Company Common Stock,  1,650,000 shares of Series
     A Convertible  Preferred  Stock,  1,489,504  shares of Series B Convertible
     Preferred  Stock and  1,695,666  shares of Series C  Convertible  Preferred
     Stock  were  issued and  outstanding.  All of such  issued and  outstanding
     shares are  validly  issued and are fully paid,  nonassessable  and free of
     preemptive rights.

          (b) Except for options  and  warrants  to  purchase  an  aggregate  of
     2,176,356 and 1,012,601 shares of Company Common Stock, respectively, as of
     August 8, 2000,  there are no outstanding  subscriptions,  options,  calls,
     contracts, commitments, understandings,  restrictions, arrangements, rights
     or  warrants,  including  any right of  conversion  or  exchange  under any
     outstanding security,  instrument or other agreement and also including any
     rights plan or other anti-takeover  agreement obligating the Company to the
     Company to issue,  deliver or sell,  or cause to be  issued,  delivered  or
     sold,  additional  shares of the capital stock of the Company or obligating
     the  Company  to  grant,  extend  or  enter  into  any  such  agreement  or
     commitment.  There are no voting  trusts,  proxies or other  agreements  or
     understandings  to which the Company is a party or is bound with respect to
     the  voting of any shares of capital  stock of the  Company  other than any
     voting agreements executed in connection with this Agreement.

     Section 5.3 Subsidiaries.  Except for its ownership of fifty percent of the
common  stock  of  NetHook,   Inc.,  the  Company  has  no  direct  or  indirect
subsidiaries.

     Section 5.4 Authority; Non-Contravention; Approvals.

          (a) The Company has full  corporate  power and authority to enter into
     this Agreement  and,  subject to  shareholder  approval,  to consummate the
     transactions  contemplated  hereby. This Agreement has been approved by the
     Board of Directors of the Company,  and no other  corporate  proceedings on
     the part of the  Company are  necessary  to  authorize  the  execution  and
     delivery  of this  Agreement  or,  except  for  shareholder  approval,  the
     consummation by the Company of the transactions  contemplated  hereby. This
     Agreement  has been  duly  executed  and  delivered  by the  Company,  and,
     assuming the due authorization,  execution and delivery hereof by the other
     parties hereto,  constitutes a valid and legally  binding  agreement of the
     Company, enforceable against the Company in accordance with its terms.



                                       10
<PAGE>


          (b) Except as set forth on Schedule 5.4(b), the execution and delivery
     of this Agreement by the Company do not, nor will the  consummation  of the
     transactions  contemplated  hereby,  violate,  conflict with or result in a
     breach of any  provision  of, or  constitute  a default (or an event which,
     with notice or lapse of time or both, would constitute a default) under, or
     result in the termination of, or accelerate the performance required by, or
     result in a right of termination or  acceleration  under,  or result in the
     creation of any lien, security interest,  charge or encumbrance upon any of
     the properties or assets of the Company under any of the terms,  conditions
     or  provisions  of (i) the charter or by-laws of the  Company,  (ii) to the
     knowledge of the Company, any statute,  law, ordinance,  rule,  regulation,
     judgment,  decree, order, injunction,  writ, permit or license of any court
     or  governmental  authority  applicable  to  the  Company  or  any  of  its
     properties or assets, or (iii) any note, bond, mortgage, indenture, deed of
     trust, license,  franchise,  permit,  concession,  contract, lease or other
     instrument, obligation or agreement of any kind to which the Company is now
     a party or by which the Company or any of its  properties  or assets may be
     bound or affected, except such violations,  conflicts,  breaches, defaults,
     terminations,  accelerations  or  creations of liens,  security  interests,
     charges or encumbrances  that would not, in the aggregate,  have a material
     adverse effect on the business,  operations,  properties, assets, condition
     (financial or other) or results of operations of the Company.

          (c) Except for the filings expressly contemplated by this Agreement to
     be made by the Company,  no declaration,  filing or  registration  with, or
     notice to, or  authorization,  consent or approval of, any  governmental or
     regulatory body or authority is necessary for the execution and delivery of
     this  Agreement  by the Company or the  consummation  by the Company of the
     transactions  contemplated hereby,  other than such declarations,  filings,
     registrations, notices, authorizations, consents or approvals which, if not
     made or obtained,  as the case may be, would not, in the aggregate,  have a
     material adverse effect on the business,  operations,  properties,  assets,
     condition (financial or other) or results of operations of the Company.

     Section 5.5 Financial  Statements.  The Company will deliver to Parent,  as
soon as  practicable  after the same become  available to the Company,  true and
complete  copies of (i) the audited balance sheets of the Company as of December
31,  1998 and 1999 and (ii) the audited  statement  of income of the Company for
the fiscal  years  ended  December  31, 1998 and 1999  (including  the notes and
schedules  contained therein or annexed  thereto).  When so delivered to Parent,
all of such financial  statements  (including all notes and schedules  contained
therein or annexed thereto) will be true,  complete and accurate in all material
respects and,  except as may be otherwise  reflected in the notes thereto,  will
have been prepared in accordance with generally accepted  accounting  principles
consistently  applied  ("GAAP") and in accordance  with the books and records of
the  Company,  and will  fairly  present in all  material  respects  the assets,
liabilities and financial position,  the results of operations and cash flows of
the Company as of the date and for the year indicated.  There are no Liabilities
that will not be reflected or reserved  against on the December 31, 1999 audited
balance sheet,  except (i) those incurred in the normal course of business since
the date of the Audited Balance Sheet,  (ii) those that are not required by GAAP
to be reflected or reserved  against on the Audited  Balance Sheet,  (iii) those
which could not  reasonably be expected to materially  and adversely  affect the
business,  operations,  properties,  assets,  condition  (financial or other) or
results of operations of the Company and (iv) those described on Schedule 5.5.

     Section 5.6 Absence of Certain Changes or Events.  Since December 31, 1999,
there has not been any  material  adverse  change in the  business,  operations,
properties,  assets,  liabilities,  condition (financial or other) or results of
operations of the Company.



                                       11
<PAGE>


     Section 5.7  Litigation.  Except as set forth on Schedule 5.7, there are no
claims,  suits,  actions or  proceedings  pending  or, to the  knowledge  of the
Company,  threatened against,  relating to or affecting the Company,  before any
court,   governmental  department,   commission,   agency,   instrumentality  or
authority,  or any  arbitrator  that seek to restrain  the  consummation  of the
Merger or which could  reasonably be expected,  either alone or in the aggregate
with all such claims, actions or proceedings, to materially and adversely affect
the business, operations,  properties, assets, condition (financial or other) or
results  of  operations  of the  Company.  The  Company  is not  subject  to any
judgment,  decree,  injunction,   rule  or  order  of  any  court,  governmental
department,  commission, agency, instrumentality or authority, or any arbitrator
which prohibits or restricts the consummation of the  transactions  contemplated
hereby or would have any material  adverse  effect on the business,  operations,
properties,  assets,  condition (financial or other) or results of operations of
the Company.

     Section 5.8 No Violation of Law. The Company is not in violation of nor has
been given  notice or been  charged  with any  violation  of, any law,  statute,
order, rule, regulation,  ordinance or judgment (including,  without limitations
any applicable  environmental  law, ordinance or regulation) of any governmental
or regulatory body or authority,  except for violations which, in the aggregate,
could not  reasonably  be  expected  to have a  material  adverse  effect on the
business,  operations,  properties,  assets,  condition  (financial or other) or
results of  operations  of the  Company.  As of the date of this  Agreement,  no
investigation  or review by any  governmental  regulatory  body or  authority is
pending or to the knowledge of the Company threatened,  nor has any governmental
or  regulatory  body or  authority  indicated  an intention to conduct the same,
other than, in each case,  those the outcome of which,  as far as reasonably can
be  foreseen,  will  not  have  a  material  adverse  effect  on  the  business,
operations,  properties,  assets,  condition  (financial or other) or results of
operations of the Company.  The Company has all permits,  licenses,  franchises,
variances,  exemptions,  orders and other governmental authorizations,  consents
and  approvals   necessary  to  conduct  its  business  as  presently  conducted
(collectively, the "Company Permits'), except for permits, licenses, franchises,
variances,  exemptions,  orders,  authorizations,  consents and  approvals,  the
absence of which,  alone or in the aggregate,  would not have a material adverse
effect on the business, operations,  properties, assets, condition (financial or
other) or results of operations of the Company.  The Company is not in violation
of the terms of any  Company  Permit,  except  for  delays in filing  reports or
violations which,  alone or in the aggregate,  would not have a material adverse
effect on the business, operations,  properties, assets, condition (financial or
other), results of operations or prospects of the Company.

     Section 5.9  Compliance  with  Agreements.  Except as set forth on Schedule
5.9,  the  Company  is  not in  breach  or  violation  of or in  default  in the
performance or observance of any term or provision of, and no event has occurred
which, with lapse of time or action by a third party,  could result in a default
under, (a) the Certificate of Incorporation or By-laws of the Company or (b) any
contract,  commitment,  agreement,  indenture,  mortgage, loan agreement,  note,
lease,  bond,  license,  approval or other  instrument to which the Company is a
party or by which it is bound or to which any of its property is subject,  which
breaches,  violations  and  defaults,  in the case of clause (b) of this Section
5.9,  would have, in the aggregate,  a material  adverse effect on the business,
operations,  properties,  assets,  condition  (financial or other) or results of
operations of the Company.



                                       12
<PAGE>


     Section  5.10 Taxes.  The  Company has (i) duly filed with the  appropriate
governmental  authorities  all Tax  Returns  required  to be filed by it for all
periods ending on or prior to the Effective  Time,  other than those Tax Returns
the  failure of which to file would not have a  material  adverse  effect on the
business,  operations,  properties,  assets,  condition  (financial or other) or
results of operations of the Company, and such Tax Returns are true, correct and
complete in all material  respects,  and (ii) duly paid in full or made adequate
provision for the payment of all Taxes for all periods ending at or prior to the
Effective  Time. The liabilities and reserves for Taxes reflected in the Audited
Balance Sheet are adequate to cover all Taxes for all periods ending at or prior
to the  Effective  Time and there  are no  material  liens  for  Taxes  upon any
property or asset of the Company,  except for liens for Taxes not yet due. There
are no unresolved  issues of law or fact arising out of a notice of  deficiency,
proposed  deficiency or assessment from the IRS or any other governmental taxing
authority  with  respect to Taxes of the Company  which,  if decided  adversely,
singly  or in  the  aggregate,  would  have a  material  adverse  effect  on the
business,  operations,  properties,  assets,  condition  (financial or other) or
results  of  operations  of the  Company.  The  Company  is not a  party  to any
agreement  providing for the allocation or sharing of Taxes with any entity that
is not, directly or indirectly, a wholly-owned corporate subsidiary of Company.

     Section 5.11 Employee Benefit Plans.  Except as set forth in Schedule 5.11,
the Company does not maintain or  contribute  to any material  employee  benefit
plans, programs, arrangements and practices.

     Section  5.12  Brokers and  Finders.  The Company has not entered  into any
contract,  arrangement or understanding with any person or firm which may result
in the  obligation of the Company to pay any finder's  fees,  brokerage or agent
commissions  or  other  like  payments  in  connection  with  the   transactions
contemplated  hereby.  There is no  claim  for  payment  by the  Company  of any
investment banking fees, finder's fees,  brokerage or agent commissions or other
like payments in connection with the  negotiations  leading to this Agreement or
the consummation of the transactions contemplated hereby.

     Section  5.13  Representations  Complete.  None of the  representations  or
warranties  made in this Article 5 contains  any untrue  statement of a material
fact,  or  omits or  state  any  material  fact  necessary  in order to make the
statements made, in light of the circumstances under which made, not misleading.

                                   ARTICLE VI

                     CONDUCT OF BUSINESS PENDING THE MERGER

     Section 6.1 Conduct of Business by the Company  Pending the Merger.  Except
as otherwise contemplated by this Agreement,  after the date hereof and prior to
the Closing Date or earlier,  termination of this Agreement, unless Parent shall
otherwise  consent in writing (which consent shall not be unreasonably  withheld
or delayed), the Company shall:

          (a) conduct its  business in the ordinary and usual course of business
     and consistent with past practice;

          (b) use  all  reasonable  efforts  to  preserve  intact  its  business
     organizations  and  goodwill,  keep  available  the services of its present
     officers  and  key  employees,  and  preserve  the  goodwill  and  business
     relationships with customers and others having business  relationships with
     its;

          (c) use commercially  reasonable  efforts to maintain with financially
     responsible  insurance  companies  insurance on its tangible assets and its
     businesses  in such  amounts  and  against  such  risks  and  losses as are
     consistent with past practice; and



                                       13
<PAGE>


          (d) not  acquire,  or permit any  affiliate  thereof to  acquire,  any
     shares of capital stock of Parent or any beneficial interest therein.

     Section 6.2 Conduct of Business by Parent and Merger Subsidiary Pending the
Merger.  Except as  otherwise  contemplated  by this  Agreement,  after the date
hereof and prior to the Closing Date or earlier  termination of this  Agreement,
unless the Company shall  otherwise  agree in writing,  Parent shall,  and shall
cause Merger Subsidiary, to:

          (a) not engage in any operations;

          (b) not (i) amend or propose to amend  their  respective  charters  or
     by-laws,  (ii) split,  combine or reclassify  (whether by stock dividend or
     otherwise) their outstanding capital stock, or (iii) declare,  set aside or
     pay any  dividend  or  distribution  payable in cash,  stock,  property  or
     otherwise;

          (c) not issue,  sell,  pledge or dispose of, or agree to issue,  sell,
     pledge or dispose of, any additional shares of, or any options, warrants or
     rights of any kind to  acquire  any  shares of their  capital  stock of any
     class or any debt or equity securities convertible into or exchangeable for
     such capital stock;

          (d) not (i) incur or become  contingently  liable with  respect to any
     indebtedness for borrowed money, or (ii) redeem, purchase, acquire or offer
     to  purchase or acquire  any shares of its  capital  stock or any  options,
     warrants  or rights to acquire  any of its  capital  stock or any  security
     convertible into or exchangeable for its capital stock,  (iii) take or fail
     to take any  action  which  action or failure to take  action  would  cause
     Parent or its  shareholders  (except  to the extent  that any  shareholders
     receive cash in lieu of  fractional  shares) to recognize  gain or loss for
     federal income tax purposes as a result of the  consummation of the Merger,
     (iv) make any  acquisition of any assets or businesses,  (v) sell,  pledge,
     dispose  of or  encumber  any assets or  businesses  or (vi) enter into any
     contract,  agreement,  commitment or arrangement with respect to any of the
     foregoing; and

          (e) not  acquire,  or permit any  affiliate  thereof to  acquire,  any
     shares of capital stock of the Company or any beneficial interest therein.

     Section 6.3 Control of the Company's Operations.  Nothing contained in this
Agreement  shall give to Parent,  directly or  indirectly,  rights to control or
direct  the  Company's  operations  prior to the  Effective  Time.  Prior to the
Effective  Time,  the  Company  shall  exercise,  consistent  with the terms and
conditions  of  this  Agreement,   complete   control  and  supervision  of  its
operations.

     Section 6.4  Control of  Parent's  Operations.  Nothing  contained  in this
Agreement shall give to the Company,  directly or indirectly,  rights to control
or  direct  Parent's  operations  prior  to the  Effective  Time.  Prior  to the
Effective Time, Parent shall exercise,  consistent with the terms and conditions
of this Agreement, complete control and supervision of its operations.

                                  ARTICLE VII

                              ADDITIONAL AGREEMENTS

     Section 7.1 Access to Information.

          (a) The Company shall afford to Parent and Merger Subsidiary and their
     respective   accountants,    counsel,    financial   advisors   and   other
     representatives  (the  "Parent  Representatives")  and  Parent  and  Merger
     Subsidiary  shall  afford  to the  Company  and its  accountants,  counsel,
     financial    advisors    and   other    representatives    (the    "Company



                                       14
<PAGE>


     Representatives")  full access during normal business hours  throughout the
     period prior to the  Effective  Time to all of its  respective  properties,
     books, contracts,  commitments and records (including,  but not limited to,
     Tax Returns) and, during such period, shall furnish promptly to one another
     (i) a copy of each report, schedule and other document filed or received by
     any of them  pursuant to the  requirements  of federal or state  securities
     laws  or  filed  by  any of  them  with  the  SEC in  connection  with  the
     transactions  contemplated  by this  Agreement or which may have a material
     effect on their  respective  businesses,  properties  or personnel and (ii)
     such other information concerning their respective  businesses,  properties
     and personnel as Parent or Merger  Subsidiary  or the Company,  as the case
     may be, shall reasonably request;  provided that no investigation  pursuant
     to this Section 7.1 shall amend or modify any representations or warranties
     made herein or the conditions to the obligations of the respective  parties
     to consummate the Merger. Parent and Merger Subsidiary shall hold and shall
     use their reasonable best efforts to cause Parent  Representatives to hold,
     and the Company  shall hold and shall use its  reasonable  best  efforts to
     cause  the  Company  Representatives  to hold,  in  strict  confidence  all
     non-public  documents  and  information  furnished  to  Parent  and  Merger
     Subsidiary or to the Company,  as the case may be, in  connection  with the
     transactions contemplated by this Agreement, except that (i) Parent, Merger
     Subsidiary  and  the  Company  may  disclose  such  information  as  may be
     necessary  in  connection  with  seeking any  governmental  or  shareholder
     approvals   contemplated  by  this  Agreement,   and  (ii)  Parent,  Merger
     Subsidiary and the Company may disclose any information that it is required
     by law or judicial or administrative order to disclose.

          (b) In the event that this Agreement is terminated in accordance  with
     its terms, each party shall promptly  redeliver to the other all non-public
     written material provided pursuant to this Section 7.1 and shall not retain
     any  copies,  extracts or other  reproductions  in whole or in part of such
     written material. In such event, all documents,  memoranda, notes and other
     writings  prepared  by Parent or the  Company  to the  extent  based on the
     information  in such material shall be deleted or destroyed (and Parent and
     the Company  shall use their  respective  reasonable  best efforts to cause
     their  advisors and  representatives  to the same extent  delete or destroy
     their documents, memoranda and notes), and such destruction (and reasonable
     best  efforts)  shall be  certified  in  writing by an  authorized  officer
     supervising such destruction.

     Section 7.2 Fairness  Hearing.  As promptly as  practicable  after the date
hereof,  Parent, with the assistance of the Company, shall prepare and file with
the California  Commissioner of Corporations (the "Commissioner") such documents
as shall be necessary or reasonably  advisable to obtain (a) a permit,  pursuant
to Section 25121 of the California  Corporate Securities Law of 1968, as amended
(the "CCSL"),  to issue the Parent Common Stock issuable in connection  with the
Merger,  and (b) a ruling,  at a fairness hearing held pursuant to Section 25142
of the CCSL,  that the terms of such issuance are fair, just and equitable (such
ruling,  together with aforementioned permit, are hereinafter referred to as the
"Fairness  Ruling").  As promptly as practicable  after the Commission has set a
date for such fairness  hearing,  the Company shall notify its  shareholders  of
such  hearing  in  accordance  with the CCSL and shall  distribute  to them such
documents as may be required by the CCSL to be distributed to them in connection
with such  hearing.  Each party shall use its  reasonable  efforts to obtain the
Fairness Ruling as soon as practicable after the date hereof.

     Section 7.3 Consent  Solicitation  Statement.  As soon as practicable after
the date hereof,  the Company,  with the  assistance of Parent,  shall prepare a
consent  solicitation  statement  regarding  the  Merger  in form and  substance
acceptable  to the Company (the  "Consent  Solicitation  Statement"),  which the
Company shall  distribute  to its  shareholders  in connection  with seeking the
approval contemplated by Section 7.4.




                                       15
<PAGE>


     Section 7.4 Shareholder  Approval.  The Company shall submit this Agreement
and the  transactions  contemplated  hereby for the  approval  by holders of the
requisite number of its outstanding shares necessary therefore and shall use its
reasonable efforts to obtain such shareholder approval.

     Section 7.5 Intentionally Omitted.

     Section 7.6 Listing of Shares.  Parent shall use its reasonable  commercial
efforts to effect,  by the 90th day after the Effective Time,  authorization for
listing on the Nasdaq Small Cap Market, the shares of Parent Common Stock issued
or to be issued in connection with the Merger.

     Section 7.7 Name Change.  Promptly  following  the Effective  Time,  Parent
shall amend its  Certificate  of  Incorporation  to change its corporate name to
"FastPoint  Communications,  Inc." or such other name as shall be  designated by
the Company.  Notwithstanding the foregoing, Parent acknowledges and agrees that
it shall continue  following the Effective Time to retain all rights to the name
ProCare Industries, Ltd.

     Section  7.8  Expenses  and  Fees.  All  costs  and  expenses  incurred  in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses, except that (i) the Company shall pay
to  Parent  prior  to  the  Effective  Time  (but  only  upon   presentation  of
documentation  reasonably  satisfactory to Parent evidencing such expenses) half
of the legal,  accounting and securities compliance expenses reasonably incurred
by Parent from and after  February 1, 2000 in connection  with the  transactions
contemplated  hereby,  subject  to a maximum  aggregate  payment  obligation  of
$10,000,  and (ii) the Company  shall bear the cost of preparing  and filing all
tax returns of Parent for the years 1989 through 1997.

     Section 7.9 Agreement to Cooperate.

          (a) Subject to the terms and conditions  herein provided,  each of the
     parties  hereto shall use all  reasonable  efforts to take,  or cause to be
     taken,  all  action and to do, or cause to be done,  all things  necessary,
     proper or advisable under applicable laws and regulations to consummate and
     make effective the transactions  contemplated by this Agreement,  including
     using  its  reasonable  efforts  to obtain  all  necessary  or  appropriate
     waivers,  consents  or  approvals  of third  parties  required  in order to
     preserve material  contractual  relationships of the Company, all necessary
     or  appropriate  waivers,  consents and  approvals to effect all  necessary
     registrations,  filings and submissions and to lift any injunction or other
     legal bar to the Merger (and,  in such case,  to proceed with the Merger as
     expeditiously as possible).

          (b) Each party hereto  agrees to give prompt  notice to each other of,
     and to use their respective  reasonable best efforts to prevent or promptly
     remedy,  (i) the  occurrence  or  failure  to  occur  or the  impending  or
     threatened occurrence or failure to occur, of any event which occurrence or
     failure  to occur  would be likely to cause any of its  representations  or
     warranties  in this  Agreement to be untrue or  inaccurate  in any material
     respect at any time from the date hereof to the Effective Time and (ii) any
     material  failure  on its part to  comply  with or  satisfy  any  covenant,
     condition or agreement  to be complied  with or satisfied by it  hereunder;
     provided, however, that the delivery of any notice pursuant to this Section
     7.9 shall not limit or otherwise affect the remedies available hereunder to
     the party receiving such notice.

          (c) In the event any  litigation  is commenced by any person or entity
     relating to the  transactions  contemplated by this  Agreement,  each party
     shall have the right,  at its own  expense,  to  participate  therein,  and
     neither  party will settle any such  litigation  without the consent of the
     other party, which consent will not be unreasonably withheld.



                                       16
<PAGE>


     Section 7.10 Public  Statements.  Prior to the Effective  Time, the parties
shall  consult with each other prior to issuing any press release or any written
public statement with respect to this Agreement or the transactions contemplated
hereby and shall not issue any such press  release or written  public  statement
prior to such consultation.

     Section  7.11  Marsik's  Shares.  Marsik  hereby  agrees (a) not to sell in
excess of 10,000  shares of Parent  Common  Stock in any thirty  (30) day period
following the Effective Time but prior to the first anniversary of the Effective
Time,  without  the  prior  consent  of the  Chairman  of the Board or the Chief
Executive  Officer  of Parent;  and (b) prior to the  Effective  Time,  to place
125,000 of his shares of Parent  Common  Stock in escrow  pursuant  to an escrow
agreement  in the  form of  Exhibit  A  hereto  (the  "Escrow  Agreement").  The
foregoing  share  numbers  shall be adjusted to reflect  fully the effect of any
stock   split,   reverse   stock   split,   stock   dividend,    reorganization,
recapitalization  or any other like change with  respect to Parent  Common Stock
occurring  after the date hereof and prior to the lapse of the provisions of the
preceding sentence.

                                  ARTICLE VIII

                                   CONDITIONS

     Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective  obligations  of each party to effect the Merger  shall be subject to
the  fulfillment  at or prior to the Closing Date of the  following  conditions,
unless waived by each party:

          (a) no  action  shall  have  been  taken,  and  no  statute,  rule  or
     regulation shall have been enacted,  by any state or federal  government or
     governmental   agency  in  the  United   States  which  would  prevent  the
     consummation of the Merger or make the consummation of the Merger illegal;

          (b) no preliminary or permanent injunction or other order or decree by
     any federal or state court which  prevents the  consummation  of the Merger
     shall have been issued and remain in effect (each party agreeing to use its
     reasonable efforts to have any such injunction, order or decree lifted);

          (c) all waivers,  consents,  orders and approvals legally required for
     the  consummation of the Merger and the transactions  contemplated  hereby,
     and all  material  consents  from  lenders  and other  parties  required to
     consummate  the Merger,  shall have been  obtained  and be in effect at the
     Effective Time;

          (d) the parties shall be reasonably satisfied that the issuance of the
     Parent Common Stock in  connection  with the Merger (i) will be exempt from
     registration  under  the  Securities  Act by  reason  of  the  registration
     exemption  provided  by Rule 506 of  Regulation  D  promulgated  under  the
     Securities  Act,  unless the Fairness  Ruling shall have been granted,  and
     (ii)  will  be  exempt  from  registration  and  qualification   under  any
     applicable state securities laws;

          (e) the  shareholder  approval  contemplated by Section 7.4 shall have
     been obtained; and

          (f) the parties  shall be reasonably  satisfied  that the Merger shall
     qualify as a tax-free  reorganization  within the meaning of Section 368(a)
     of the  Internal  Revenue  Code of 1986,  as amended,  and the  regulations
     thereunder.

     Section 8.2  Conditions  to Obligation of the Company to Effect the Merger.
Unless waived by the Company, the obligation of the Company to effect the Merger
shall be  subject  to the  fulfillment  at or prior to the  Closing  Date of the
following additional conditions:



                                       17
<PAGE>


          (a) Parent and Merger  Subsidiary shall have performed in all material
     respects  their  agreements  contained  in this  Agreement  required  to be
     performed  on or prior to the  Closing  Date  and the  representations  and
     warranties  of Parent and Merger  Subsidiary  contained  in this  Agreement
     shall be true and correct in all respects on and as of the date made and on
     and as of the  Closing  Date as if made at and as of such date  (except for
     representations and warranties,  if any, made as of a specified date, which
     need be true and correct as of such specified  date only),  and the Company
     shall have  received a certificate  of the  President  and Chief  Executive
     Officer  of Parent  and of the  President  and Chief  Executive  Officer of
     Merger Subsidiary to that effect;

          (b) Parent  and Merger  Subsidiary  each shall have  delivered  to the
     Board of Directors of the Company (a) copies of their  respect  Certificate
     of Incorporation and by-laws,  certified by their respective Secretary, (b)
     resolutions of their respective Boards of Directors approving the execution
     and  delivery  of this  Agreement  and  the  performance  by them of  their
     obligations  hereunder;  and (c) a certificate  of good standing of each of
     them issued by the appropriate  governmental  authority of their respective
     jurisdiction of incorporation showing that each is in good standing in such
     jurisdiction,  dated  within  five (5)  business  days prior to the Closing
     Date;

          (c) the Company  shall have  received  an opinion of legal  counsel to
     ProCare in the form of Exhibit B hereto;

          (d) Roth Capital Partners shall have rendered a written opinion to the
     Company  to the  effect  that the  terms  of the  Merger  are  fair  from a
     financial point of view to the Company and its  shareholders  and shall not
     have withdrawn or materially modified such opinion;

          (e)  Parent  shall  have  timely  filed with the SEC and mailed to its
     shareholders  the  documentation  required by Rule 14f-1 under the Exchange
     Act by reason of the change in Parent's Board of Directors  contemplated by
     Section 2.5;

          (f) Parent  shall  have  prepared  and  timely  filed with the SEC all
     reports and other filings required by the Exchange Act, including,  without
     limitation,  its  Annual  Report  on  Form  10-KSB  for its  most  recently
     completed fiscal year;

          (g) the Board of  Directors  of Parent shall have taken such action as
     shall be necessary for the Board of Directors of Parent  immediately  after
     the Effective Time to consist of persons designated by the Company;

          (h) the  officers of Parent  shall have  resigned  effective as of the
     Effective Time;

          (i)  holders  of  no  less  than  ninety-nine  percent  (99%)  of  the
     outstanding  shares of capital stock of the Company shall have approved the
     Merger;

          (j)  holders  of  no  less  than  ninety-nine  percent  (99%)  of  the
     outstanding  shares of capital  stock of the Company shall have agreed that
     any  capital  stock of Parent  which they  acquire in  connection  with the
     Merger or thereafter  shall be subject to such lock-up  restrictions as may
     be determined by the Company in its sole and absolute discretion; and

          (k) Marsik shall have entered into the Escrow Agreement.

     Section 8.3 Conditions to  Obligations  of Parent and Merger  Subsidiary to
Effect  the  Merger.  Unless  waived  by  Parent  and  Merger  Subsidiary,   the
obligations  of Parent and  Merger  Subsidiary  to effect  the  Merger  shall be
subject to the  fulfillment  at or prior to the Effective Time of the additional
following conditions:



                                       18
<PAGE>


          (a) the Company  shall have  performed  in all  material  respects its
     agreements contained in this Agreement required to be performed on or prior
     to the Closing Date and the  representations  and warranties of the Company
     contained  in this  Agreement  shall be true and  correct  in all  material
     respects on and as of the date made and on and as of the Closing Date as if
     made at and as of such date (except for representations and warranties,  if
     any, made as of a specified date, which need be true and correct only as of
     the specified  date),  and Parent shall have received a Certificate  of the
     President and Chief Executive Officer of the Company to that effect;

          (b) the  Company  shall  have  delivered  to Parent  (a) copies of the
     Company's  Certificate  of  Incorporation  and  by-laws,  certified  by the
     Company's  Secretary,  (b)  resolutions of the Company's Board of Directors
     approving the execution and delivery of this Agreement and the  performance
     of the  Company's  obligations  hereunder;  and (c) a  certificate  of good
     standing of the Company issued by the appropriate governmental authority of
     the Company's  jurisdiction of incorporation showing that the Company is in
     good  standing in such  jurisdiction,  dated within five (5) business  days
     prior to the Closing Date;

          (c) the Company shall have  delivered to Parent the sum of $75,000 (it
     being  agreed by Marsik  and  Parent  that  Parent  shall use such funds to
     discharge all current liabilities of Parent);

          (d) the cumulative net capital paid to the Company since its inception
     shall be no less than $11,500,000; and

          (e) Parent  shall  have  received  an opinion of legal  counsel to the
     Company in the form of Exhibit C hereto.

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

     Section 9.1 Termination. This Agreement may be terminated at any time prior
to the Closing Date, whether before or after approval by the shareholders of the
Company or Parent, as follows:

          (a) Company shall have the right to terminate this Agreement:

               (i)  if the  Merger  is  not  completed  by  September  15,  2000
          (provided  that the  right to  terminate  this  Agreement  under  this
          Section 9.1(a) shall not be available to the Company if the Company is
          in  material  breach of any  warranty  or  representation  or fails to
          perform in any material respect any of its covenants in this Agreement
          and such  breach or failure  has been the cause of or  resulted in the
          failure of the Merger to occur on or before such date);

               (ii) if the Merger is  enjoined  by a final,  unappealable  court
          order;

               (iii) if Parent  (A) is in  material  breach of any  warranty  or
          representation  or fails to perform in any material respect any of its
          material  covenants  in this  Agreement  and (B) does  not  cure  such
          default in all material  respects  within 30 days after notice of such
          default is given to Parent by the Company;

               (iv) any time, upon written notice to Parent; or

               (v) if there shall be any  statute,  rule or  regulation  enacted
          that  would  prevent  the  consummation  of the  merger  or  make  the
          consummation of the merger illegal.



                                       19
<PAGE>


          (b) Parent shall have the right to terminate this Agreement:

               (i)  if the  Merger  is  not  completed  by  September  15,  2000
          (provided  that the  right to  terminate  this  Agreement  under  this
          Section  9.1 (b)  shall  not be  available  to  Parent if Parent is in
          material breach of any warranty or  representation or fails to perform
          in any material  respect any of its  covenants in this  Agreement  and
          such  breach  or  failure  has been the  cause of or  resulted  in the
          failure of the Merger to occur on or before such date);

               (ii) if the Merger is  enjoined  by a final,  unappealable  court
          order;

               (iii) if the Company (A) is in material breach of any warranty or
          representation  or fails to perform in any material respect any of its
          material  covenants  in this  Agreement  and (B) does  not  cure  such
          default in all material  respects  within 30 days after notice of such
          default is given to the Company by Parent;

               (iv) any time, upon written notice to the Company; or

               (v) if there shall be any  statute,  rule or  regulation  enacted
          that  would  prevent  the  consummation  of the  merger  or  make  the
          consummation of the merger illegal

     If Parent or the  Company,  as the case may be,  elects to  terminate  this
Agreement  pursuant to Section  9.1(a) or (b), as  applicable,  the  terminating
party shall deliver a notice to the other party hereto declaring its election to
so terminate  this  Agreement and such notice shall set forth the basis for such
termination  (including a reference  to the clause of Section  9.1(a) or (b), as
applicable, pursuant to which the termination is being made).

     Section  9.2 Effect of  Termination.  In the event of  termination  of this
Agreement by either Parent or the Company  pursuant to the provisions of Section
9.1, this Agreement  shall  forthwith  become void and there shall be no further
obligation  on the  part of the  Company,  Parent,  Merger  Subsidiary  or their
respective  officers or directors or  shareholders  (except as set forth in this
Section 9.2 and in Section 7.8, all of which shall survive the  termination,  it
being agreed that the amount otherwise  payable to Parent prior to the Effective
Time  pursuant  to clause (i) of  Section  7.8 shall be  payable  promptly  upon
termination),  except that (a) Parent shall  promptly  refund to the Company the
sum of  $75,000  plus any  additional  amounts  theretofore  paid by  Company to
Parent, if the Company terminates this Agreement pursuant to Section 9.1(a)(iii)
or if Parent terminates this Agreement pursuant to Section 9.1(b)(iv)),  and (b)
the Company shall promptly deliver to Parent a five-year warrant, in the form of
Exhibit D hereto,  to  purchase  25,000  shares of  Company  Common  Stock at an
exercise of $3.50 per share and a cashier's check in the sum of $25,000,  if the
Company  terminates this Agreement  pursuant to Section  9.1(a)(iv).  Nothing in
this  Section  9.2 shall  relieve  any party from  liability  for any willful or
intentional breach of this Agreement.

                                   ARTICLE X

                                 INDEMNIFICATION

     Section 10.1 Survival.  The  representations and warranties provided for in
this  Agreement  shall  survive for three (3) years beyond the  Effective  Time;
provided,  however, that the representations and warranties contained in Section
4.11  shall in no event  terminate  prior to the  expiration  of any  statute of
limitations  applicable  to claims  that may be  brought  by a taxing  authority
against  Parent for the  non-payment  of Taxes.  Any  covenants  and  agreements
provided for in this Agreement that have not been fully  performed  prior to the
Effective  Time shall survive the Effective  Time and terminate  only upon their
full performance.



                                       20
<PAGE>


     Section  10.2  Indemnity.   From  and  after  the  Effective  Time,  Marsik
("Indemnitor"), shall indemnify, defend and hold harmless Parent and each of its
affiliates  (in each case,  "Indemnitee")  from and  against any and all losses,
costs, claims,  liabilities,  damages, lawsuits, demands and expenses (including
attorney's  fees),  and  all  amounts  paid  in the  investigation,  defense  or
settlement of any of the foregoing (collectively,  "Losses"),  resulting from or
arising out of any inaccuracy in any  representation  or warranty,  or breach of
any covenant or agreement,  of Marsik or Parent contained herein, except for any
breach by Parent of any covenant or agreement to be complied with  following the
Effective  Time.  Indemnitor  acknowledges  and  agrees  that  (i)  Indemnitor's
obligations  under this  Article 10 are not limited to the value of the escrowed
funds under the Escrow  Agreement,  but rather are fully recourse to Indemnitor,
and (ii) no  Indemnitee  shall have any  obligation  to make a claim against the
escrowed funds under the Escrow Agreement as a condition to making a claim under
this Article 10.  Notwithstanding  clause (ii) of the preceding  sentence,  each
Indemnitee  agrees that  Indemnitor's  personal  liability in respect of a claim
made under this  Article 10 shall be  suspended  until such time as the escrowed
funds under the Escrow Agreement have been exhausted.

     Section  10.3  Notice of  Asserted  Liability.  Promptly  after  Indemnitee
becomes  aware of any fact,  condition or event that may give rise to Losses for
which indemnification may be sought under this Article 10, Indemnitee shall give
notice  thereof (the "Claims  Notice") to  Indemnitor.  The Claims  Notice shall
include a description in reasonable  detail of any claim or the commencement (or
threatened  commencement)  of  any  action,   proceeding  or  investigation  (an
"Asserted  Liability")  against  Indemnitee,   and  shall  indicate  the  amount
(estimated,  if  necessary)  of the Losses  that have been or may be suffered by
Indemnitee.  Failure of Indemnitee to promptly give notice  hereunder  shall not
affect rights to indemnification hereunder, except to the extent that Indemnitor
demonstrates  actual damage caused by such failure.  Upon Indemnitor's  request,
Indemnitee  shall provide  Indemnitor with full and  unrestricted  access to all
books and records  relating to the Asserted  Liability,  and to all employees or
other persons who are knowledgeable about such Asserted  Liability,  in order to
allow Indemnitor to audit the status of such Asserted Liability and the payments
that have been, or will be, made with respect thereto.

     Section 10.4  Opportunity to Defend.  Indemnitor may elect to compromise or
defend,  at its own  expense and by its own  counsel,  any  Asserted  Liability;
provided,  however,  that  Indemnitor  may not compromise or settle any Asserted
Liability without the consent of Indemnitee, such consent not to be unreasonably
withheld,  unless such compromise or settlement requires no more than a monetary
payment for which Indemnitee and any other  indemnifiable  parties hereunder are
fully  indemnified or involves other matters not binding upon Indemnitee or such
other  indemnifiable  parties. If Indemnitor elects to compromise or defend such
Asserted  Liability,  it shall  within 15 days (or sooner,  if the nature of the
Asserted  Liability so requires)  notify  Indemnitee  of its intent to do so and
Indemnitee  shall  cooperate  in the  compromise  of, or defense  against,  such
Asserted  Liability.  If  Indemnitor  elects  not to  compromise  or defend  any
Asserted  Liability,  fails to  notify  Indemnitee  of its  election  as  herein
provided or contests its obligation to indemnify, Indemnitee may pay, compromise
or defend such  Asserted  Liability  without  prejudice to any right it may have
hereunder.  In any event, each of Indemnitor and Indemnitee may participate,  at
its own expense, in the defense of any Asserted Liability in respect of which it
may have an  indemnification  obligation  hereunder.  If either party chooses to
defend or  participate in the defense of any Asserted  Liability,  it shall have
the right to receive from the other party any books,  records or other documents
within such party's control that are necessary or appropriate for such defense.

     Section 10.5 Contribution. Anything to the contrary herein notwithstanding,
Indemnitor  agrees  that in light  of his  relationship  to  Parent  and  Merger
Subsidiary,  he  shall  not  have  any  right  to seek  any  indemnification  or
contribution  from  or  remedy  against  Parent  or  Merger  Subsidiary  for any
inaccuracy  in any  representation  or  warranty,  or breach of any  covenant or
agreement, of Parent or Merger Subsidiary contained herein.



                                       21
<PAGE>


                                   ARTICLE XI

                               GENERAL PROVISIONS

     Section   11.1   Notices.   All  notices,   requests,   demands  and  other
communications  required or permitted to be given  hereunder shall be in writing
and  shall be deemed to have been  duly  given (i) upon  receipt,  if  delivered
personally,  (ii) upon confirmation of receipt, if given by electronic facsimile
and (iii) on the third business day following  mailing,  if mailed  first-class,
postage prepaid,  registered or certified mail, to the following  address (or at
such other address for a party as shall be specified by like notice):

     If to Parent or Merger Sub (prior to Effective Time):

                           ProCare Industries, Ltd.
                           1960 White Birch Drive
                           Vista, California 92083
                           Facsimile: (760) 599-4433
                           Attention:  Robert W. Marsik, President

     with a copy to:

                           Law Offices of Alan W. Peryam, LLC
                           1120 Lincoln Street, Suite 1000
                           Denver, CO 80203
                           Facsimile: (303) 866-0999
                           Attention: Alan Peryam, Esquire

     If to Marsik:

                           Robert W. Marsik
                           1960 White Birch Drive
                           Vista, California 92083
                           Facsimile: (760) 599-4433

     If to the Company (and, after the Effective Time, if to Parent):

                           FastPoint Communications, Inc.
                           5777 West Century Boulevard, Suite 600
                           Los Angeles, California 90045
                           Facsimile: (310) 642-0418
                           Attention:  Ira Morris, President

     with a copy to:

                           Sheppard, Mullin, Richter & Hampton LLP
                           333 South Hope Street, 48th Floor
                           Los Angeles, California  90071
                           Facsimile:  (213) 620-1398
                           Attention:  Jeffrey A. Kaye, Esquire

     Section 11.2 Entire Agreement.  This Agreement (including the documents and
instruments to be executed in connection  herewith) (a)  constitutes  the entire
agreement and supersedes all other prior  agreements  and  understandings,  both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof (other than any written  confidentiality  agreement  that may have
been entered by or among any of the parties,  and (b) may not be amended  except
by an instrument in writing  signed on behalf of each of the parties  hereto and
in compliance with applicable law.



                                       22
<PAGE>


     Section 11.3 Waiver.  At any time prior to the Effective  Time, the parties
hereto may (a) extend the time for the  performance of any of the obligations or
other  acts of the other  parties  hereto,  (b) waive  any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant  thereto  and  (c)  waive  compliance  with  any of the  agreements  or
conditions  contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid if set forth in an instrument in writing
signed on behalf of such party.

     Section 11.4  Interpretation.  The headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement. In this Agreement, unless a contrary intention
appears,  (i) the words  "herein",  "hereof" and  "hereunder" and other words of
similar  import  refer to this  Agreement  as a whole and not to any  particular
Article,  Section or other  subdivision  and (ii)  reference  to any  Article or
Section  means such Article or Section  hereof.  No provision of this  Agreement
shall be interpreted  or construed  against any party hereto solely because such
party or its legal representative drafted such provision.

     Section 11.5 Severability. If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the Merger is not affected in any manner  materially  adverse to any party. Upon
such  determination  that any term or other  provision  in  invalid,  illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify  this  agreement  so as to effect the  original  intent of the parties as
closely  as  possible  in a mutually  acceptable  manner to the  fullest  extent
permitted  by  applicable  law in order that the Merger  may be  consummated  as
originally contemplated to the fullest extent possible.

     Section  11.6  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance with the substantive and procedural laws of the State of
California  applicable to agreements  made and to be performed  entirely  within
such State. Any action, suit,  arbitration or other proceeding arising out of or
related  to this  Agreement  shall  be  conducted  only in Los  Angeles  County,
California.  Each party hereby irrevocably  consents and submits to the personal
jurisdiction  of and  venue in United  States  District  Court  for the  Central
District of California  and in the Superior  Court and  Municipal  Court for Los
Angeles County in any action, suit,  arbitration or other proceeding arising out
of or related to this  Agreement.  If any  action,  suit,  arbitration  or other
proceeding  arising  out of or related  to this  Agreement  is  brought  for the
enforcement  of this  Agreement,  the  successful or  prevailing  party shall be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action  or  proceeding,  in  addition  to any  other  relief  to which it may be
entitled.

                   [balance of page intentionally left blank]



<PAGE>



     Section 11.7  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed and delivered as of the date first written above.

                                        PROCARE INDUSTRIES, LTD.



                                        By:  /s/ Robert W. Marsik
                                             -----------------------------------
                                             Robert W. Marsik, President


                                        FASTPOINT ACQUISITION CORP.



                                        By:  /s/ Robert W. Marsik
                                             -----------------------------------
                                             Robert W. Marsik, President



                                        /s/ Robert W. Marsik
                                        ----------------------------------------
                                        ROBERT W. MARSIK, individually


                                        FASTPOINT COMMUNICATIONS, INC.



                                        By:  /s/ Ira Morris
                                             -----------------------------------
                                             Ira Morris, President, Chief
                                             Executive Officer and Chief
                                             Operating Officer



                                       23
<PAGE>
                                    EXHIBIT A
                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "Agreement") is made as of ___________________,
2000 by and among ProCare Industries,  Ltd., a Colorado corporation ("ProCare"),
Robert W. Marsik  ("Pledgor"),  and Robert DiMinico (the "Escrow  Agent"),  with
respect to the following facts:

     A.  Pursuant to an Agreement and Plan of Merger dated as of August __, 2000
by and among ProCare,  FastPoint  Acquisition Corp., a Delaware  corporation and
wholly-owned   subsidiary   of   ProCare   ("Merger   Subsidiary"),    FastPoint
Communications,  Inc., a Delaware  corporation  ("FastPoint"),  and Pledgor (the
"Merger  Agreement"),  on the date hereof Merger  Subsidiary is merging into and
with FastPoint (the "Merger").

     B.  Pledgor  has  agreed,  under  the  terms of  Article  10 of the  Merger
Agreement,  to  indemnify,  defend  and hold  harmless  ProCare  and each of its
affiliates from  liabilities of ProCare existing as of the effective date of the
Merger.

     C. It is a condition  precedent to the Merger  Agreement that Pledgor enter
into this Agreement in order to secure its indemnity  obligations  under Article
10 of the Merger Agreement.

     NOW, THEREFORE,  subject to the terms and conditions of this Agreement, and
on the basis of the premises,  covenants and undertakings  contained herein, the
parties hereto agree as follows:

     1. ESCROW FUND

                1.1 Delivery of Escrow Fund.

                  (a)  Pledgor  hereby   delivers  to  the  Escrow  Agent,   and
             authorizes  and  directs the Escrow  Agent to hold  pursuant to the
             terms  and  conditions  of this  Agreement,  certificate(s)  number
             __________  representing  125,000  shares  of the  common  stock of
             ProCare  owned by Pledgor  (the  "Shares"),  together  with a stock
             power  duly   executed  in  blank,   receipt  of  which  hereby  is
             acknowledged.  Such delivery constitutes a pledge by Pledgor of the
             Shares for the benefit of ProCare.

                  (b) The Shares and any other  property  which may be delivered
             to the Escrow  Agent under  Section 1.2 hereof shall be held by the
             Escrow  Agent  as  security  for  the   performance   of  Pledgor's
             obligations under Article 10 of the Merger Agreement.

          1.2  Additional  Collateral.  Pledgor  shall  deliver  or  cause to be
delivered  to the Escrow  Agent,  and hereby  authorizes  and directs the Escrow
Agent to hold  pursuant  to the  terms and  conditions  of this  Agreement,  all
distributions  made during the term hereof on the Shares and all  proceeds  from
the sale of the Shares, in each case whether in the form of securities,  cash or
other property, as additional  collateral subject to this Agreement.  The Shares
and all  distributions  on and  proceeds  from the sale of the  Shares  shall be
referred to herein as the "Escrow Fund." Pledgor shall not be permitted to sell,
transfer, assign,  hypothecate,  pledge or otherwise alienate all or any portion
of the Shares or other  securities  included  in the Escrow  Fund,  without  the
written  consent of ProCare.  Notwithstanding  the  foregoing,  Pledgor shall be
permitted to sell all or a portion of the Shares or other securities included in
the Escrow Fund in a bona fide, arms'-length  transaction,  provided that at the
closing of such sale,  Pledgor  delivers to the Escrow Agent the proceeds of the
sale (whether such  proceeds are cash,  securities or other  property or rights)
and a written  representation that such proceeds constitute 100% of the proceeds
from  the  sale  and  that  such  sale  constitutes  a bona  fide,  arms'-length
transaction.  The proceeds so delivered to the Escrow Agent shall become part of
the Escrow Fund.


<PAGE>

          1.3 Investment of Cash.  The portion of the Escrow Fund  consisting of
cash, if any, shall be invested and reinvested by the Escrow Agent in accordance
with the written instructions of Pledgor, subject to the following limitations:

                  (a) Such funds shall be invested and reinvested solely

                             (1)  at the risk of Pledgor;

                             (2)  in the name of the Escrow Agent or its nominee
                                  and   in   such   amounts   as  Pledgor  shall
                                  designate; and

                             (3)  in any of the following:

                                    (i) (A) any direct  general  obligations  of
                              the   United   States   of   America    (including
                              obligations  issued or held in book  entry form on
                              the books of the Department of the Treasury of the
                              United   States  of  America),   the  payment  and
                              principal on which are  unconditionally  and fully
                              guaranteed  by the United  States of America,  and
                              (B)  obligations  of  any  agency,  department  or
                              instrumentality  of the  United  States of America
                              the timely payment of principal of and interest on
                              which are fully guaranteed by the United States of
                              America (collectively, "Federal Securities");

                                    (ii) notes or debentures of the Federal Home
                              Loan  Bank  Board, obligations  of  the Government
                              National   Mortgage   Association,  or the Federal
                              National Mortgage Association;

                                    (iii) deposit accounts, time certificates of
                              deposit  or  negotiable  certificates  of  deposit
                              issued by a state or  national  chartered  bank or
                              trust company,  or a state or national savings and
                              loan  association,  provided that, (A) in the case
                              of a savings and loan  association,  the unsecured
                              obligations  of such savings and loan  association
                              shall be rated "A" or better by either  Standard &
                              Poor's  Corporation or Moody's Investors  Service,
                              Inc.  (each,  a "Rating  Agency"),  and (B) in the
                              case of a  bank,  such  deposits  shall  be  fully
                              insured   by   the   Federal   Deposit   Insurance
                              Corporation,  or the unsecured obligations of such
                              bank (or the unsecured  obligations  of the parent
                              bank  holding  company  of which  such bank is the
                              lead bank)  shall be rated "A" or better by either
                              Rating Agency;

                                    (iv) banker's  acceptances  which are issued
                              by a bank or trust  company  organized  under  the
                              laws of any  state  of the  United  States  or any
                              national banking association;  provided, that such
                              banker's  acceptances  may not  exceed  270  days'
                              maturity;

                                    (v)  commercial  paper of "prime" quality of
                              the highest ranking or  of the  highest letter and
                              numerical  rating  as  provided  by  either Rating
                              Agency;


                                       2
<PAGE>

                                    (vi) notes,  warrants  or other  evidence of
                              indebtedness  of any of the  states of the  United
                              States or of any political  subdivision  or public
                              agency  thereof  which  are  rated in the  highest
                              short-term  or one of the  two  highest  long-term
                              categories by either Rating Agency;

                                    (vii) money market funds or mutual funds the
                              policy  of which is to invest  solely  in  Federal
                              Securities  or  in  obligations  which  are  fully
                              guaranteed    or    collateralized    by   Federal
                              Securities,  or money market funds or mutual funds
                              which are rated in the highest rating  category by
                              either Rating Agency;

                                    (viii) any investment agreement with (A) any
                              bank or trust company  organized under the laws of
                              any state of the  United  States  or any  national
                              banking  association  or  government  bond  dealer
                              reporting  to,  trading with and  recognized  as a
                              primary dealer by, the Federal Reserve Bank of New
                              York,  whose long term unsecured debt is rated "A"
                              or  better  by either  Rating  Agency,  or (B) any
                              corporation that is organized and operating within
                              the  United  States  of  America  whose  long term
                              unsecured  debt is rated  "A" or  better by either
                              Rating Agency, and that has total assets in excess
                              of $250,000,000; or

                                    (ix)  such  other   instruments  as  may  be
                              specifically  approved in writing by both  Pledgor
                              and ProCare.

                      (b) If Pledgor  does not  provide  the  Escrow  Agent with
                      written   instructions   directing   the   investment   or
                      reinvestment  of any of the Escrow Fund,  the Escrow Agent
                      shall  automatically  and  forthwith  invest such funds in
                      accordance  with Section  1.3(a)(3)(i)  or (iii) until the
                      Escrow Agent has received appropriate written instructions
                      from Pledgor.

                      (c) The Escrow  Agent  shall be entitled to sell or redeem
                      any such investment as necessary to make any distributions
                      required   under  this   Agreement   (provided  that  such
                      distributions  satisfy all the  conditions  required to be
                      satisfied prior to the making of such  distributions)  and
                      shall not be liable or responsible  for any loss resulting
                      from any such sale or  redemption;  provided  that, in the
                      event the Escrow Agent  intends to sell or redeem any such
                      investment,  the Escrow  Agent  shall  notify  Pledgor and
                      ProCare at least three (3)  business  days prior to taking
                      any action to cause such sale or redemption.

                      (d)  Income,  if any,  resulting  from the  investment  of
                      Escrow  Fund shall be  retained  by the  Escrow  Agent and
                      shall be considered,  for all purposes of this  Agreement,
                      to be part of the Escrow Fund.

          1.4  Voting  Rights  and  Distributions.   During  the  term  of  this
Agreement,  (i)  Pledgor  shall  have  the  right  to vote  the  Shares  and any
additional  shares of the  capital  stock of ProCare  held by the  Escrow  Agent
hereunder  on each issue  presented  to the  shareholders  of ProCare,  and (ii)
Pledgor shall have the right to receive all cash  distributions  thereon subject
to the limitations set forth in Section 1.2.

                                       3
<PAGE>

          1.5 Notice of Claims.  If ProCare  wishes to make a claim  against the
Escrow Fund, ProCare shall give a written notice to Pledgor and the Escrow Agent
of such claim (a "Demand  Notice").  The Demand  Notice shall  include a summary
description of the factual bases for the claim and the amount of the claim (or a
reasonable  estimate thereof,  if not known with certainty).  Pledgor shall have
the right to contest any claim  described in a Demand  Notice by giving  written
notice to ProCare and the Escrow Agent within  twenty (20)  calendar days of the
Demand Notice (a "Dispute Notice"). In the event Pledgor does not give a Dispute
Notice  within  such  twenty  (20) day  period,  the  description  of the  claim
contained in the Demand Notice (including, but not limited to, the factual bases
therefor  and the amount of the claim or the estimate  thereof)  shall be deemed
conclusively to be true and complete;  provided,  however, that ProCare shall be
entitled thereafter to submit additional Demand Notices pursuant to this Section
1.5 with respect to the same claims as were  described  in such  initial  Demand
Notice and Pledgor  shall have the right to contest any such  additional  demand
Notice, all as set forth above.

          1.6 Distributions to ProCare.

                      (a) If  Pledgor  shall  fail to  timely  deliver a Dispute
                      Notice  with  respect  to any  claim set forth in a Demand
                      Notice,  the Escrow  Agent shall  deliver to ProCare  that
                      portion of the Escrow  Fund which has a value  (determined
                      pursuant to Section  1.8,  in the case of that  portion of
                      the Escrow Fund consisting of shares or other  securities)
                      equal as nearly as  practicable  to the value of the claim
                      as set forth in the Demand Notice.

                      (b) If Pledgor shall timely  deliver a Dispute Notice with
                      respect  to any claim set  forth in a Demand  Notice,  the
                      Escrow  Agent  shall make a  distribution  from the Escrow
                      Fund  to  ProCare   only  in   accordance   with   written
                      instructions  jointly  signed by ProCare  and Pledgor or a
                      written  order of a court of competent  jurisdiction.  The
                      portion of the Escrow Fund to be so distributed shall have
                      a value  (determined  pursuant to Section 1.8, in the case
                      of that portion of the Escrow Fund consisting of shares or
                      other  securities)  equal as nearly as  practicable to the
                      value of the claim as set forth in the Demand Notice.

                      (c) No  fractional  shares  shall  be  distributed  by the
                      Escrow Agent to ProCare.  In lieu of the  distribution  of
                      fractional  shares, the number of shares to be distributed
                      shall  be  rounded  off to the  nearest  whole  number  of
                      shares.

          1.7  Distributions  to Pledgor.  The Escrow Agent shall  distribute to
Pledgor  the  balance  of the  Escrow  Fund (in the form then held) on the first
anniversary of the date hereof (the "Distribution  Date").  Notwithstanding  the
foregoing,  any portion of the Escrow Fund to be  distributed  to Pledgor on the
Distribution  Date shall be reduced by that portion of the Escrow Fund which has
a value (determined  pursuant to Section 1.8, in the case of that portion of the
Escrow  Fund  consisting  of  shares  or other  securities)  equal as  nearly as
practicable to the aggregate  claims set forth in any unresolved  Demand Notice.
Thereafter,  the Escrow Agent shall make a distribution  from the Escrow Fund to
Pledgor only in accordance with written  instructions  jointly signed by ProCare
and Pledgor or a written order of a court of competent jurisdiction. The portion
of the Escrow Fund to be so distributed shall have a value (determined  pursuant
to Section  1.8, in the case of that  portion of the Escrow Fund  consisting  of
shares or other  securities)  equal as nearly as practicable to the value of the
claim as set forth in the Demand Notice.


                                       4
<PAGE>


          1.8 Valuation of Escrow Fund. The value of shares or other  securities
included in the Escrow Fund shall be determined  for purposes of this  Agreement
by an investment banker of national  reputation  mutually  acceptable to ProCare
and  Pledgor;  provided  that  if  ProCare  and  Pledgor  cannot  agree  on such
investment  banker,  each party shall  select an  investment  banker and the two
investment  bankers  so  selected  shall  select a third  investment  banker  of
national  reputation;  and provided  further  that if either  ProCare or Pledgor
shall fail to select an investment  banker as aforesaid  within five days of the
written  request  therefor by the other,  the investment  banker selected by the
requesting party shall make the  determination of value required by this Section
1.8. The investment banker shall make the determination of value by reference to
the price which ProCare would realize,  net of all costs and expenses,  from the
private sale of such shares or other securities,  taking into account the effect
of such sale on the market  price of  ProCare's  common  stock,  a discount  for
non-marketability,  if any, and such other factors as such investment banker may
deem appropriate.

          1.9 Duties of the Escrow Agent.

                      (a) Notwithstanding  anything herein to the contrary,  the
                      Escrow Agent shall  retain and promptly  dispose of all or
                      any  part of the  Escrow  Fund  in  accordance  with  this
                      Agreement.  The Escrow  Agent  shall not be liable for any
                      act or omission to act under this Agreement, including any
                      and all claims made  against the Escrow  Agent as a result
                      of its holding the Escrow  Fund,  except for its own gross
                      negligence  or willful  misconduct.  ProCare and  Pledgor,
                      jointly and severally,  shall  indemnify and hold harmless
                      the Escrow  Agent  from and  against  any and all  claims,
                      losses,  costs,  liabilities,   damages,  suits,  demands,
                      judgments  or  expenses  (including,  but not  limited to,
                      reasonable attorneys' fees)(the "Damages") claimed against
                      or incurred by the Escrow Agent arising out of or related,
                      directly or indirectly, to this Agreement,  except acts of
                      gross negligence or willful  misconduct.  The Escrow Agent
                      may  decline to act and shall not be liable for failure to
                      act if in doubt as to its duties under this Agreement. The
                      Escrow  Agent  may act upon any  instrument  or  signature
                      believed  by it to be  genuine  and may  assume  that  any
                      person  purporting  to  give  any  notice  or  instruction
                      hereunder, reasonably believed by it to be authorized, has
                      been duly  authorized to do so. The Escrow  Agent's duties
                      shall be determined  only with reference to this Agreement
                      and  applicable  laws, and the Escrow Agent is not charged
                      with  knowledge  of or any duties or  responsibilities  in
                      connection   with  any  other   document   or   agreement,
                      including,  but not limited to, the Purchase Agreement. In
                      the event that the Escrow  Agent shall be  uncertain as to
                      its duties or rights hereunder,  the Escrow Agent shall be
                      entitled to refrain  from taking any action  other than to
                      keep  safely  the Escrow  Fund until it shall (i)  receive
                      written instructions signed by ProCare and Pledgor or (ii)
                      is   directed   otherwise   by  a   court   of   competent
                      jurisdiction.

                      (b)  The  Escrow  Agent  may  act  in  reliance  upon  any
                      instructions  signed with a signature believed by it to be
                      genuine,  and may  assume  that  any  person  who has been
                      designated  by  ProCare  or  Pledgor  to give any  written
                      instructions, notice or receipt, or make any statements in
                      connection  with the  provisions  hereof,  has  been  duly
                      authorized  to do so. The Escrow  Agent shall have no duty
                      to  make  inquiry  as  to  the  genuineness,  accuracy  or
                      validity  of  any  statements  or   instructions   or  any
                      signatures on statements or instructions.

                                       5
<PAGE>


                      (c) The Escrow  Agent  shall have the right at any time to
                      resign   hereunder  by  giving   written   notice  of  its
                      resignation  to ProCare and Pledgor,  at the addresses set
                      forth  herein or at such  other  address  as such  parties
                      shall provide, at least thirty (30) days prior to the date
                      specified  for such  resignation  to take effect.  In such
                      event,  ProCare  and  Pledgor  shall  appoint a  successor
                      escrow agent within said thirty (30) days.  If a successor
                      escrow agent is not  designated  within such  period,  the
                      Escrow  Agent  may  appoint  a  successor   escrow  agent;
                      provided,  however, that such successor escrow agent shall
                      be  acceptable  to ProCare  and Pledgor and shall agree to
                      abide by the terms and conditions of this Agreement.  Upon
                      the effective  date of such  resignation,  the Escrow Fund
                      shall be delivered by it to such  successor  escrow agent.
                      In the event the Escrow Agent does not appoint a successor
                      escrow  agent  within  thirty  (30) days,  the Escrow Fund
                      shall  be  delivered  to and  deposited  with a  court  of
                      competent  jurisdiction to act as successor  escrow agent.
                      Upon the  delivery  of the Escrow  Fund  pursuant  to this
                      Section  1.8(c) to a successor  escrow  agent,  the Escrow
                      Agent  shall  be   relieved   of  all  further   liability
                      hereunder.

                      (d) In the event that the Escrow  Agent should at any time
                      be confronted with  inconsistent or conflicting  claims or
                      demands by the parties hereto, the Escrow Agent shall have
                      the  right to  interplead  said  parties  in any  court of
                      competent   jurisdiction   and  request  that  such  court
                      determine  the  respective  rights  of such  parties  with
                      respect to this  Agreement  and, upon doing so, the Escrow
                      Agent shall be released from any  obligations or liability
                      to either  party as a  consequence  of any such  claims or
                      demands.

                      (e) The  Escrow  Agent may  execute  any of its  powers or
                      responsibilities   hereunder   and   exercise  any  rights
                      hereunder,  either directly or by or through its agents or
                      attorneys.  The Escrow Agent shall not be responsible  for
                      and shall not be under a duty to examine,  inquire into or
                      pass  upon the  validity,  binding  effect,  execution  or
                      sufficiency  of  this  Agreement  or of any  amendment  or
                      supplement hereto.

          1.10 No Escrow Fee. The Escrow Agent  acknowledges  and agrees that he
is performing his services  hereunder as an accommodation to ProCare and Pledgor
and  accordingly he shall not be entitled to any fees or expense  reimbursements
hereunder.

        2.  MISCELLANEOUS

          2.1 Notices. All notices,  requests,  demands and other communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered  personally,  (ii)
upon confirmation of receipt, if given by electronic  facsimile and (iii) on the
third business day following mailing,  if mailed  first-class,  postage prepaid,
registered or certified mail, to the following address (or at such other address
for a party as shall be specified by like notice):

                  If to ProCare: c/o FastPoint Communications, Inc.
                  5777 W. Century Blvd., Suite 600
                  Los Angeles, California 90045
                  Facsimile: (310) 642-0418
                  Attention:  Ira Morris, President


                                       6
<PAGE>


                  If to Pledgor Robert W. Marsik
                  1960 White Birch Drive
                  Vista, CA  92083
                  Facsimile: (760) 599-4433

                  If to Escrow Agent Robert DiMinico
                  5777 West Century Blvd., Suite 1605
                  Los Angeles, California  90045
                  Facsimile:  (310) 743-4223

          2.2  Entire  Agreement.   This  Agreement  and  the  Merger  Agreement
constitute the entire  agreement and  supersedes all other prior  agreements and
understandings,  both written and oral, among the parties,  or any of them, with
respect  to the  subject  matter  hereof,  and may not be  amended  except by an
instrument  in  writing  signed on behalf of each of the  parties  hereto and in
compliance with applicable law.

          2.3  Interpretation.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement. In this Agreement, unless a contrary intention
appears,  (i) the words  "herein",  "hereof" and  "hereunder" and other words of
similar  import  refer to this  Agreement  as a whole and not to any  particular
Article,  Section or other  subdivision  and (ii)  reference  to any  Article or
Section  means such Article or Section  hereof.  No provision of this  Agreement
shall be interpreted  or construed  against any party hereto solely because such
party or its legal representative drafted such provision.

          2.4 Severability.  If any term or other provision of this Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect.

          2.5 Governing Law. This  Agreement  shall be governed by and construed
in  accordance  with  the  substantive  and  procedural  laws  of the  State  of
California  applicable to agreements  made and to be performed  entirely  within
such State. Any action, suit,  arbitration or other proceeding arising out of or
related  to this  Agreement  shall  be  conducted  only in Los  Angeles  County,
California.  Each party hereby irrevocably  consents and submits to the personal
jurisdiction  of and  venue in United  States  District  Court  for the  Central
District of California  and in the Superior  Court and  Municipal  Court for Los
Angeles County in any action, suit,  arbitration or other proceeding arising out
of or related to this  Agreement.  If any  action,  suit,  arbitration  or other
proceeding  arising  out of or related  to this  Agreement  is  brought  for the
enforcement  of this  Agreement,  the  successful or  prevailing  party shall be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action  or  proceeding,  in  addition  to any  other  relief  to which it may be
entitled.

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

          2.7 Further Assurances.  Each party hereto shall, from time to time at
and after the date hereof,  execute and deliver such instruments,  documents and
assurances  and take such further  actions as the other parties  reasonably  may
request to carry out the purpose and intent of this Agreement.

          2.8 Injunctive  Relief.  Each of the parties hereto  acknowledges  and
agrees that it would be  difficult  to fully  compensate  the other  parties for
damages  resulting from the breach or threatened breach of any provision of this
Agreement and,  accordingly,  that each party shall be entitled to temporary and
injunctive  relief,   including  temporary   restraining   orders,   preliminary
injunctions and permanent  injunctions,  to enforce such provisions  without the
necessity  of  proving  actual  damages  or being  required  to post any bond or
undertaking in connection  with any such action.  This provision with respect to
injunctive  relief shall not  diminish,  however,  the right of any party to any
other relief or to claim and recover damages.

                   [Balance of page intentionally left blank]


                                       7
<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Escrow
Agreement to be signed and delivered as of the date first written above.

                                         "ProCare"
                                         PROCARE INDUSTRIES, LTD.

                                         By:
                                            -----------------------------------
                                            [Print Name and Title]


                                         "Pledgor"

                                         --------------------------------------
                                         ROBERT W. MARSIK


                                         "Escrow Agent"


                                         --------------------------------------
                                         ROBERT DIMINICO
















                                       8
<PAGE>

                                    EXHIBIT D
                         FASTPOINT COMMUNICATIONS, INC.
                          COMMON STOCK PURCHASE WARRANT

THESE  SECURITIES AND THE SECURITIES  ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER
THE APPLICABLE LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED  UNLESS (I)
SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
THE ACT AND AN EFFECTIVE  QUALIFICATION  UNDER APPLICABLE STATE SECURITIES LAWS,
(II) SUCH SALE OR TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR
(III) THE ISSUER  RECEIVES AN OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER TO
THE EFFECT  THAT SUCH SALE OR  TRANSFER  IS EXEMPT  FROM SUCH  REGISTRATION  AND
QUALIFICATION.

     1.  Issuance.  For  good  and  valuable  consideration,   the  receipt  and
sufficiency of which is hereby acknowledged by FASTPOINT COMMUNICATIONS, INC., a
Delaware  corporation  (the  "Company"),  PROCARE  INDUSTRIES,  LTD., a Colorado
corporation  (the  "Holder") is hereby granted the right to purchase at any time
until 5:00 P.M.,  Los Angeles  time,  on  September  __,  2005 (the  "Expiration
Date"), twenty-five thousand (25,000) fully paid and nonassessable shares of the
Company's common stock (the "Common Stock"), at an exercise price per share (the
"Exercise Price") of $3.50, subject to adjustment as set forth herein.

     2. Exercise of Warrants. This Warrant is exercisable in whole or in part at
any time and from time to time until the  Expiration  Date at the Exercise Price
per share of Common Stock payable hereunder,  payable in cash or by certified or
official  bank check,  or by "cashless  exercise,"  by means of  tendering  this
Warrant Certificate to the Company to receive a number of shares of Common Stock
equal in Market Value (as defined  below) to the  difference  between the Market
Value of the shares of Common Stock  issuable  upon exercise of this Warrant and
the  total  cash  exercise  price  thereof.   Upon  surrender  of  this  Warrant
Certificate  with the  annexed  Notice  of  Exercise  Form  duly  completed  and
executed,  together with payment of the Exercise  Price for the shares of Common
Stock  purchased,  the Holder  shall be  entitled  to receive a  certificate  or
certificates  for the shares of Common Stock so  purchased.  For the purposes of
this  Section 2,  "Market  Value" shall be an amount equal to the product of (A)
the number of shares of Common Stock to be issued upon surrender of this Warrant
Certificate,  and (B) the average  closing  price of the Common Stock (or, if no
closing  price is  available,  the average of the bid and asked  prices) for the
five (5) trading  days  preceding  the  Company's  receipt of the duly  executed
Notice of  Exercise  form as quoted by Nasdaq or, if not quoted on Nasdaq,  such
value as may be determined in good faith by the Company's Board of Directors.

     3.  Reservation  of Shares.  The  Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

     4.  Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

     5.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.


<PAGE>

     6. Adjustments.

          6.1  Reorganization,  Reclassification,  Common Stock, Etc. In case of
any capital reorganization,  or of any reclassification of the capital stock, of
the Company  (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a split-up  or  combination)
or in case of the  consolidation or merger of the Company with or into any other
entity  (other  than a  consolidation  or  merger in which  the  Company  is the
surviving  corporation  and which  does not  result in the  Common  Stock  being
changed into or exchanged for stock or other securities or property of any other
person),  or of the sale of the  properties  and  assets of the  Company  as, or
substantially  as, an entirety to any other entity,  this Warrant  shall,  after
such capital reorganization,  reclassification of capital stock,  consolidation,
merger or sale,  entitle the Holder to purchase the kind and number of shares of
stock or other securities or property of the Company, or of the entity resulting
from such  consolidation or surviving such merger or to which such sale shall be
made, as the case may be, to which the holder hereof would have been entitled if
it had held the Common Stock issuable upon the exercise hereof immediately prior
to   such   capital   reorganization,   reclassification   of   capital   stock,
consolidation,  merger or sale, and in any such case appropriate provision shall
be made in good faith by the Board of  Directors  with respect to the rights and
interests  of the  Holder  to the end that  the  provisions  hereof  (including,
without  limitation,  provisions for adjustment of the number or class of shares
purchasable  upon the exercise of this Warrant) shall  thereafter be applicable,
as nearly as may be in  relation  to any shares of stock,  securities  or assets
thereafter  deliverable upon the exercise of the rights represented  hereby. The
Company shall not effect any such consolidation, merger or sale, unless prior to
or simultaneously  with the consummation  thereof the successor entity (if other
than the Company)  resulting from such consolidation or merger entity purchasing
such assets shall assume by written instrument  executed and mailed or delivered
to the  Holder,  the  obligation  to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase.

          6.2.  In case the  Company  shall,  at any time  after  the date  this
Warrant was first issued,  with respect to all of the holders of its outstanding
Common Stock (i) declare a dividend on the  outstanding  Common Stock payable in
shares  or  rights  to  acquire  shares of  Common  Stock,  (ii)  subdivide  the
outstanding  Common  Stock,  (iii) combine the  outstanding  Common Stock into a
smaller  number of  shares,  or (iv) issue any  shares of its  capital  stock by
reclassification  of the Common Stock  (including any such  reclassification  in
connection with a consolidation or merger in which the Company is the continuing
corporation  but  excluding  the events  set forth in Section  6.1 hereof or the
issuance of shares of Common  Stock by the Company in  connection  with a merger
when  the  Company  is the  surviving  corporation  of the  Merger  and no  such
reclassification  of the Common Stock has  occurred),  then,  in each case,  the
Exercise  Price and the number of shares  issuable upon exercise of this Warrant
in effect at the time of the record date for such  dividend or of the  effective
date  of  such  subdivision,   combination,   or   reclassification,   shall  be
proportionately adjusted so that the Holder after such time shall be entitled to
receive the aggregate  number and kind of shares which, if this Warrant had been
exercised immediately prior to such time, it would have owned upon such exercise
and  been  entitled  to  receive  by  virtue  of  such  dividend,   subdivision,
combination,  or  reclassification.  Such adjustment shall be made  successively
whenever any event listed above shall occur.

     7.  Taxes.  The  Company  shall  not be  required  to pay any tax or  taxes
attributable to the issuance of this Warrant or of Warrant Shares.

     8. No Limitation on Corporate  Action. No provisions of this Warrant and no
right or option granted or conferred hereunder shall in any way limit, affect or
abridge the exercise by the Company of any of its corporate  rights or powers to
recapitalize, amend its Certification of Incorporation,  reorganize, consolidate
or merge with or into another  entity,  or to  transfer,  all or any part of its
property or assets,  or the  exercise or any other of its  corporate  rights and
powers.



                                       2
<PAGE>


     9. Transfer to Comply with the Securities Act; Registration Rights.

            9.1  Transfer.  This  Warrant  has not  been  registered  under  the
Securities Act of 1933, as amended,  (the "Act"),  or qualified under applicable
state  securities  laws and has been issued to the Holder for investment and not
with a view to the  distribution  of either the Warrant or the  Warrant  Shares.
Neither this Warrant nor any of the Warrant Shares or any other security  issued
or issuable upon exercise of this Warrant may be sold,  transferred,  pledged or
hypothecated in the absence of an effective registration statement under the Act
and  qualification  under  applicable  state  securities  laws  relating to such
security or an opinion of counsel  satisfactory to the Company that registration
is not required under the Act and qualification is not required under applicable
state securities laws. Each certificate for the Warrant,  the Warrant Shares and
any other  security  issued or  issuable  upon  exercise of this  Warrant  shall
contain a legend on the face  thereof,  in form and  substance  satisfactory  to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.

     10.  Notices.  All  notices,  requests,  demands  and other  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered  personally,  (ii)
upon confirmation of receipt, if given by electronic  facsimile and (iii) on the
third business day following  mailing,  if mailed  firstclass,  postage prepaid,
registered or certified mail, to the following address (or at such other address
for a party as shall be specified by like notice):

                 (i)      if to the Company, to:

                          FastPoint Communications, Inc.
                          5777 West Century Boulevard, Suite 600
                          Los Angeles, California 90045
                          Facsimile: (310) 6420418
                          Attention:  Chief Financial Officer

                 (ii)     if to the Holder, to:

                          ProCare Industries, Ltd.
                          1960 White Birch Drive
                          Vista, California 92083
                          Facsimile: (760) 5994433
                          Attention:  Robert W. Marsik, President

     11.  Supplements  and  Amendments;  Whole  Agreement.  This  Warrant may be
amended or  supplemented  only by an instrument in writing signed by the Company
and the Holder.  This Warrant contains the full understanding of the Company and
the Holder with respect to the subject  matter  hereof and thereof and there are
no  representations,   warranties,   agreements  or  understandings  other  than
expressly contained herein and therein.

     12. Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of  California  and for all purposes  shall be governed by
and construed in accordance with the laws of such State  applicable to contracts
to be made and performed entirely within such State.

     13.   Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same  instrument.

     14. Descriptive  Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.



                                       3
<PAGE>


     15. No Fractional  Shares.  No  fractional  shares of Common Stock shall be
issued upon exercise of this Warrant.  In lieu of any fractional shares to which
the Holder would otherwise be entitled,  the Company shall pay cash equal to the
product of such  fraction  multiplied by the per share Market Value of one share
of Common Stock on the date of exercise.

     16. Waivers Strictly  Construed.  With regard to any power, remedy or right
provided  herein or otherwise  available to any party hereunder (i) no waiver or
extension of time shall be  effective  unless  expressly  contained in a writing
signed by the waiving party; and (ii) no alteration,  modification or impairment
shall be implied by reason of any previous  waiver,  extension of time, delay or
omission in exercise, or other indulgence.

     17. Severability. The validity, legality or enforceability of the remainder
of this  Warrant  shall not be  affected  even if one or more of its  provisions
shall be held to be invalid, illegal or unenforceable in any respect.

     18.  Attorneys'  Fees.  Should any  litigation or  arbitration be commenced
(including any proceedings in a bankruptcy court) between the Holder and Company
or their representatives  concerning any provision of this Warrant or the rights
and  duties of any  person or entity  hereunder,  the party  prevailing  in such
proceeding  shall be  entitled,  in  addition  to such  other  relief  as may be
granted, to the reasonable attorneys' fees and court costs incurred by reason of
such litigation.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
_____ day of September, 2000.

                                        FASTPOINT COMMUNICATIONS, INC.

                                        By:
                                           ---------------------------------
                                           [Print Name and Title]

                                        PROCARE INDUSTRIES, LTD.

                                        By:
                                           ---------------------------------
                                           [Print Name and Title]




                                       4
<PAGE>



                          NOTICE OF EXERCISE OF WARRANT

     The  "Holder"  designated  below  hereby  elects  to  exercise  the  right,
represented  by the Warrant  Certificate  dated as of  September  __,  2000,  to
purchase  shares of the Common  Stock of  FASTPOINT  COMMUNICATIONS,  INC.  (the
"Company") and tenders herewith payment as follows:

         CASH:             $________________________

         CASHLESS EXERCISE


     Please deliver the stock certificate to:

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

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


     The Holder hereby represents and warrants to the Company as follows:

                    1. The Holder has  sufficient  knowledge  and  experience in
               financial  and business  matters that it is capable of evaluating
               the merits and risks of its prospective  investment in the shares
               of Common Stock.

                    2. The Holder  understands  that it is purchasing the shares
               of Common Stock  pursuant to an exemption  from the  registration
               requirements  of the  Securities  Act of 1933,  as  amended  (the
               "Act"), or any state securities or Blue Sky laws.

                    3. The Holder is an "accredited investor" as defined in Rule
               501(a) of Regulation D under the Act.



Dated:
      -------------------------

         "Holder"

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

By:
   -----------------------------

                                       5
</TEXT>
</DOCUMENT>
