NATIONAL BEAUTY CORP
MERGER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<DESCRIPTION>MERGER AGREEMENT
<TEXT>

Exhibit 10.1 Agreement and Plan of Merger

                          AGREEMENT AND PLAN OF MERGER

                                     BETWEEN


                              NATIONAL BEAUTY CORP.
                              A NEVADA CORPORATION


                                       AND


                             ZZYZX ZZAZX ZZOZX, INC.
                              A WYOMING CORPORATION















<PAGE>
                         LIST OF SCHEDULES AND EXHIBITS
                                       TO
                          AGREEMENT AND PLAN OF MERGER


SCHEDULES

Schedule 2.1             List of Zzyz Shareholders and Company Common Stock and
                         Company Preferred Stock to be Received
Schedule 4.1(b)          Company Conflicts
Schedule 4.1(c)          Company Capitalization
Schedule 4.1(g)          Issuance of Company Securities
Schedule 4.1(i)          Company Taxes
Schedule 4.1(l)          Company Legal Proceedings
Schedule 4.1(m)          Company Changes or Events
Schedule 4.2(i)          Zzyz Legal Proceedings
Schedule 4.2(g)          Zzyz Liabilities


EXHIBITS

Exhibit 2.1(c)           Company Warrant
Exhibit 2.1(d)           Certificate of Designation
Exhibit 2.2(a)           Escrow Agreement
Exhibit 2.2(b)           Conversion and Exercise Procedures
Exhibit 6.1(a)           Company Certified Resolutions
Exhibit 6.1(b)           Opinion of Weed & Co., LLP
Exhibit 6.1(c)           Opinion of Hand & Hand re Rule 504
Exhibit 6.1(d)           Company Instruction Letter to Transfer Agent
Exhibit 6.1(f)           Company Officer's Certificate
Exhibit 6.2(a)           Zzyz Certified Resolutions
Exhibit 6.2(b)           Opinion of Hand & Hand, a professional corporation
Exhibit 6.2(d)           Zzyz Officer's Certificate

<PAGE>
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 20, 2002, by
and  between  National  Beauty  Corp., a Nevada corporation (the "Company"), and
Zzyzx  Zzazx  Zzozx,  Inc.,  a  Wyoming  corporation  ("Zzyz").

                                    RECITALS

     WHEREAS,  the  Company  and  Zzyz  desire  to  merge Zzyz with and into the
Company  whereby the Company shall be the surviving entity pursuant to the terms
and  conditions  set forth herein and whereby the transaction shall qualify as a
tax  free  exchange  pursuant  to  Section 351 of the Internal Revenue Code (the
"IRC");

WHEREAS,  in  furtherance  of  such  combination, the Boards of Directors of the
Company and Zzyz have each approved the merger of Zzyz with and into the Company
(the  "Merger"),  upon the terms and subject to the conditions set forth herein,
in  accordance  with the applicable provisions of the Nevada General Corporation
Law  (the  "NGCL"),  in  the  case  of  the  Company,  and  the Wyoming Business
Corporation  Act  (the  "WBCA"),  in  the  case  of  Zzyz;

WHEREAS, the shareholders of Zzyz desire to exchange all of their shares of  the
capital stock of Zzyz (the "Zzyz Capital Stock") for shares of the capital stock
of the Company (the "Company Capital Stock") in the respective amounts set forth
in  Schedule  2.1  hereto  as a tax free exchange pursuant to Section 351 of the
IRC;

WHEREAS, the holder of the warrant to purchase 3,000,000 shares of Zzyz's common
stock,  no par value (the "Zzyz Common Stock"), at a purchase price of $.001 per
share (the "Zzyz Warrant") desires to exchange the Zzyz Warrant for a warrant to
purchase  3,000,000  shares  of  the Company's common stock, par value $.001 per
share  (the "Company Common Stock"), at a purchase price of $.001 per share (the
"Company  Warrant");  and

WHEREAS,  all  defined terms used herein not otherwise defined herein shall have
the  meanings ascribed to such terms in the Convertible Preferred Stock Purchase
Agreement  dated  even  date  herewith between Zzyz and HEM Mutual Assurance LLC
(the  "Purchase  Agreement").

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
agreements  herein  contained,  and  intending  to  be legally bound hereby, the
parties  agree  as  follows:
                                    ARTICLE I

                                   THE MERGER
          1.1     The  Merger.  At  the  Effective Time (as hereinafter defined)
                  -----------
and subject to and upon the terms and conditions of this Agreement, the NGCL and
the WBCA, Zzyz shall be merged with and into the Company pursuant to the Merger.
Following  the  Merger,  the Company shall continue as the surviving corporation
(the "Surviving Corporation") and the separate corporate existence of Zzyz shall
cease.  As  part  of  the Merger and as more fully described in Section 2.1, (i)
the  1,000  issued  and  outstanding  shares  of  the Zzyz Common Stock shall be
exchanged  for 1,000 shares of the Company Common Stock, (ii) the 750 issued and
outstanding  shares  of  Zzyz's  Series A 2% Convertible Preferred Stock, no par
value  (the  "Zzyz  Preferred  Stock"), shall be exchanged for 750 shares of the
Company's  Series  B  2%  Convertible Preferred Stock, par value $.001 per share
(the  "Company  Preferred Stock"), and (iii) the Zzyz Warrant shall be exchanged
for  the  Company  Warrant.

          1.2     Effective  Time.  The  Merger shall be consummated as promptly
                  ---------------
as  practicable  after  satisfaction  of  all conditions to the Merger set forth
herein,  by  filing  with  the  Secretary  of  State of the States of Nevada and
Wyoming  a  certificate  of  merger  (the  "Certificate  of  Merger")  or  other
appropriate  documents,  executed  in accordance with the relevant provisions of
the  NGCL  and  WBCA.  The  Merger shall become effective upon the filing of the
Certificate  of  Merger.  The time of such filing shall be referred to herein as
the  "Effective  Time."

          1.3     Effects of the Merger.  At the Effective Time, all the rights,
                  ---------------------
privileges,  immunities,  powers  and franchises of the Company and Zzyz and all
property, real, personal and mixed, and every other interest of, or belonging to
or  due to each of the Company and Zzyz shall vest in the Surviving Corporation,
and  all  debts,  liabilities,  obligations  and duties of the Company and Zzyz,
including,  without limitation, the performance of all obligations and duties of
Zzyz  pursuant  to  the  Convertible  Preferred  Stock  Purchase  Agreement (the
"Purchase  Agreement"),  dated  August  20, 2002, between Zzyz and the purchaser
listed  therein,  and  the  exhibits,  schedules  and  all documents executed in
connection  therewith,  or  any  other  Transaction  Document (as defined in the
Purchase Agreement), shall become the debts, liabilities, obligations and duties
of  the Surviving Corporation without further act or deed, all in the manner and
to  the  full  extent provided by the NGCL and the WBCA.  Whenever a conveyance,
assignment,  transfer,  deed or other instrument or act is necessary to vest any
property  or  right  in the Surviving Corporation, the directors and officers of
the  respective  constituent corporations shall execute, acknowledge and deliver
such instruments and perform such acts, for which purpose the separate existence
of  the constituent corporations and the authority of their respective directors
and  officers  shall  continue,  notwithstanding  the  Merger.

          1.4     Certificate  of  Incorporation.  The  Certificate  of
                  ------------------------------
Incorporation  of  the Company, as in effect immedi-ately prior to the Effective
Time, shall be the Certificate of Incorporation of the Surviving Corporation and
thereafter  may  be  amended  or  repealed  in  accordance  with  its  terms and
applicable  law.

          1.5     By-Laws.  At the Effective Time and without any further action
                  -------
on  the  part  of  the Company and Zzyz, the By-laws of the Company shall be the
By-laws  of the Surviving Cor-poration and thereafter may be amended or repealed
in  accordance  with  their  terms  or  the  Certificate of Incorporation of the
Sur-viving  Corporation  and  as  provided  by  law.

          1.6     Directors.  The directors of the Company at the Effective Time
                  ---------
shall be the directors of the Surviving Corpora-tion, until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified,  as  the  case  may  be.

          1.7     Officers.  The  officers  of the Company at the Effective Time
                  --------
shall  be the officers of the Surviving Corpora-tion, until the earlier of their
resignation  or  removal or until their respective successors are duly appointed
and  qualified,  as  the  case  may  be.

          1.8     Tax-Free  Reorganization.  The  parties intend that the Merger
                  ------------------------
shall  be treated as a tax-free exchange pursuant to Section 351 of the Internal
Revenue  Code  of 1986, as amended (the "Code").  No party shall take any action
or  fail  to  take  any  action that would adversely affect the treatment of the
Merger  as  a  tax-free  exchange.

                                   ARTICLE II

                        CONVERSION OF SHARES AND WARRANTS
2.1     Exchange and Cancellation of Zzyz Common Stock, Zzyz Preferred Stock and
     Zzyz  Warrant;  Certificate  of Designation of the Company Preferred Stock.

          (a)     All  1,000  issued  and  outstanding shares of the Zzyz Common
Stock  (the  "Zzyz  Common  Stock  Shares") outstanding immediately prior to the
Effective  Time  shall,  by virtue of the Merger, be exchanged, on a one for one
basis, in accordance with Schedule 2.1 hereof, for 1,000 duly issued, fully paid
and  nonassessable, shares of the Company Common Stock (the Company Common Stock
Shares"),  whereupon  the  Zzyz  Common  Stock  Shares  shall  be  cancelled.

          (b)     All  750  issued  and outstanding shares of the Zzyz Preferred
stock  (the  "Zzyz Preferred Stock Shares") outstanding immediately prior to the
Effective  Time  shall,  by virtue of the Merger, be exchanged, on a one for one
basis,  in  accordance with Schedule 2.1 hereof, for 750 duly issued, fully paid
and  nonassessable shares of the Company Preferred Stock (the "Company Preferred
Stock  Shares"),  whereupon  the Zzyz Preferred Stock Shares shall be cancelled.

          (c)     the Zzyz Warrant outstanding immediately prior to the
Effective Time shall, by virtue of the Merger, be exchanged for the Company
Warrant annexed hereto and made a part hereof as EXHIBIT 2.1(C), whereupon the
                                                 --------------
Zzyz Warrant shall be cancelled.

          (d)     At the Effective Time, the Company shall file with the
Secretary of State of the State of Nevada the Certificate of Designation of the
Rights and Preferences of the Series B 2% Convertible Preferred Stock of the
Company, annexed hereto and made a part hereof as EXHIBIT 2.1(D) (the
                                                  --------------
"Certificate of Designation").

          2.2     Escrow  Materials.  (a)  At  the  Closing,  the  Company shall
                  -----------------
deposit into escrow with Kaplan Gottbetter & Levenson, LLP, as escrow agent (the
"Escrow Agent") the following, which are hereinafter collectively referred to as
the  "Escrow  Materials,"  (i) the Company Common Stock Shares, (ii) the Company
Preferred  Stock  Shares,  (iii)  the  Company  Warrant,  (iv)  certificates
representing  30,000,000  shares  of  duly  issued Company Common Stock, without
restriction and freely tradable upon resale pursuant to Rule 504 of Regulation D
of  the  Securities Act (the "Company Escrow Shares"), in share denominations of
ten thousand (10,000) shares, registered in the name of the Purchaser and/or its
assigns;  3,000,000  of which shares shall be held in escrow with respect to the
Company  Warrant  (the "Company Warrant Shares") and the remainder for shares of
the  Company  Common  Stock,  into  which the Company Preferred Stock Shares are
convertible  in accordance with the terms of the Certificate of Designation (the
"Company  Underlying Shares"),  and (v) a power of attorney  with respect to the
Company  Common  Stock  Shares,  the Company Preferred Stock Shares, the Company
Warrant  and  the  Company  Escrow  Shares,  in  the  form annexed to the Escrow
Agreement  (as defined below) as Appendix I.  The Escrow Materials shall be held
in escrow in accordance with the escrow agreement annexed hereto and made a part
hereof  as  EXHIBIT 2.2(A) (the "Escrow Agreement").  The Escrow Materials shall
            --------------
be  released from escrow only in accordance with this Section 2.2 and the Escrow
Agreement.  At  the  Closing, the Company shall also deliver a certified copy of
the  Certificate  of  Designation  to  the  Escrow  Agent.

          (b)     Upon  conversion  of the Company Preferred Stock Shares by the
holder  or  holders  thereof, in accordance with the terms of the Certificate of
Designation,  and  the  exercise of the Company Warrant by the holder or holders
thereof,  in  accordance with the terms of the Company Warrant, the Escrow Agent
shall  release  the  Company Underlying Shares and the Company Warrant Shares to
such holder or holders in accordance with the Conversion and Exercise Procedures
annexed  hereto  as  EXHIBIT  2.2(B).
                     ---------------

          2.3     Rule  504 Securities.  The Zzyz Preferred Stock Shares and the
                  --------------------
Zzyz Warrant (which includes the Escrow Shares for the Underlying Shares and the
Warrant  Shares)  were  sold  in accordance with Rule 504 of Regulation D of the
Securities  Act  of  1933, as amended (the "Securities Act"), and Article 51 and
related  regulations  of  the Colorado Securities Act, to an accredited investor
residing  in  the  State  of  Colorado.  Accordingly,  pursuant to Rule 504, the
applicable  Colorado  statutes,  and  Section 3(a)(9) of the Securities Act, the
Zzyz  Preferred  Stock  Shares  and  the  Zzyz Warrant (which include the Escrow
Shares  for  the  Underlying Shares and the Warrant Shares) and subsequently the
Company  Preferred  Stock  Shares  and  the  Company Warrant (which includes the
Company  Escrow Shares for the Company Underlying Shares and the Company Warrant
Shares)  shall  be  issued without restriction and shall be freely tradable upon
resale  in  accordance  with  Rule  504.

                                   ARTICLE III

                                     CLOSING
     Subject  to  satisfaction  of  the  conditions to closing set forth in this
Agreement  and  unless this Agreement is otherwise terminated in accordance with
the  provisions contained herein, the closing of the Merger and the Contemplated
Transactions  (the  "Closing")  shall  take  place  at  the  offices  of  Kaplan
Gottbetter  & Levenson, LLP, 630 Third Avenue, New York, New York as promptly as
practicable  after  satisfaction  of the conditions set forth in this Agreement,
which in no event shall be more than five business days after the Effective Date
(the  "Closing  Date").

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
          4.1     Representations  and  Warranties  of the Company.  The Company
                  ------------------------------------------------
represents  and  warrants  to  Zzyz  as  follows:

          (a)     Organization  and Good Standing.  The Company is a corporation
                  -------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State of Nevada, with full corporate power and authority to conduct its business
as  it  is  now being conducted, to own or use the properties and assets that it
owns or uses, and to perform all its obligations under the Applicable Contracts.
The  Company is duly qualified to do business as a foreign corporation and is in
good standing under the laws of each state or other jurisdiction in which either
the ownership or use of the properties owned or used by it, or the nature of the
activities  conducted  by  it,  requires  such  qualification.

          (b)     Authority; No Conflict.
                  ----------------------

          i.     This  Agreement  and  any  agreement  executed  in  connection
herewith  constitute  the  legal,  valid and binding obligations of the Company,
enforceable  against the Company in accordance with their respective terms.  The
Company  has  the absolute and unrestricted right, power, authority and capacity
to  execute  and deliver this Agreement and any agreement executed in connection
herewith  and  to  perform  its  obligations  hereunder  and  thereunder.

          ii.     Except  as set forth in Schedule 4.1(b), neither the execution
and delivery of this Agreement nor the consummation or performance of any of the
Contemplated  Transactions  will, directly or indirectly (with or without notice
or  lapse  of  time):

                    a.     contravene, conflict with or result in a violation of
(x)  any  provision  of  the  Organizational Documents of the Company or (y) any
resolution adopted by the board of directors or the shareholders of the Company;

                    b.     contravene,  conflict  with  or result in a violation
of,  or give any governmental body or other Person the right to challenge any of
the  Contemplated  Transactions  or  to exercise any remedy or obtain any relief
under,  any  Legal  Requirement  or any Order to which the Company or any of the
assets  owned  or  used  by  the  Company  may  be  subject;

                    c.     contravene, conflict with or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise  any  remedy under, or to accelerate the maturity or performance of, or
to  cancel,  terminate  or  modify,  any  Applicable  Contract;

                    d.     result  in the imposition or creation of any material
encumbrance  upon  or  with  respect  to  any of the assets owned or used by the
Company;

                    e.     cause  the Company to become subject to, or to become
liable  for  the  payment  of,  any  tax;  or

                    f.     cause  any  of  the assets owned by the Company to be
reassessed  or  revalued  by  any  taxing  authority or other governmental body,
except in connection with the transfer of real estate pursuant to this Agreement
or  the  Contemplated  Transactions.

          (c)     Capitalization.  The  entire  authorized Company Capital Stock
                  --------------
consists  of  100,000,000  shares  of  Company  Common Stock, of which 4,400,062
shares  are  issued  and  outstanding and 50,000,000 shares of Company Preferred
Stock,  of  which  750,000 shares of Series A Voting Convertible Preferred Stock
are issued and outstanding.  There are no other outstanding equity securities of
the  Company.  No legend or other reference to any purported encumbrance appears
upon  any  certificate  representing  the  Company  Capital  Stock  other than a
standard Securities Act legend.  All of the issued and outstanding shares of the
Company Capital Stock have been duly authorized and validly issued and are fully
paid and non-assessable.  Except for this Agreement and as disclosed in Schedule
4.1(c),  there are no outstanding options, warrants, script, rights to subscribe
to,  registration  rights,  calls  or  commitments  of  any character whatsoever
relating  to,  or,  securities,  rights  or  obligations  convertible  into  or
exchangeable  for,  or  giving any Person any right to subscribe for or acquire,
any  shares  of Company Common Stock, or contracts, commitments, understandings,
or arrangements by which the Company or any Subsidiary is or may become bound to
issue  additional  shares  of  the Company Common Stock, or securities or rights
convertible  or  exchangeable  into shares of the Company Common Stock.  None of
the outstanding Company Capital Stock were issued in violation of the Securities
Act  or  any  other  legal  requirement.

          (d)     Financial  Statements.  The  Company  has  delivered to Zzyz a
                  ---------------------
copy  of  its  Form  10-KSB Annual Report for the fiscal year ended December 31,
2001  filed  with  the  SEC (the "Company's Form 10-KSB Report").  The financial
statements  contained  in  the  Company  Form  10-KSB Report are in all material
respects  in  accordance with the books and records of the Company and have been
prepared  in  accordance  with GAAP applied on a consistent basis throughout the
periods  indicated,  all  as  more  particularly  set forth in the notes to such
statements.  The  consolidated  balance  sheets  (the  "Company Balance Sheets")
present  fairly  as  of  their dates the consolidated financial condition of the
Company and its subsidiaries.  Except as and to the extent reflected or reserved
against in the Company Balance Sheets (including the notes thereto), the Company
did  not  have,  as  of the date of any such Company Balance Sheet, any material
liabilities  or  obligations  (absolute  or  contingent) of a nature customarily
reflected  in a balance sheet or the notes thereto.  The Consolidated Statements
of  Operations,  Consolidated  Statements of Shareholders' Equity and changes in
Consolidated  Statements  of Cash Flows present fairly the results of operations
and  changes  in  financial position of the Company and its subsidiaries for the
periods  indicated.

          (e)     SEC  Filings.  The Company has delivered to Zzyz a copy of the
                  ------------
Company's  Form  10-KSB  Report  for  the  year  ended December 31, 2001.  Since
December 31, 2001, the Company has timely filed all reports required to be filed
with  the  SEC  under  the rules and regulations of the SEC and all such reports
have  complied in all material respects, as of their respective filing dates and
effective dates, as the case may be, with all the applicable requirements of the
Securities  Exchange  Act  of 1934, as amended.  As of the respective filing and
effective  dates,  none  of  such  reports  (including  without  limitation, the
Company's  Form 10-KSB Report) contained any untrue statement of a material fact
or  omitted  to state a material fact required to be stated therein or necessary
in  order  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.

          (f)     Absence  of  Material  Adverse  Change.  Since the date of the
                  --------------------------------------
Company  Balance Sheets, there have been no events, changes or occurrences which
have  had  or are reasonably likely to have, individually or in the aggregate, a
material  adverse  effect  on  the  Company's  business  or financial condition.

          (g)     Issuance  of  Company Securities.  The Company Preferred Stock
                  --------------------------------
Shares,  the Company Warrant, the Company Underlying Shares, the Company Warrant
Shares  and  the  Company  Escrow  Shares,  when  issued in accordance with this
Agreement,  shall  be  duly  authorized,  validly  issued,  fully-paid  and
nonassessable.  The  Company  has  and  at all times while the Company Preferred
Stock  Shares  and the Company Warrant are outstanding will continue to maintain
an  adequate  reserve  of  shares  of  the  Company Common Stock to enable it to
perform its obligations under this Agreement, the Certificate of Designation and
the Company Warrant.  Except as set forth in Schedule 4.1(g) hereto, there is no
equity  or  equity equivalent security outstanding that is substantially similar
to  the Company Preferred Stock Shares, including any security having a floating
conversion  price  substantially  similar to the Shares; provided, however, that
                                                         --------  -------
nothing contained in this Section 4.1(g) shall be deemed to permit any equity or
                                       -
equity  equivalent  security of the Company to provide for a floating conversion
price,  other  than  any  security  issued  or  that may be issued to HEM Mutual
Assurance  LLC  or  any  of  its  Affiliates  or  assigns.

          (h)     Undisclosed  Liabilities  Neither  the  Company nor any of its
                  ------------------------
subsidiaries has any obligations or liabilities (contingent or otherwise) except
obligations  and  liabilities  (i) that are fully accrued or provided for in all
material  respects  in  the  Company  Balance Sheets in accordance with GAAP, or
disclosed  in  the  notes  therein  in  accordance  with  GAAP or (ii) that were
incurred  after the date of the Company Balance Sheets in the Ordinary Course of
Business  (none  of  which  results  from,  arises out of, relates to, is in the
nature  of,  or  was caused by any breach of contract, breach of warranty, tort,
infringement,  or  violation of law) or that would not reasonably be expected to
have  a  material  adverse  effect on the business or financial condition of the
Company.

          (i)     Taxes.
                  -----

               i.     The  Company  has  filed or caused to be filed on a timely
basis  all  tax  returns that are or were required to be filed by it pursuant to
applicable  Legal Requirements.  The Company has paid, or made provision for the
payment  of,  all  taxes  that have or may have become due pursuant to those tax
returns  or  otherwise,  or  pursuant to any assessment received by the Company,
except  such  taxes,  if  any,  as  are  listed in Schedule 4.1(i) and are being
contested  in good faith as to which adequate reserves have been provided in the
Company  Balance  Sheets.

          ii.          All  tax  returns  filed by the Company are true, correct
and  complete  in  all  material  respects.

          (j)     Employee  Benefits.  The Company does not sponsor or otherwise
                  ------------------
maintain  a  "pension  plan"  within the meaning of Section 3(2) of ERISA or any
other  retirement plan other than the Company Profit Sharing and 401(k) Plan and
Trust  that  is  intended  to  qualify under Section 401 of the Code, nor do any
unfunded  liabilities  exist  with respect to any employee benefit plan, past or
present.  No  employee benefit plan, any trust created thereunder or any trustee
or  administrator  thereof has engaged in a "prohibited transaction," as defined
in  Section  4975  of  the Code, which may have a material adverse effect on the
condition,  financial  or  otherwise,  of  the  Company.

          (k)     Governmental Authorizations.  The Company has all permits that
                  ---------------------------
are  or  will  be  legally  required to enable it to conduct its business in all
material  respects  as  now  conducted.

          (l)     Legal Proceedings; Orders.
                  -------------------------

               i.     Except  as  set  forth  in  Schedule  4.1(l),  there is no
material  pending  Proceeding:

                    a.     that  has been commenced by or against the Company or
that  otherwise  relates  to or may affect the business of, or any of the assets
owned  or  used  by,  the  Company;  or

                    b.     that  challenges,  or  that  may  have  the effect of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated  Transaction.

               ii.     Except  as  set  forth  in  Schedule  4.1(l):

                    a.     there  is  no material Order to which the Company, or
any  of  the  assets  owned  or  used  by  the  Company,  is  subject;  and

                    b.     no  officer,  director,  agent,  or  employee  of the
Company  is  subject  to any material Order that prohibits such offer, director,
agent  or  employee  from  engaging  in  or  continuing any conduct, activity or
practice  relating  to  the  business  of  the  Company.

          (m)     Absence of Certain Changes and Events.  Except as set forth in
                  -------------------------------------
Schedule  4.1(m),  since the date of the Company Balance Sheets, the Company has
conducted  its  business  only in the Ordinary Course of Business, there has not
been  any  material  adverse effect on the Company's business or operations, and
there  has  not  been  any:

               i.     change  in  the authorized or issued Company Capital Stock
of the Company; grant of any stock option or right to purchase shares of capital
stock  of  the  Company;  issuance of any security convertible into such capital
stock;  grant  of  any registration rights; purchase, redemption, retirement, or
other acquisition or payment of any dividend or other distribution or payment in
respect  of  shares  of  capital  stock;

               ii.          amendment  to  the  Organizational  Documents of the
Company;

               iii.     damage  to  or  destruction  or  loss  of  any  asset or
property  of  the  Company,  whether or not covered by insurance, materially and
adversely  affecting  the  properties, assets, business, financial condition, or
prospects  of  the  Company,  taken  as  a  whole;

               iv.     receipt  of  notice that any of its substantial customers
has terminated or intends to terminate its relationship, which termination would
have  a  material  adverse  effect  on  its  financial  condition,  results  or
operations,  business  assets  or  properties;

               v.     entry  into  any  transaction  other  than in the Ordinary
Course  of  Business;

               vi.     entry  into, termination of, or receipt of written notice
of  termination  of  any  material  (i)  license, distributorship, dealer, sales
representative, joint venture, credit, or similar agreement, or (ii) contract or
transaction;

               vii.     sale  (other  than  sales  of  inventory in the Ordinary
Course of Business), lease, or other disposition of any asset or property of the
Company  or  mortgage, pledge, or imposition of any lien or other encumbrance on
any  material  asset  or  property  of  the  Company;

               viii.     cancellation  or  waiver of any claims or rights with a
value  to  the  Company  in  excess  of  $10,000;

               ix.     material  change  in  the  accounting methods used by the
Company;  or

               x.     agreement,  whether  oral or written, by the Company to do
any  of  the  foregoing.

          (n)     No  Defaults.  The  Company  is,  and  at  all times since the
                  ------------
Company Balance Sheets date has been, in material compliance with all applicable
terms  and  requirements of each contract under which the Company has or had any
obligation  or  liability  or by which the Company or any of the assets owned or
used  by  the  Company  is  or  was  bound.

          (o)     Certain  Payments.  Since  the  date  of  the  Company Balance
                  -----------------
Sheets,  neither the Company nor any director, officer, agent or employee of the
Company  has  directly  or  indirectly  (a)  made any contribution, gift, bribe,
rebate,  payoff,  influence  payment,  kickback  or other payment to any Person,
private  or  public,  regardless of form, whether in money, property or services
(i)  to  obtain  favorable  treatment  in  securing  business,  (ii)  to pay for
favorable treatment for business secured, (iii) to obtain special concessions or
for  special  concessions  already obtained, for or in respect of the Company or
(iv) in violation of any Legal Requirement, or (b) established or maintained any
fund  or  asset  that  has  not  been  recorded  in the books and records of the
Company.

          (p)     Brokers  or  Finders.  The  Company  has  not  incurred  any
                  --------------------
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or  agents'  commissions  or  other  similar  payment  in  connection  with this
Agreement.

     4.2     Representations  and  Warranties  of  Zzyz.  Zzyz  represents  and
             ------------------------------------------
warrants  to  the  Company  as  follows:

          (a)     Organization and Good Standing.  Zzyz is a corporation duly
                  ------------------------------
organized, validly existing and in good standing under the laws of the State of
Wyoming with full power and authority to conduct its businesses as it is now
being conducted, to own or use the properties and assets that it owns or uses,
and to perform all of its obligations under this Agreement and the Applicable
Contracts.  Zzyz was formed to engage in the business of ranching and boarding
horses, but to date has not engaged in any significant business operations.

          (b)     Authority; No Conflict.
                  ----------------------

               i.     This  Agreement  constitutes  the legal, valid and binding
obligation of Zzyz, enforceable against Zzyz in accordance with its terms.  Upon
the  execution  and  delivery  by  Zzyz  of  this  Agreement, the Agreement will
constitute  the legal, valid and binding obligation of Zzyz, enforceable against
Zzyz  in  accordance  with  its  terms.  Zzyz  has the absolute and unrestricted
right,  power and authority to execute and deliver this Agreement and to perform
its  obligations  hereunder.

               ii.     Neither  the  execution and delivery of this Agreement by
Zzyz  nor  the  consummation or performance of any obligations contained in this
Agreement by Zzyz will give any Person the right to prevent, delay, or otherwise
interfere  with  this  Agreement  and  any  of  the  Contemplated  Transactions.

               iii.     Zzyz  is  not  required  to  obtain any consent from any
Person  in  connection  with the execution and delivery of this Agreement or the
consummation  or  performance  of  any  of  the  Contemplated  Transactions.

          (c)     Capitalization.  The  number  of  shares of capital stock that
                  --------------
Zzyz  is authorized to issue is unlimited and its issued and outstanding capital
stock  consists  of  1,000  shares  of  Common Stock and 750 shares of Preferred
Stock. With the exception of the Zzyz Common Stock Shares and the Zzyz Preferred
Stock  Shares,  there are no other outstanding equity securities of the Company.
No  legend  or  other  reference  to  any purported encumbrance appears upon any
certificate  representing  the  Zzyz  Common  Stock Shares or the Zzyz Preferred
Stock  Shares.  The Zzyz Common Stock Shares and the Zzyz Preferred Stock Shares
have  been  duly  authorized  and  validly  issued  and  are  fully  paid  and
non-assessable.  Except  as set forth in the Purchase Agreement and for the Zzyz
Warrant, there are no outstanding options, warrants, script, rights to subscribe
to,  registration  rights,  calls  or  commitments  of  any character whatsoever
relating  to,  or,  securities,  rights  or  obligations  convertible  into  or
exchangeable  for,  or  giving any Person any right to subscribe for or acquire,
any  shares  of Zzyz Common Stock, or contracts, commitments, understandings, or
arrangements  by which Zzyz is or may become bound to issue additional shares of
Zzyz  Common  Stock,  or  securities  or rights convertible or exchangeable into
shares  of  Zzyz Common Stock.  None of the outstanding Zzyz Common Stock Shares
or  the  Zzyz  Preferred Stock Shares were issued in violation of the Securities
Act  or  any other legal requirement.  Zzyz does not own, and has no contract to
acquire,  any  equity securities or other securities of any Person or any direct
or  indirect  equity  or  ownership  interest  in  any  other  business.

          (d)     Financial  Statements.  Zzyz  has  delivered  to the Company a
                  ---------------------
balance  sheet  of  Zzyz  as  at June 30, 2002 (the "Zzyz Balance Sheet"), and a
profit  and  loss  statement for the six month period ended June 30, 2002.  Such
financial  statements  fairly present the financial condition and the results of
operations of Zzyz as at the respective dates of and for the periods referred to
in  such  financial  statements.

          (e)     Absence  of  Material  Adverse  Change.  Since the date of the
                  --------------------------------------
most  recent Zzyz Balance Sheet provided under Section 4.2(d) hereof, there have
been  no  events, changes or occurrences which have had or are reasonably likely
to  have,  individually  or  in  the aggregate, a material adverse effect on the
Company.

          (f)     Books  and Records.  The books of account, minute books, stock
                  ------------------
record  books,  and other records of Zzyz, all of which have been made available
to  the Company, are complete and correct and have been maintained in accordance
with  sound  business practices, including the maintenance of an adequate system
of  internal  controls.  The  minute books of Zzyz contain accurate and complete
records  of  all  meetings  held  of,  and  corporate  action  taken  by,  the
shareholders,  the  Board  of  Directors,  and  any  committees  of the Board of
Directors  of  Zzyz.

          (g)     No Undisclosed Liabilities.  There are no material liabilities
                  --------------------------
of  Zzyz  other  than:

               i.     Liabilities set forth on, reserved against or reflected in
the  Zzyz  Balance  Sheet  and  notes  thereto;

               ii.     Liabilities  disclosed  in  this  Agreement, the Exhibits
attached  hereto, and in Schedule 4.2(g) or lists furnished pursuant hereto (and
for  this  purpose,  the  disclosure  of  facts,  circumstances,  situations and
conditions  in  the  Schedules  shall  be deemed disclosure of liabilities which
arise  from  such  facts, circumstances, situations and conditions regardless of
whether,  when  or  in  what  form such liabilities may arise in the future); or

               iii.     Liabilities  incurred in the Ordinary Course of Business
since  the  Zzyz Balance Sheet date, none of which had a material adverse effect
on  the business, financial condition or results of operations of Zzyz, and none
of which is required to be recorded under GAAP in respect of any period prior to
the Zzyz Balance Sheet date, and none of which is in respect of a material claim
for  damages,  fines  or  other  legal  relief.

          (h)     Title  to  Properties;  Encumbrances.  Zzyz  has  good  and
                  ------------------------------------
marketable  title to all the properties, interest in such properties and assets,
real  and  personal,  reflected  in the Zzyz Balance Sheet or acquired after the
date  of  such  balance  sheet  (except properties, interests and assets sold or
otherwise disposed of since such date, in the Ordinary Course of Business), free
and  clear  of all mortgages, liens, pledges, charges or encumbrances except (i)
mortgages and other encumbrances referred to in the notes to such balance sheet,
(ii)  liens  for  current  taxes  not  yet  due  and  payable  and  (iii)  such
imperfections  of  title  and  easements  as  do  not materially detract from or
interfere  with  the  present  use of the properties subject thereto or affected
thereby,  or  otherwise  materially  impair  present business operations at such
properties.

          (i)     Legal Proceedings; Orders.
                  -------------------------

               i.     Except  as  set  forth  in  Schedule  4.2(i),  there is no
material  pending  Proceeding:

                    a.     that  has  been  commenced by or against Zzyz or that
otherwise  relates  to or may affect the business of, or any of the assets owned
or  used  by,  Zzyz;  or

                    b.     that  challenges,  or  that  may  have  the effect of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated  Transaction.

               ii.     Except  as  set  forth  in  Schedule  4.2(i):

                    a.     there  is  no material Order to which Zzyz, or any of
the  assets  owned  or  used  by  Zzyz,  is  subject;  and

                    b.     no  officer,  director, agent, or employee of Zzyz is
subject  to  any  material  Order  that prohibits such offer, director, agent or
employee  from  engaging  in  or  continuing  any  conduct, activity or practice
relating  to  the  business  of  Zzyz.

          (j)     Brokers  or  Finders.  Zzyz  has  incurred  no  liability,
                  --------------------
contingent  or  otherwise, for brokerage or finders' fees or agents' commissions
or  other  similar  payment  in  connection  with  this  Agreement.

                                    ARTICLE V

                                    COVENANTS
          5.1     Covenants  of  the  Company.
                  ---------------------------

          (a)     Conduct  of  Business.  Prior to and through the Closing Date,
                  ---------------------
the  Company  shall:

               i.     conduct  its  business  only  in  the  Ordinary  Course of
Business;

               ii.     use  its  commercially  reasonable  efforts  to  preserve
intact  the  current  business  organization  of the Company, keep available the
services  of  the  current  officers,  employees  and agents of the Company, and
maintain  the  relations  and  good  will  with suppliers, customers, landlords,
creditors,  employees,  agents and others having business relationships with the
Company;

               iii.     not pay, incur or declare any dividends or distributions
with  respect  to  its shareholders or amend its Certificate of Incorporation or
By-Laws,  without  the  prior  written  consent  of  the  Zzyz  Preferred  Stock
shareholder;

               iv.     not authorize, issue, sell, purchase or redeem any shares
of  its  capital  stock  or  any  options  or other rights to acquire ownerships
interests  without  the  prior  written  consent  of  the  Zzyz  Preferred Stock
shareholder;

               v.     not incur any indebtedness for money borrowed or issue and
debt  securities,  or incur or suffer to be incurred any liability or obligation
of  any  nature whatsoever, or cause or permit any lien, encumbrance or security
interest  to  be  created  or arise on or in respect of any of its properties or
assets;

               vi.     not  make  any  investment  of a capital nature either by
purchased  stock  or  securities,  contribution to capital, property transfer or
otherwise,  or  by  the  purchase of any property or assets of any other Person;

               vii.     not do any other act which would cause representation or
warranty of the Company in this Agreement to be or become untrue in any material
respect  or  that is not in the ordinary course of business consistent with past
practice;

               viii.     report  periodically  to  the  Zzyz  Preferred  Stock
shareholder concerning the status of the business and operations of the Company;
and

               ix.     confer  with  the  Zzyz  Preferred  Stock  shareholder
concerning  operational  matters  of  a  material  nature.

          (b)     Proposals;  Other Offers.  Commencing on the date of execution
                  ------------------------
of  this  Agreement through the Closing Date, the Company shall not, directly or
indirectly  (whether  through  an  employee,  a  representative,  an  agent  or
otherwise)  solicit  or  encourage  any  inquiries  or  proposals,  engage  in
negotiations  for  or  consent  to or enter into any agreement providing for the
acquisition  of  its  business.  The  Company  shall not, directly or indirectly
(whether  through an employee, a representative, an agent or otherwise) disclose
any nonpublic information relating to the Company or afford access to any of the
books,  records  or other properties of the Company to any person or entity that
is  considering,  has  considered  or  is making any such acquisition inquiry or
proposal  relating  to  the  Company's  business.

          (c)     Further  Assurances.  Prior  to  the  Closing  Date,  with the
                  -------------------
cooperation  of  Zzyz  where  appropriate,  the  Company  shall use commercially
reasonable  efforts  to:

               i.     promptly  comply  with  all  filing  requirements  which
federal,  state  or  local  law  may  impose  on the Company with respect to the
Contemplated  Transactions  by  this  Agreement;  and

               ii.     take  all  actions necessary to be taken, make any filing
and  obtain  any  consent,  authorization  or  approval  of  or exemption by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation, any landlord or lessor of the Company and any party to whom
notification  is  required  to  be delivered or from whom any form of consent is
required) which is required to be filed or obtained by the Company in connection
with  the  Contemplated  Transactions  by  this  Agreement.

          (d)     Access to Additional Agreements and Information.  Prior to the
                  -----------------------------------------------
Closing  Date,  the  Company  shall  make  available  to  Zzyz  (as  well as its
shareholders,  counsel,  accountants  and  other  representatives)  any  and all
agreements,  contracts,  documents,  other instruments and personnel material to
the  Company's  business, including without limitation, those contracts to which
the  Company  is a party and those by which its business or any of the Company's
assets  are  bound.

          5.2     Covenants  of  Zzyz.
                  -------------------

          (a)     Third  Party  Consents.  Zzyz shall use all reasonable efforts
                  ----------------------
to  obtain  any  consent,  authorization  or  approval  of, or exemption by, any
governmental authority or agency or other third party required to be obtained or
made  by  it  in  connection  with  this  Agreement  or  the consummation of the
Contemplated  Transactions.

          (b)     Further  Assurances.  Prior  to  the  Closing  Date,  with the
                  -------------------
cooperation  of  the  Company  where  appropriate,  Zzyz  shall:

               i.     promptly  comply  with  all  filing  requirements  which
federal,  state or local law may impose on Zzyz with respect to the Contemplated
Transactions  by  this  Agreement;  and

               ii.     take  all  actions necessary to be taken, make any filing
and  obtain  any  consent,  authorization  or  approval  of  or exemption by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation, any landlord or lessor of the Company and any party to whom
notification  is  required  to  be delivered or from whom any form of consent is
required)  which  is required to be filed or obtained by Zzyz in connection with
the  Contemplated  Transactions  by  this  Agreement.

          (c)     Actions  by Zzyz.  Zzyz shall take no action or enter into any
                  ----------------
agreements  or  arrangements  except  as  may  be  required  by  this Agreement.

          (d)     No  Change  in Capital Stock.  Prior to the Effective Time, no
                  ----------------------------
change  will  be  made in the authorized, issued or outstanding capital stock of
Zzyz,  and  no  subscriptions,  options, rights, warrants, calls, commitments or
agreements  relating  to  the authorized, issued or outstanding capital stock of
Zzyz  will  be  entered into, issued, granted or created, except in the Ordinary
Course  of  Business  or  with  the  prior  written  approval  of  the  Company.

          5.3     Governmental Filings and Consents.  The Company and Zzyz shall
                  ---------------------------------
cooperate  with  one  another  in  filing any necessary applications, reports or
other documents with any federal or state agencies, authorities or bodies having
jurisdiction  with  respect  to  the  business  of  the  Company  or the by this
Agreement  and  in  seeking  any  necessary  approval,  consultation  or  prompt
favorable  action  of,  with  or by any of such agencies, authorities or bodies.

          5.4     Publicity.  Any  public announcement or press release relating
                  ---------
to  this Agreement or the Contemplated Transactions must be approved by the Zzyz
Preferred  Stock  shareholder,  in  writing  before being made or released.  The
Company shall have the right to issue a press release without the Zzyz Preferred
Stock  shareholder's written approval if in the opinion of the Company's counsel
such  a  release  is necessary to comply with SEC Rules and Regulations provided
                                                                        --------
that,  the  Zzyz  Preferred  Stock  shareholder receives a copy of such prepared
  --
press  release  for  purposes  of  review at least 24 hours before it is issued.
  --
This  24 hour period may be shortened if in the opinion of the Company's counsel
  -
it  is  required  by  law,  provided  that, the Zzyz Preferred Stock shareholder
                            --------  ----
receives  a  copy  of  such release as long as reasonably practical before it is
issued.

          5.5     Tax  Returns.  The  current officers of the Company shall have
                  ------------
the  right  to prepare any tax returns of the Company with respect to any period
that  ends on or before the Closing Date, which tax returns shall be prepared in
a  manner  consistent  with prior tax returns.  Such tax returns shall be timely
filed  by  the Company.  Zzyz and the Company shall cooperate with said officers
in  the  preparation of such tax returns.  The Company may not amend any Company
tax  return  relating  to a period through or including the Closing Date without
the  prior  written  consent of the Zzyz Preferred Stock shareholder immediately
prior  to  the  Closing  Date.

                                   ARTICLE VI

                                   CONDITIONS

          6.1     Conditions  to Obligations of Zzyz.  The obligation of Zzyz to
                  ----------------------------------
consummate  the  Contemplated Transactions is subject to the fulfillment of each
of  the  following  conditions:

          (a)     Copies of Resolutions.  At the Closing, the Company shall have
                  ---------------------
furnished  Zzyz  with  a  certificate  of  its President, in the form of EXHIBIT
                                                                         -------
6.1(A)  annexed  hereto,  certifying  that  attached  thereto  are  copies  of
     -
resolutions  duly  adopted  by the board of directors of the Company authorizing
     -
the  execution,  delivery  and  performance  of  this  Agreement  and  all other
necessary  or  proper  corporate action to enable the Company to comply with the
terms  of  this  Agreement.

          (b)     Opinion  of  Company's  Counsel.  The  Company  shall  have
                  -------------------------------
furnished  to  Zzyz, at the Closing, with an opinion of Weed & Co., LLP, counsel
to  the  Company,  dated  as  of  the Closing Date, substantially in the form of
EXHIBIT  6.1(B)  annexed  hereto.
     ----------

          (c)     Opinion  of  Company's  Counsel.  The  Company  shall  have
                  -------------------------------
furnished  to  Zzyz,  at  the  Closing,  with  an  opinion  of  Hand  &  Hand, a
professional  corporation, counsel to the Company, dated as of the Closing Date,
substantially  in  the  form  of  EXHIBIT  6.1(C)  annexed  hereto.
                                  ---------------

          (d)     Instruction  Letter to Transfer Agent.  The Company shall have
                  -------------------------------------
furnished  to  Zzyz,  at  the  Closing,  with  a  letter from the Company to its
transfer  agent,  to accept the legal opinion set forth in Section 6.1(c), dated
as  of  the  Closing  Date,  substantially in the form of EXHIBIT 6.1(D) annexed
                                                          --------------
hereto.

          (e)     Accuracy  of  Representations  and  Warranties; Performance of
                  --------------------------------------------------------------
Covenants.  Each  of the representations and warranties of the Company set forth
   ------
in  this  Agreement was true, correct and complete in all material respects when
made  and  shall  also be true, correct and complete in all material respects at
and  as of the Closing Date, with the same force and effect as if made at and as
of  the  Closing  Date.  The  Company  shall  have performed and complied in all
material  respects  with all agreements and covenants required by this Agreement
to  be  performed  by  the  Company  at  or  prior  to  the  Closing  Date.

          (f)     Delivery  of Certificate.  The Company shall have delivered to
                  ------------------------
Zzyz  a  certificate,  in  the  form of EXHIBIT 6.1(F) annexed hereto, dated the
                                        --------------
Closing  Date,  and signed by an executive officer of the Company affirming that
the  representations  and  warranties  as  set forth in Section 4.1 were and are
true,  correct  and  complete  as  required  by  Section  6.1(e).

          (g)     Consents  and  Waivers.  At the Closing, any and all necessary
                  ----------------------
consents,  authorizations,  orders or approvals shall have been obtained, except
as  the  same  shall  have  been waived by the Zzyz Preferred Stock shareholder.

          (h)     Litigation.  On  the Closing Date, there shall be no effective
                  ----------
injunction,  writ  or  preliminary  restraining  order  or any order of any kind
whatsoever  with respect to the Company issued by a court or governmental agency
(or  other  governmental  or  regulatory  authority)  of  competent jurisdiction
restraining  or prohibiting the consummation of the Contemplated Transactions or
making  consummation thereof unduly burdensome to Zzyz.  On the Closing Date and
immediately  prior  to  consummation  of  the  Contemplated  Transactions,  no
proceeding  or  lawsuit  shall  have  been  commenced,  be  pending or have been
threatened  by  any  governmental or regulatory agency or authority or any other
Person  with  respect  to  the  Contemplated  Transactions.

          (i)     Delivery  of  Documents  and  Other Information.  Prior to the
                  -----------------------------------------------
Closing  Date, the Company shall have made available or delivered to Zzyz all of
the  agreements,  contracts,  documents  and  other  instruments  required to be
delivered  pursuant  to  the  provisions  of  this  Agreement.

          6.2     Conditions  to Obligations of the Company.  The obligations of
                  -----------------------------------------
the  Company  to  consummate  the  Contemplated  Transactions are subject to the
fulfillment  of  each  of  the  following  conditions:

          (a)     Copies  of  Resolutions.  At  the  Closing,  Zzyz  shall  have
                  -----------------------
furnished  the  Company  with  a  certificate  of  its President, in the form of
EXHIBIT  6.2(A)  annexed  hereto, certifying that attached thereto are copies of
      ---------
resolutions  duly  adopted  by  the  board  of directors of Zzyz authorizing the
execution, delivery and performance of the terms of this Agreement and all other
necessary  or proper corporate action to enable Zzyz to comply with the terms of
this  Agreement.

          (b)     Opinion  of  Zzyz's  Counsel.  Zzyz  shall  have furnished the
                  ----------------------------
Company  at  the  Closing,  with  an  opinion  of  Hand  &  Hand, a professional
corporation, counsel to Zzyz, dated as of the Closing Date, substantially in the
form  of  EXHIBIT  6.2(B)  annexed  hereto.
          ---------------

          (c)     Accuracy  of  Representations  and  Warranties; Performance of
                  --------------------------------------------------------------
Covenants.  Each of the representations and warranties of Zzyz was true, correct
   ------
and  complete in all material respects when made and shall also be true, correct
and  complete  in  all material respects at and as of the Closing Date, with the
same force and effect as if made at and as of the Closing Date.  Zzyz shall have
performed  and  complied  in  all  material  respects  with  all  agreements and
covenants  required by this Agreement to be performed by Zzyz at or prior to the
Closing  Date.

          (d)     Delivery  of  Certificate.  Zzyz  shall  have delivered to the
                  -------------------------
Company  a  certificate, in the form of EXHIBIT 6.2(D) annexed hereto, dated the
                                        --------------
Closing  Date  and  signed  by  an executive officer of Zzyz, affirming that the
representations  and warranties of Zzyz as set forth in Section 4.2 were and are
true,  correct  and  complete  as  required  by  Section  6.2(c).

          (e)     Consents  and  Waivers.  On  or prior to the Closing Date, any
                  ----------------------
and  all necessary consents, authorizations, orders or approvals shall have been
obtained,  except  as  the  same  shall  have  been  waived  by  the  Company.

          (f)     Litigation.  On  the Closing Date, there shall be no effective
                  ----------
injunction,  writ  or  preliminary  restraining  order  or any order of any kind
whatsoever  with  respect  to  Zzyz issued by a court or governmental agency (or
other  governmental  or  regulatory  authority)  of  competent  jurisdiction
restraining  or prohibiting the consummation of the Contemplated Transactions or
making  the  consummation  thereof  unduly  burdensome  to  the Company.  On the
Closing  Date, no proceeding or lawsuit shall have been commenced, threatened or
be pending or by any governmental or regulatory agency or authority or any other
person  with  respect  to  the  Contemplated  Transactions.

          (g)     Delivery  of  Documents  and  Other Information.  Prior to the
                  -----------------------------------------------
Closing  Date, Zzyz shall have made available or delivered to the Company all of
the  agreements,  contracts,  documents  and  other  instruments  required to be
delivered  pursuant  to  the  provisions  of  this  Agreement.

                                   ARTICLE VII

                                   TERMINATION
          7.1     Termination  by  Mutual  Agreement.  This  Agreement  may  be
                  ----------------------------------
terminated  at  any  time by mutual consent of the parties hereto, provided that
such  consent to terminate is manifested in writing and is signed by each of the
parties  hereto.

          7.2     Termination  for  Failure  to  Close.  This Agreement shall be
                  ------------------------------------
automatically  terminated if the Closing shall not have occurred by September 4,
2002.

          7.3     Termination  by  Operation  of  Law.  This  Agreement  may  be
                  -----------------------------------
terminated by any party hereto if there shall be any statute, rule or regulation
that  renders consummation of the Contemplated Transactions illegal or otherwise
prohibited,  or  a  court  of  competent  jurisdiction  or  any  government  (or
governmental  authority)  shall  have  issued an order, decree or ruling, or has
taken  any  other  action  restraining,  enjoining  or otherwise prohibiting the
consummation of such transactions and such order, decree, ruling or other action
shall  have  become  final  and  nonappealable.

          7.4     Termination  for  Failure  to Perform Covenants or Conditions.
                  -------------------------------------------------------------
This  Agreement  may  be  terminated  prior  to  the  Closing  Date:

          (a)     by  Zzyz  if:  (i)  any  of the representations and warranties
made  in this Agreement by the Company shall not be materially true and correct,
when  made or at any time prior to consummation of the Contemplated Transactions
as  if  made  at  and  as  of such time; (ii) any of the conditions set forth in
Section  6.1  hereof  have  not  been  fulfilled  by the Closing Date; (iii) the
Company  shall have failed to observe or perform any of its material obligations
under  this  Agreement;  or  (iv)  as  otherwise  set  forth  herein;  or

          (b)     by  the  Company  if:  (i)  any  of  the  representations  and
warranties of  Zzyz shall not be materially true and correct when made or at any
time prior to consummation of the Contemplated Transactions as if made at and as
of  such  time;  (ii) any of the conditions set forth in Section 6.2 hereof have
not  been fulfilled by the Closing Date; (iii) Zzyz shall have failed to observe
or perform any of their material respective obligations under this Agreement; or
(iv)  as  otherwise  set  forth  herein.

          7.5     Effect  of  Termination or Default; Remedies.  In the event of
                  --------------------------------------------
termination of this Agreement as set forth above, this Agreement shall forthwith
become  void  and  there  shall be no liability on the part of any party hereto,
provided  that  such  party  is  a Non-Defaulting Party (as defined below).  The
foregoing  shall  not  relieve  any  party  from  liability for damages actually
incurred  as  a  result  of such party's breach of any term or provision of this
Agreement.

          7.6     Remedies;  Specific  Performance.  In the event that any party
                  --------------------------------
shall  fail  or  refuse  to  consummate  the Contemplated Transactions or if any
default under or beach of any representation, warranty, covenant or condition of
this  Agreement  on  the  part  of any party (the "Defaulting Party") shall have
occurred  that  results  in  the  failure  to  consummate  the  Contemplated
Transactions,  then  in  addition  to  the  other  remedies provided herein, the
non-defaulting  party (the "Non-Defaulting Party") shall be entitled to seek and
obtain  money  damages from the Defaulting Party, or may seek to obtain an order
of  specific  performance  thereof  against the Defaulting Party from a court of
competent  jurisdiction,  provided  that  the  Non-Defaulting Party seeking such
protection  must  file  its  request with such court within forty-five (45) days
after  it  becomes  aware of the Defaulting Party's failure, refusal, default or
breach.  In  addition, the Non-Defaulting Party shall be entitled to obtain from
the  Defaulting  Party  court  costs  and reasonable attorneys' fees incurred in
connection  with  or  in  pursuit  of enforcing the rights and remedies provided
hereunder.

                                  ARTICLE VIII

                            SURVIVAL; INDEMNIFICATION
          8.1     Survival  of  Representations  and  Warranties of the Company.
                  -------------------------------------------------------------
All  representations  and  warranties of the Company shall survive the execution
and  delivery  of  this Agreement and the Closing hereunder and shall thereafter
continue  in  full  force and effect until the second anniversary of the Closing
Date  and  shall  thereafter  terminate  except to the extent that notice of the
Company's  liability  in  respect  of  any  inaccuracy  in  or  breach  of  any
representation  or  warranty  shall  have  been given on or prior to such second
anniversary.

          8.2     Survival  of  Representations  and  Warranties  of  Zzyz.  All
                  --------------------------------------------------------
representations  and  warranties  of  Zzyz  shall  terminate  upon  the Closing.

          8.3     Obligation of the Company to Indemnify.  The Company agrees to
                  --------------------------------------
indemnify,  defend  and  hold  harmless  Zzyz  (and  its  directors,  officers,
employees,  affiliates, shareholders, agents, attorneys, successors and assigns)
from  and  against  all  losses,  liabilities,  damages,  deficiencies, costs or
expenses  (including  interest,  penalties  and  reasonable  attorneys'  and
consultants'  fees  and  disbursements)  (collectively,  "Losses")  based  upon,
arising  out  of  or  otherwise  in  respect  of  any  (i)  inaccuracy  in  any
representation  or warranty of the Company contained in this Agreement or in the
Schedules  and  Exhibits  hereto  or  (ii)  breach  of any covenant or agreement
contained  in  this  Agreement  or  the  Contemplated  Transactions.

          8.4     Obligation  of  and  Zzyz  to  Indemnify.  Zzyz  agrees  to
                  ----------------------------------------
indemnify,  defend  and  hold harmless the Company (and its directors, officers,
employees,  affiliates, shareholders, agents, attorneys, successors and assigns)
from  and  against any Losses based upon, arising out of or otherwise in respect
of  any  (i)  inaccuracy  in any representation or warranty of Zzyz contained in
this  Agreement  or  (ii)  breach of any covenant or agreement contained in this
Agreement  or  the  Contemplated  Transactions.

          8.5     Notice and Opportunity to Defend.  (a)  Promptly after receipt
                  --------------------------------
by  any  Person  entitled to indemnity under this Agreement (an "Indemnitee") of
notice  of  any  demand,  claim  or circumstances which, with the lapse of time,
would  or  might  give  rise  to  a  claim  or  the  commencement (or threatened
commencement)  of  any  action,  proceeding  or  investigation  (an  "Asserted
Liability")  that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to any other party (or parties) who is or may be obligated
to  provide  indemnification  pursuant  to Section 8.3 or 8.4 (the "Indemnifying
Party").  The  Claims Notice shall describe the Asserted Liability in reasonable
detail  and shall indicate the amount (estimated, if necessary and to the extent
feasible)  of  the  Loss  that  has  been  or may be suffered by the Indemnitee.

          (b)     The  Indemnifying  Party may elect to compromise or defend, at
its  own  expense  and  by  its  own  counsel,  any  Asserted Liability.  If the
Indemnifying  Party  elects  to compromise or defend such Asserted Liability, it
shall  within  30  days after the date the Claims Notice is given (or sooner, if
the  nature  of the Asserted Liability so requires) notify the Indemnitee of its
intent  to  do  so,  and  the  Indemnitee shall cooperate, at the expense of the
Indemnifying  Party,  in  the  compromise  of, or defense against, such Asserted
Liability.  If  the  Indemnifying  Party  elects not to compromise or defend the
Asserted  Liability,  fails  to  notify the Indemnitee of its election as herein
provided  or  contests  its  obligation  to  indemnify under this Agreement, the
Indemnitee  may  pay,  compromise  or  defend  such  Asserted  Liability and all
reasonable expenses incurred by the Indemnitee in defending or compromising such
Asserted  Liability, all amounts required to be paid in connection with any such
Asserted  Liability  pursuant to the determination of any court, governmental or
regulatory  body  or  arbitrator,  and amounts required to be paid in connection
with any compromise or settlement consented to by the Indemnitee, shall be borne
by  the  Indemnifying  Party.  Except  as  otherwise provided in the immediately
preceding sentence, neither the Indemnifying Party nor the Indemnitee may settle
or compromise any claim over the objection of the other, provided, however, that
consent  to settlement or compromise shall not be unreasonably withheld.  In any
event,  the  Indemnitee and the Indemnifying Party may participate, at their own
expense,  in  the defense of such Asserted Liability.  If the Indemnifying Party
chooses  to  defend  any  claim,  the  Indemnitee  shall  make  available to the
Indemnifying Party any books, records or other documents within its control that
are  necessary  or  appropriate  for  such  defense.

                                   ARTICLE IX

                                   DEFINITIONS
     The  following  terms,  which are capitalized in this Agreement, shall have
the  meanings  set  forth  below  for  the  purpose  of  this  Agreement.

     "Applicable Contract" means any Contract (a) under which the Company has or
      -------------------
may acquire any rights, (b) under which the Company has or may become subject to
any  obligation  or  liability  or (c) by which the Company or any of the assets
owned  or  used  by  it  is  or  may  become  bound.
"Contemplated  Transactions"  means all of the Contemplated Transactions by this
 --------------------------
Agreement,  including:
(1)     the  Merger;  and
(2)     the  performance  by  the  parties  of  their  respective  covenants and
obligations  under  this  Agreement.
"ERISA"  means  the  Employee  Retirement  Income  Security  Act  of 1974 or any
successor  law,  and  regulations  and  rules issued pursuant to such law or any
successor  law.
"GAAP"  means  generally  accepted  accounting  principles in the United States,
applied  on  a  consistent  basis.
"Knowledge"  means  actual awareness by a Person of a fact or other matter after
all  due inquiry; references to "Company's Knowledge" shall be deemed to include
the  actual  awareness after all due inquiry of each of the directors, executive
officers  and  principal  shareholders  of  the  Company.
"Legal  Requirement"  means  any  federal,  state,  local,  municipal,  foreign,
 ------------------
international,  multinational  or other administrative law, ordinance, principle
of  common  law,  regulation,  statute  or  treaty.
"Order" means any award, decision, injunction, judgment, order, ruling, subpoena
or verdict entered, issued, made or rendered by any court, administrative agency
or  other  governmental  body  or  by  any  arbitrator.
"Ordinary  Course  of  Business"  means  an  action  taken  by  a  Person where:
 ------------------------------
(1)     such  action is consistent with the past practices of such Person and is
taken in the ordinary course of the normal day-to-day operations of such Person;
(2)     such  action  is not required to be authorized by the board of directors
of  such  Person  (or  by  any  Person  or  group  of Persons exercising similar
authority);  and
(3)     such  action  is  similar in nature and magnitude to actions customarily
taken,  without any authorization by the board of directors (or by any Person or
group  of  Persons  exercising similar authority), in the ordinary course of the
normal  day-to-day  operations  of  other  Persons  that are in the same line of
business  as  such  Person.
"Organizational  Documents"  means  the articles or certificate of incorporation
 -------------------------
and  the  by-laws  of  a  corporation  and  any  amendment  thereto.
"Person"  means  any  individual,  corporation  (including  any  non-profit
corporation),  general  or limited partnership, limited liability company, joint
venture,  estate,  trust, association, organization, labor union or other entity
or  governmental  body.
"Proceeding"  means  any  action,  arbitration,  audit,  hearing, investigation,
litigation  or  suit  (whether civil, criminal, administrative, investigative or
informal)  commenced,  brought,  conducted  or  heard by or before, or otherwise
involving,  any  governmental  body  or  arbitrator.
"SEC"  means  the  U.S.  Securities  and  Exchange  Commission.
"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
 ---------------
                                    ARTICLE X

                                  MISCELLANEOUS
          10.1     Fees  and  Expenses.  Except  as  otherwise  provided in this
                   -------------------
Agreement,  each party hereto will bear its own legal, accounting and other fees
and  expenses  incident  to  the  Contemplated  Transactions  herein.

          10.2     Modification,  Amendments and Waiver.  The parties hereto may
                   ------------------------------------
amend,  modify  or  otherwise  waive  any  provision of this Agreement by mutual
consent, provided that such consent and any amendment, modification or waiver is
in  writing  and  is  signed  by  each  of  the  parties  hereto.

          10.3     Assignment.  Neither  the  Company  nor  Zzyz  shall have the
                   ----------
authority  to  assign  its respective rights or obligations under this Agreement
without  the  prior  written  consent  of  the  other  party  hereto.

          10.4     Successors.  This Agreement shall be binding upon and, to the
                   ----------
extent  permitted  in  this Agreement, shall inure to the benefit of the parties
and  their  respective  successors  and  permitted  assigns.

          10.5     Entire Agreement.  This Agreement and the exhibits, lists and
                   ----------------
other  documents  referred  to  herein  contain  the  entire agreement among the
parties  hereto  with respect to the Contemplated Transactions and supersede all
prior  agreements  with  respect  thereto,  whether  written  or  oral.

          10.6     Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  in  accordance with the laws of the State of New York, without giving
effect  to  principles  of  conflicts  or  choice  of  laws  thereof.

          10.7     Notices.  Any  notice, request, instruction or other document
                   -------
to  be  given  hereunder  by  any party hereto shall be in writing and delivered
personally  or  sent by registered or certified mail (return receipt requested),
postage  prepaid,  or  by  recognized  overnight  carrier, addressed as follows:

If to Zzyz:     Zzyzx Zzazx Zzozx, Inc.
24351 Pasto Road, Suite B
Dana Point, California 92629
Phone:   (954) 733-5785
Attn:     Jay Hand
Tel:     (949) 489-2400
Fax:     (949) 489-0034

If to the Company:     National Beauty Corp.
4818 West Commercial Boulevard
Ft. Lauderdale, Florida 33319
Attn:  Edward A. Roth, President
Tel:     (954) 733-5785
Fax:     (954) 345-3847
     with copies to:

Weed & Co., L.L.P.
4695 MacArthur Court, Suite 1430
Newport Beach, California 92660
Attn.:     Richard O. Weed, Esq.
Tel:     (949) 475-9086
Fax:     (949) 475-9087

Kaplan Gottbetter & Levenson, LLP
630 Third Avenue
New York, New York 10017
Attn.:     Adam S. Gottbetter, Esq.
Tel:     (212) 983-6900
Fax:     (212) 983-9210

or  to  such  other  persons or addresses as may be designated in writing by the
party  to  receive  such  notice.  If mailed as aforesaid, the day of mailing or
transmission  shall  be  the  date  any such notice shall be deemed to have been
delivered.

          10.8     Counterparts.  This  Agreement may be executed in two or more
                   ------------
counterparts,  each  of  which  shall  be  an  original,  but all of which shall
constitute  but  one  agreement.

          10.9     Rights  Cumulative.  All  rights,  powers  and  privileges
                   ------------------
conferred  hereunder  upon  the  parties,  unless  otherwise  provided, shall be
cumulative  and  shall  not  be  restricted  to  those given by law.  Failure to
exercise any power given any party hereunder or to insist upon strict compliance
by  any other party shall not constitute a waiver of any party's right to demand
exact  compliance  with  any  of  the  terms  or  provisions  hereof.

          10.10     Severability  of  Provisions.  The  provisions  of  this
                    ----------------------------
Agreement shall be considered severable in the event that any of such provisions
are  held  by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable.  Such  invalid,  void or otherwise unenforceable provisions shall
be  automatically  replaced  by other provisions which are valid and enforceable
and  which  are  as  similar  as possible in term and intent to those provisions
deemed  to  be  invalid,  void  or otherwise unenforceable.  Notwithstanding the
foregoing,  the  remaining  provisions  hereof  shall  remain enforceable to the
fullest  extent  permitted  by  law.

          10.11     Headings.  The  headings  set  forth  in  the  articles  and
                    --------
sections  of  this  Agreement  and  in  the  exhibits  and the schedules to this
Agreement are inserted for convenience of reference only and shall not be deemed
to  constitute  a  part  hereof.

                            [Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and  delivered  on  the  date  and  year  first  above  written.
NATIONAL BEAUTY CORP.


By:     /s/ Edward A. Roth
        ------------------
     Edward A. Roth, President
     ZZYZX ZZAZX ZZOZX, INC.


By:     /s/ Jay Hand
        ------------
     Jay Hand, President




</TEXT>
</DOCUMENT>
