U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2001

COMMISSION FILE NUMBER: 000-30071

e-Synergies, inc.

(Exact name of registrant as specified in its charter)

California 91-2021595
- -------------------------------------- -------------------------
(State or jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization

827 State Street, Suite 14
Santa Barbara, California 93101
(Address of principal executive offices) (Zip Code)
- -------------------------------------- ----------------

Registrant's telephone number: (805)560-1308

Not applicable
-----------------------------------------------------
(Former name or former address, if changed since last report)

Item 1. Changes in Control of Registrant

On or about February 20, 2001, the company entered into a stock exchange
agreement with Salesmation, Inc., Inc., pursuant to which it acquired 100%
of the outstanding capital stock of Salesmation in exchange for 11,187,501
shares of its common stock. The shareholders of Salesmation received 1.25
shares of company stock in exchange for every share held by each shareholder
in Salesmation. This transaction resulted in a change in control of
the company, as set forth in more detail in Item 5.

Item 2. Acquisition or Disposition of Assets

The acquisition of 100% of Salesmation's common stock, resulted in the company
acquiring Salesmation as a wholly owned subsidiary, and the business of
Salesmation as well, as detailed below. Management believes that the business
of Salesmation complements its own, in that both are Internet based and related
to e-commerce.

Business-in General

E-Synergies, inc. continues to engage in the business of Internet sales of
caviar from its e-commerce web sites. Salesmation engages in the business of
providing e-market solutions and turnkey services to help clients increase
online customer conversion, customer retention, and online revenue, in a
hosted Application Service Provider, or ASP environment. Salesmation's e-
marketing solutions allow clients to analyze their web site visit behavior,
deliver personalized rich media marketing messages via e-mail or in-house
banners and billboards, and measure response rates for use in future campaigns.
Salesmation also offers complete interactive marketing services to clients
seeking the strategic direction, creative support and technology resources
needed to optimize and execute data driven, rich media and viral marketing
campaigns.

Forward Looking Statements

This report contains forward-looking statements. Salesmation's expectation of
results and other forward-looking statements contained in this registration
statement involve a number of risks and uncertainties. Among the factors that
could cause actual results to differ materially from those expected are the
following: business conditions and general economic conditions; competitive
factors, such as pricing and marketing efforts; and the pace and success of
product research and development. These and other factors may cause
expectations to differ.

Business Overview

Salesmation, Inc. is a technology-based e-marketing company that provides:

* Affordable, easy-to-use Web-based e-marketing tools
* Turn-key interactive marketing services
* Data and e-mail list services

As the Internet grows, advertisers and marketers have the opportunity to reach
broad, global audiences. Jupiter Communications estimates that spending for
advertising on the Internet in the United States will increase from
approximately $1.9 billion in 1998 to $7.7 billion by 2002, representing a
compound annual growth rate of 42%. The Direct Marketing Association has
estimated that spending on Internet direct marketing to consumers will grow
from an estimated $224 million in 1998 to $2.0 billion in 2003, representing a
compound annual growth rate of 55%. Due to the growth in the number of Web
users, the interactive nature of the Web and the Web's global reach,
advertisers and marketers are increasing their use of the Internet to promote
their products, services and brands.

Newport Beach, CA based Salesmation, Inc. provides technology-based e-marketing
services that enable companies to deliver customized online marketing messages.
Salesmation, Inc. provides marketers with an Application Service Provider (ASP)
e-marketing solution that is fully integrated, affordable and user friendly to
help clients grow market share, increase customer revenue and improve customer
retention. Salesmation, Inc.'s comprehensive suite of tools will analyze
customer behavior, deliver targeted and personalized e-marketing campaigns and
measure customer response for use in future campaigns. These solutions enable
marketers to optimize all of their marketing programs including rich media e-
mail, site personalization, direct mail and other promotional activities.

Products and Services

Salesmation, Inc.'s technology-based e-marketing services encompass e-mail
marketing management, campaign planning and execution, campaign message
management and campaign analysis. Our tools can be delivered individually or as
a suite of services and are principally priced based on cost per thousand
impressions and available on a monthly subscription plan or pre-pay discount
plan.

Salesmation, Inc. will initially launch three core technology-based e-marketing
tools targeted for use by small to mid-sized businesses. Salesmation, Inc. will
provide marketers with an Application Service Provider (ASP) e-marketing
solution that is fully integrated, affordable and user friendly to help clients
grow market share, increase customer revenue and improve customer retention. A
comprehensive suite of tools will analyze customer behavior, deliver targeted
and personalized e-marketing campaigns and measure customer response for use in
future campaigns. eMessage Mailer (lets a client personalize and customize the
selling message to each of their individual customers using rich-media
templates. eCampaign Manager (integrates and transforms online and offline
customer information into actionable e-marketing insights, which enables
marketers to build powerful marketing campaigns. This will help maximize the
most important business drivers of Web sites: visitor acquisition, customer
conversion, and customer retention. eCampaign Manager delivers a closed-loop
solution that is designed to ensure that the right message or offer, is
presented to the right customer, delivered through the right channel, and
communicated at the right time. eCampaign Plus!( is everything that's in
eCampaign Manager plus a powerful rules engine that gives clients the power to
deliver precisely targeted marketing campaigns based on an unlimited
combination of offline demographics and online click stream data.

Salesmation, Inc. also provides clients with two additional services. The
first, interactive marketing services provide marketing consulting, creative
services and copy writing to enhance or compliment the tool offering. The
second service, data and e-mail list services, allows clients to acquire new
customers through opt-in e-mail campaigns. Together, the technology-based
products, the interactive marketing services and the data and e-mail list
services will provide an integrated, simple solution to marketing on the
Internet.

Differentiation

Salesmation, Inc. anticipates that it will be a disruptive force in the Web
based e-marketing landscape. The majority of the competitive set is focused on
high-end, high-priced complex solutions. Salesmation, Inc. is radically
altering the e-marketing paradigm by releasing the industry's first affordable,
accessible and easy-to-use integrated online marketing service that is targeted
for broad use by small to mid-sized businesses.

Cost Effective Price. By minimizing the need for the intervention of
programmers and technical support representatives, the Salesmation, Inc. one-
to-many ASP model allows for an extremely competitive subscription based and
pre-paid discount pricing plans. These pricing structures enable companies to
open accounts with minimal risk.

High Accessibility. Offering the Salesmation, Inc. suite of tools as a Web-
based application service allows companies to sidestep a number of the costs
and concerns associated with client-server based e-business applications,
including those related to hardware requirements, server load, planning,
implementation, integration time and scalability.

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By eliminating back-end integration and by emphasizing object-oriented
functionality, Salesmation, Inc. is able to simultaneously serve thousands of
clients with its state of the art server infrastructure.

User Friendly. Without the necessity for back-end integration and with an
intuitive graphical user interface, the Salesmation, Inc. suite of tools can be
easily put to work. This enables employees with limited technical expertise,
such as sales reps and marketers, to master the products.

Unique Services. Salesmation, Inc. clients are able to serve personalized
marketing messages stylized with creative ads chosen from thousands of unique,
pre-created rich-media templates, enabling them to launch innovative and
attention-grabbing marketing campaigns. Additionally, Salesmation, Inc.
provides turn-key interactive marketing services from strategic consulting to
creative execution. And of course Salesmation, Inc. provides data and e-mail
list services for clients seeking new ways to use the Web Based e-marketing
tools.

Closed-Loop Solution. By intelligently integrating best-of-breed and
proprietary technology into a closed loop solution, Salesmation, Inc. can help
businesses develop an invaluable 360-degree view of the customer. By using the
powerful rules engine technology and combining online data with offline data,
clients can gain a complete picture of a customer and can better provide
relevant communication messages.

Globalized E-Marketing. Salesmation, Inc. is building a globalized
infrastructure to provide e-marketers with the tools and services to deliver
marketing messages globally. The Company's relationship with M2 Limited, a
sister company, will enable Salesmation, Inc. to offer its services in multiple
languages. Additionally, Salesmation, Inc. clients will be able to serve all
communications in those languages, allowing them to expose their offerings in a
number of global markets.

Privacy. Salesmation, Inc. maintains and strictly enforces a rigorous privacy
policy, which explicitly affirms the Company's commitment to maintaining the
security and privacy of client information, as well as all consumer profile
information handled by Salesmation, Inc. applications. Furthermore,
Salesmation, Inc. is a member of the Direct Marketing Association, and fully
adheres to the organization's Privacy Promise Compliance Guide.

Partnerships

Salesmation, Inc. believes in delivering business advantage through partnership
and our commitment to providing dynamic e-marketing solutions to the
marketplace is relentless. True to that spirit, the company is forging unique,
strategic relationships with an elite core of industry partners. Together, with
partners, Salesmation, Inc. strives to help customers win in the Internet era
by creating comprehensive best-of-breed solutions.

Acxiom

The Acxiom InfoBase is the largest collection of U.S. consumer, business and
telephone data available in one source for database or file enhancement,
analytical services and list rental. The combination of the Acxiom
comprehensive market data with Salesmation, Inc.'s online click stream and
purchase behavior enables highly targeted and personalized communications to
consumers.

Blaze Software

Blaze Software is a leading provider of rules-based e-business software
enabling adaptable and personalized interaction that is consistent across all
contact points. The Blaze Advisor Innovator gives business managers the power
to create and change business logic using familiar terms. By combining
Salesmation, Inc. and Blaze technology, marketers can easily personalize e-
marketing campaigns using business rules that drive relevant customer product
recommendations, promotions, and up-sell/cross-sell opportunities.

NetCreations

NetCreations is the largest network of high-quality, targeted opt-in email
addresses on the Internet with more than 3,000 topical lists and 10 million
names. Combined with Salesmation, Inc.'s rich-media technology, it provides
clients powerful acquisition e-marketing campaigns.

Business Strategy

Expand Technology-Based Product Offerings. Our underlying Technology-based
product architecture enables Salesmation, Inc. to develop new products and
enhancements rapidly. The Company will continue to invest in research and
development to expand the Technology-based product offerings in the e-marketing
solutions market. Salesmation, Inc. utilizes a customer-driven development
cycle, focused on identifying current and future e-business requirements,
through customer feedback loops and frequent customer meetings. Salesmation,
Inc. intends to continue to work closely with other application, technology and
system integration companies to identify other opportunities to expand our
product offerings.

Deliver Affordable, Accessible and Easy-to-Use Web-Based Products. By
leveraging the flexibility of an application service provider (ASP) environment
Salesmation, Inc. can deliver cost efficient Web-based tools. The graphical
user interface (GUI) will be designed to deliver intuitive products that will
enhance the user experience.

Expand Interactive Marketing Services and Data and E-Mail List Services Groups.
The Salesmation, Inc. Interactive Marketing Services and Data and e-mail list
services groups are important to ensure our customers' success and to drive
increased sales.

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The professional services assist businesses in developing innovative ways to
implement our technology-based e-marketing solutions, leading to increased
adoption of our products.

Target Small to Mid-Sized e-Commerce Companies. Salesmation, Inc. can provide
significant benefits to small to mid-sized companies that require e-mail
marketing management, campaign message management and campaign analysis. The
Company also intends to target companies that rely on the Internet to conduct
electronic commerce. These constituencies are targeted through advertising and
marketing, the direct sales force, business development teams and international
sales offices.

Create Alliances with Advertising Agencies. Salesmation, Inc. intends to
create alliances with traditional advertising agencies to extend our direct
sales efforts. The Company will provide agencies with critical e-marketing
technology expertise, which Salesmation, Inc. believes will accelerate our
penetration of medium-sized corporate clients.

Maintain Technology Differentiation. Salesmation, Inc. believes that our
technology is a key competitive differentiator. Our technology platform enables
us to efficiently deploy services that give our clients innovative marketing
capabilities while providing the ability to integrate on-line and off-line
customer information into targeted online messages in real time. Our
architecture enables our services to scale geographically across the Internet
and can manage a large number of transactions at any given time.

Enhance Sales Capabilities. Through Marketing and Business Relationships.
Salesmation, Inc. plans to broaden our existing marketing and business
relationships with companies such as Blaze Software, iLux, Net Perceptions and
Acxiom, and to build relationships with additional companies for our campaign
and message management capabilities. The Company is seeking to work with
traditional and interactive advertising agencies, online ad serving companies,
ad publishing representatives, Web development and consulting firms, business
application companies and systems integrators. Our objective is to establish
alliances with these companies and accelerate our sales penetration into
clients that would benefit from our services. In addition, the Company expects
to develop and manage affiliate and sponsorship programs that generate shared
revenues derived from prospective e-commerce-based services.

Deliver Flexible Online Marketing Solutions. Salesmation, Inc. believes that
online marketers will increasingly demand greater flexibility and
accountability in their marketing programs. Because the Company can unbundle
our technology-enabled tools and services, our services can be deployed
together with the capabilities offered by some other advertising and technology
providers. This flexibility creates enhanced revenue opportunities and
accelerates market adoption of our services and technology by targeting clients
interested in unbundled elements of our services.

Build an International Presence. Salesmation, Inc. plans to expand our
capabilities and presence internationally in order to capitalize on the global
reach of the Internet. The company also believes there is a significant
opportunity to provide our services to companies based outside of the United
States that require technology-enabled marketing services tailored for their
local markets. By leveraging the core-competency of our sister company M2
Limited; Salesmation, Inc. will have the capability to affordably create
international marketing modules that permit multi-language message management.

Product and Service Offerings

Salesmation, Inc. will initially launch three core technology-based e-marketing
tools targeted for use by small to mid-sized businesses. Salesmation, Inc. will
provide marketers with an Application Service Provider (ASP) e-marketing
solution that is fully integrated, affordable and user friendly to help clients
grow market share, increase customer revenue and improve customer retention. A
comprehensive suite of tools will analyze customer behavior, deliver targeted
and personalized e-marketing campaigns and measure customer response for use in
future campaigns. eMessage Mailer( lets a client personalize and customize the
selling message to each of their individual customers using rich-media
templates. eCampaign Manager( integrates and transforms online and offline
customer information into actionable e-marketing insights, which enables
marketers to build powerful marketing campaigns. This will help maximize the
most important business drivers of Web sites: visitor acquisition, customer
conversion, and customer retention. eCampaign Manager delivers a closed-loop
solution that is designed to ensure that the right message or offer, is
presented to the right customer, delivered through the right channel, and
communicated at the right time. eCampaign Plus!( is everything that's in
eCampaign Manager plus a powerful rules engine that gives clients the power to
deliver precisely targeted marketing campaigns based on an unlimited
combination of offline demographics and online click stream data.

Technology-Based Products

Selling on the Internet doesn't have to be difficult - Salesmation, Inc. offers
the most comprehensive solution to Internet marketing. Salesmation, Inc. gives
clients the tools to analyze, target, personalize, advertise and then measure
the results in one easy-to-use, highly affordable package. Salesmation, Inc. is
an integrated suite of easy-to-use, Web-based e-marketing tools that can be
accessed from anywhere, any time - 24 hours a day, seven days a week.
Salesmation, Inc. is an Application Service Provider (ASP) so there's no
software, downloads or upgrades - ever. Three tools make up the initial
Salesmation, Inc. suite:
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- eMessage Mailer - Personal interaction is the key to successful
selling - It's just that simple. eMessage Mailer lets a client personalize and
customize the selling message to each of their individual customers. A large
stable of professionally created rich-media templates are available, or clients
can have Salesmation, Inc. create a custom template. All sent e-mails are
tracked to provide a variety of detailed reporting items.

Features
* Simple-to-use rich-media e-mail templates
* Personalize e-mail greetings and salutations
* eMessage Control Center lets you see all your e-mail reports easily and
quickly
* Line-item list editing
* All e-mails can be uploaded in most standard file formats
* Instantly accessible from any browser location
* eMessage Mailer is a totally Web-based application service provider (ASP)
format
* All data is hosted on Salesmation, Inc. secure servers
* Support for multi-targeted global e-mail marketing messages

- eCampaign Manager - Internet customers are a moving target. eCampaign
Manager not only helps turn browsers into buyers - it also works to keep them
coming back again and again. Automatically, eCampaign Manager converts analysis
into action. Using information taken from customer's Web site, banners, pop-up
billboards and e-mails are converted into effective, targeted selling tools.

Features
* Automates the delivery of personalized, targeted and dynamic e-mail campaigns
* Easy-to-use, intuitive templates
* Over 100 pre-configured marketing segments - unlimited number of custom
marketing segments
* Flexibility allows clients to precisely target any segment of visitor from
their Web site traffic reports
* Serves custom pop-up billboards and banners on the Web site based on the
visitor behavior
* Recognizes registered and unregistered visitors
* eCampaign Control Center allows client to select the dates, times and
rotation cycle of their campaigns and even manually adjust scheduling after
launch
* Reports all campaign statistics such as total impressions served and click-
thorough percentage
* Simple to use - no learning curve

- eCampaign Plus! - Everything that's in eCampaign Manager plus a
powerful rules engine that gives clients the power to deliver precisely
targeted marketing campaigns based on an unlimited combination of offline
demographics and online click stream data.

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Features
* Allows a client to build their marketing logic into marketing campaigns
* Expands marketing segments with the use of extensive off-line data, and
filtering rules.
* Automatically fires rules based on off-line and on-line data
* Easy-to-use interface

Interactive Marketing Services

Interactive marketing services are available to clients seeking the strategic
and creative support needed to integrate and optimize their marketing efforts,
both within the scope of their Salesmation, Inc. campaigns and beyond. These
services focus on the following areas:

* Strategy - Salesmation, Inc. e-marketing strategy specialists can help
clients identify and reach their target audiences and optimize their use of the
Salesmation, Inc. tools.
* Creative - Leveraging their collective experience in graphic design, Flash
development, Web design and rich-media, the Salesmation, Inc. creative team can
artfully tailor the look, feel, and sound of an e-mail, banner or billboard
campaign according to the client's guidelines.
* Copyrighting - Clients may also leverage the professional copyrighting
expertise of our creative team to enhance the impact of their communication
messages, improve click-through rates, and increase ROI.

Data and E-Mail List Services
A natural complement to the customer retention solutions delivered by the
Salesmation, Inc. platform, the Company's data and e-mail list services enable
clients to dramatically increase their customer acquisition rates through
effective direct e-mail marketing. After working with the client to identify
the desired target audience, Salesmation, Inc. leverages industry relationships
and strategic partnerships to acquire the most highly targeted, third-party e-
mail lists available. The use of each list is sold to the client on a cost-per-
mailing basis. In HTML and rich media campaigns, clients may also leverage
creative and copyrighting services, as well as the Company's e-mail tracking
service, which generates useful reports on click-through rates, open rates, and
bounces.

Salesmation, Inc. has begun to develop relationships to co-op database for
small-to-mid-size businesses. By providing Salesmation, Inc. with a their
customer lists, and allowing other non-competitive businesses to rent these
lists, Salesmation, Inc. will be providing a valuable tool by networking these
companies. Salesmation, Inc. will build and manage this database, collecting a
fee every time a name is used. In addition, Salesmation, Inc. will provide
valuable profile data through the use of enhancement data from Acxiom.

Salesmation, Inc. has also begun to work aggressively to build a proprietary e-
mail database. This database product will have both a B2B and B2C component and
will be developed from a multi-prong marketing approach.

9
Through the use of e-mail marketing to prospects and banner advertising by
Salesmation, Inc., all respondents will be added into a marketing database
(MDB) that in turn can be rented to non-competitive businesses. Names will also
be added from our Guest Registrants and Customer MDB. We expect to rent this
list at $200 per thousand names used, with a minimum order of 5,000 names
($1,000 minimum). In addition, Salesmation, Inc. will develop a B2C list from
sweepstakes promotions and will be able to provide lifestyle interest and
demographic characteristics as data selects when renting this list. The target
rental rates for these lists are $175 - $250 per thousand.

Sales and Marketing

Salesmation, Inc. will utilize proven sales and marketing strategies to build
awareness, drive traffic, create customer relationships and build industry
credibility. Salesmation, Inc. will distinguish itself from competitors by
providing small to mid-sized businesses with fully integrated, yet affordable
and user friendly, Web-based e-marketing solutions. All Salesmation, Inc. tools
allow users to utilize professionally created rich-media templates,
personalizing and detailed ROI tracking. The products and services are designed
to be an integral part of a client's marketing mix to convert Web browsers into
buyers. Our e-marketing tools focus on the most important business drivers of
Web sites: visitor acquisition, customer conversion, and customer retention.

Salesmation maintains a global network of resellers in North and South America
as well as South Africa.

Marketing Plan

* To Create national awareness of Salesmation, Inc. within small to mid-sized
businesses and with marketing and advertising agencies
* To position Salesmation, Inc. as simple to use, affordable, technology-based
e-marketing services
* To create and build strong customer relationships and loyalties, using cross
marketing and traditional sales techniques to expand current customer usage

Promotion Strategy

* Generate sales leads and awareness in target markets by exhibiting at trade
events and conferences
* Pursue an aggressive speaking schedule (leading conference sessions, sitting
on discussion panels, speaking at industry events) for the key management team
on the topics of e-marketing
* Partner with interactive associations such as Society for Internet
Advancement to generate grass roots interest in Salesmation, Inc.
* Stimulate trial by offering key Technology-based products at a discount for a
limited time
* Proactively develop cross-sell and up-sell opportunities
* Develop and implement an incentive plan to stimulate referrals
* Actively post Salesmation, Inc. information on message boards

Public Relations Strategy

* Implement and maintain a national publicity program to position Salesmation,
Inc. as a leader and credible expert on technology-enabled e-marketing

Sales Plan

Product Development
Strategic Objectives

* Develop a modular, scalable platform on which new products can be developed
and added in a timely manner.
* Develop using layers of abstraction to allow the integration of the
Salesmation, Inc. products into partners or client IT infrastructure.
* Create the best technology and implementation available to our customers at
an affordable cost.
* Implement in a platform-agnostic manner to allow the rapid adoption of
emerging technology on any platform.
* Implement a component architecture that allows mixing and matching of
products within the Salesmation, Inc. framework.
* Development a multi-project set of development resources (internally and
externally) to provide for integration, product development, and product
enhancement support
* Implement all technology, code, and architecture in a globalized manner to
allow for rapid deployment in any language, anywhere in the world.

Technology

Our proprietary technology platform utilizes a Web-based server side
application with both HTML and java based client modules. The advantages of
deploying a "server side" application lie primarily in the ease with which
product revisions and enhancements can be delivered to the client. The
Company's centralized architecture eliminates the requirement to port, test and
release a majority of the Company's system components on multiple hardware and
software platforms. The production and application systems are maintained and
run by Salesmation, Inc. to ensure the highest level of reliability and service
to the Company's clients. As a result, the Company can iterate new releases of
technology quickly, resulting in time-to-market competitive advantages for its
clients. For example, by simply calling up the Salesmation, Inc. Web page, the
user will always receive the latest version of the Company's Action Analysis
capabilities.

In addition, user authentication and logins are handled through HTTP Secure
Socket Layer protocol using a classical "User Name" and "Password" scheme. This
ensures customer security and privacy. All electronic payment of services is
handled through custom Active Server Page code with payment processing and
verification handled through Card Services International. Our e-mail engine is
custom developed and capable of multiple SMTP threads with throughput that can
be load balanced across multiple UNIX Send-mail clients.
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Competitive Advantages of Our Technology

Real Time. Campaign customization and optimization occurs in or near real
time. Our technology is structured to enable our clients to establish business
rules which will automatically customize an advertising message in response to
predefined events the moment, or shortly after, the event occurs. Real-time
adjustments can also be made manually based on reports received during ongoing
campaigns.

Flexibility. Our platform is designed to be flexible, supporting both simple
operations such as remote banner serving and click-through tracking and more
sophisticated operations, such as return on investment tracking and automated
feedback. Marketing campaigns can be modified in real time automatically or
manually, based on changes in the data stored in various objects. Our
architecture is also designed to be open and compatible with most major
business software applications and systems. Our technology also supports major
industry standards for programming languages, operating systems and Internet
protocols.

Scalability and Reliability. Our architecture is designed to scale in
anticipation of increased transaction demand and the ability of our systems to
process the transactions. Our technology is scalable by simply adding more
servers to accommodate system data traffic. The application logic of our
technology is designed to remain unchanged as the transaction volume grows. In
addition, our technology uses automatic failure protection combined with fault
tolerance, which allows campaign requests to be served even if one or more
servers are down.

Ease of Install. Salesmation, Inc. does not require a maintenance investment
from IT resources. On the client side, our tools, which operates from within a
Web browser, uses a "wizard-driven" interface that makes its functionality
easily available to non-technical users. Reports can be scheduled or generated
on demand without the intervention of IT staff.

Flexibility to Comply with Privacy Standards. Our technology is designed in
anticipation of privacy concerns and is engineered to be compliant with both
domestic and international privacy standards. Salesmation, Inc. does not sell
any personally identifiable data or anonymous user profile information.

Technical Support

Salesmation, Inc. provides technical support throughout our Web site using
"help" pop-up buttons and through an outsourced call support center. The call
support center is a month-to-month agreement.

Patents

The Company relies primarily on a combination of trademark, copyright, and
trade secret laws, employee and third-party nondisclosure agreements and other
methods to protect its proprietary rights.

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The Company enters into non-disclosure agreements with our employees,
consultants and contractors. In addition, all contractors sign non-compete
agreements.

Salesmation, Inc. has trademarks pending for the following marks: Salesmation,
Inc., eMessage Mailer, eCampaign Manager, eCampaign Plus!, eWeb Profiler,
eSales Specialist, eXpert Marketer, eCustomer Connect, Action Analysis and
Internet Sales Made Simple. Salesmation, Inc. is preparing to file a Utility
Patent and a Business Method Patent to protect technology and business methods
that will be included in upcoming product releases.

Competition

The market for technology-based e-marketing products and services is highly
competitive, evolving and subject to rapid technological change. The current
competitive landscape is occupied with high-end, high-priced client server
based software, although in the past few months several of the companies have
added hosted options. Though most e-marketing solutions currently available in
the marketplace share the common goal of increasing customer revenue and
improving customer retention, they vary greatly in terms of functionality, the
ability to easily deploy the solution, and price. Additionally, most of these
companies do not offer interactive marketing services to provide strategic
marketing consulting and creative support to help clients better utilize their
technology products. Salesmation, Inc. distinguishes itself from competitors
through proprietary technology that provides marketers with an easy-to-use,
Web-based, cost-effective and fully integrated e-marketing solution.
Salesmation, Inc. further distinguishes itself through its' ability to provide
complete interactive marketing services to assist businesses in developing
innovative ways to implement our technology-based e-marketing solutions.
Salesmation, Inc. faces competition primarily in the following areas:

* Providers of e-marketing automation solutions, such as Annuncio, MarketFirst
and Broadbase
* E-mail marketing service providers, such as Digital Impact, ClickACtion and
Message Media.

CommerceSWITCH

Business Development

CommerceSWITCH is Salesmation's wholly owned subsidiary. CommerceSWITCH, (Pty)
Ltd. is a South African corporation, originally incorporated under the name,
Dotcom Trading (Pty) Ltd. It changed its name to CommerceSWITCH (Pty) Ltd on
April 25, 2000. It is engaged in the business of providing complete e-commerce
product management and cataloging services to companies engaging in commerce on
the Internet.

Business

CommerceSWITCH provides e-commerce solutions to businesses and government
agencies to:

- enable companies to quickly participate in e-commerce with a minimal
of capital investment

- provide customers with an integrated solution for procurement and
sales of all types of products and services over the Internet.

- assist companies to improve their supply chain and enhance their
customer's buying experience.

- helps companies implement a full e-commerce business, regardless of
how far the company has progressed and its experience.

Products and services

CommerceSWITCH provides advanced business-to-business cataloging, information
management and e-publishing systems. These services create new electronic
business channels, reduce time to market, and allows the customer to tailor its
product offerings to the unique needs of its individual customers. We do this
through a secure electronic commerce infrastructure that provides a non-
competitive environment for digital content publishers, online retailers and
other types of businesses to participate in secure business to business
electronic commerce. The CommerceSWITCH suite of database driven software
applications enables businesses to create complete and structured product
information databases for web publishing. These solutions include a "search
and compare" process known as Step Search (R), which helps users find desired
products quickly to make informed buying decisions. By using this software,
businesses have a front-end application to launch customized e-commerce
strategies.

Catalogue and content management

We provide the tools, technology, and personnel to create, categorize,
structure and maintain a customer's product content catalog; the publication of
that product content to multiple trading partners via a hosted technology and
services solution, and hosting of the customer's product catalog on our server.

Web site development

We provide our customers with complete web site design and development
services.

Corporate purchasing

We provide automated purchasing of goods including office supplies,
consumables, cleaning supplies and replacement parts, thus eliminating the
costs of manual purchasing and mistakes.
14
Financial and information services

We provide online billing, investment services, personal loans, asset based
financing and the distribution of digital goods and content.

Partners

Saqqara Inc.

Saqqara Inc. has appointed us as their sole distribution and integration
partner for Africa. Saqqara's mission is to become the world's leading
provider of e-business software and services that enables the management,
publishing, selection and exchange of electronic product content critical for
business to business electronic commerce.

Affinity PLC

We have entered into a partnership agreement with Affinity PLC's subsidiary VIP
covering the sub-Saharan Africa region. This agreement will allow us to
provide free dial-up Internet services to our business partners and to allow
the flexibility to provide significantly discounted lease line access. Through
this free dial up Internet access, we can provide the following added services
to our customers at no additional charge:

- local dial access from anywhere in South Africa
- no monthly fees or registration fees to subscribers
- unlimited Internet access
- 5 free e-mail accounts per subscriber
- PC or MAC compatibility
- 10 mb of personal web page space

Competition

Property

Salesmation, Inc. currently leases approximately 2,550 square feet of office
space for our headquarters located in Newport Beach, California. The offices
are located at 20 Corporate Plaza, Suite 175; 3 Corporate Plaza, Suite 260; and
3 Corporate Plaza, Suite 250. The current office location can accommodate up
to 32 employees. In July of 2001 Salesmation, Inc. will need to secure
additional office space to accommodate growth. The current office lease expires
in December of 2001, however, there are conditions in which the Company can
leave prior to the lease expiration. In addition, Salesmation, Inc. rents space
on a month-to-month basis at Exodus, a third-party, co-location facility that
houses our Web servers in Irvine, California.

CommerceSWITCH owns its officer furniture and equipment, computer equipment,
and motor vehicles. It leases 850 square meters of office space in Waterkloof,
Pretoria, South Africa, which space is sufficient to conduct its business for
the next three years.

Government Regulation

Governmental regulations have little or no impact on Salesmation's or
CommerceSWITCH's business at the present time.

Employees

As of March 31, 2001, Salesmation, Inc. had 18 full-time employees. Of these
employees, 10 were engaged in product development, 4 were engaged in sales and
marketing and 4 were engaged in finance and administration. None of our
employees are represented by a labor union or a collective bargaining
agreement.

In fiscal year 2001 Salesmation, Inc. will increase its' current staff of 18 to
34. Each additional employee is directly related to delivering a product or
building revenue. Six programmers will be added to support the development and
release of eCampaign Manager and eCampaign Plus! Following these releases the
programmers will be continually utilized on new product development, feature
updates, integration projects and other technical tasks. Seven sales personnel
will be added to expand the channel relationships needed to grow the business
exponentially. Two technical/customer support staff will be added, although,
there is a possibility this function may be outsourced. One additional staff
members will be added to the interactive marketing services group to ensure the
sales projections.

In fiscal year 2002 Salesmation, Inc. will add 14 additional employees,
bringing the total staff size to 48. Three programmers will be added and one
project manager will be added to support on-going maintenance releases, client
projects, integration projects and new product development. Four sales
personnel will be added and four employees will be added to the interactive
marketing services team. Lastly, one administrative position will be added for
accounting support and one technical support position will be added.
16
In fiscal year 2003 Salesmation, Inc. will expand its' staff to 62 employees.
The growth in staff size is driven by the expansion of the sales and
interactive market teams.

As of March 31, 2001, CommerceSWITCH had 23 employees; including four
directors, six clerical personnel, four software services personnel, two
business developers, two customer support personnel, three technical
consultants, and two workshop employees.

MANAGEMENT

Executive Officers, Key Employees and Directors

The members of the Board of Directors of Salesmation serve until the next
annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of Salesmation are:

Name Age Position
- -------------- --- --------------------------------

Tom Ronk 32 Chairman of the Board
Brendon Kensel 30 Chief Executive Officer
Jim Connolly 37 Chief Technology Officer
Karen Williams 46 Director of Sales
Scott Griest 32 Director of Interactive Marketing

Esta Viviers 47 CEO/Director of CommerceSWITCH
Brenda Nel 37 Director of CommerceSWITCH
Phillip de Bruin 32 Director of CommerceSWITCH
Jacques Viviers 24 Director of CommerceSWITCH

Tom Ronk. Tom Ronk is the current Chairman of the Board of Salesmation, and a
director of CommerceSWITCH. With 10 years of experience analyzing, building
and managing companies in the Internet arena, Mr. Ronk brings valuable
leadership, strategic, and financial experience to his role as Salesmation,
Inc.'s Chairman of the Board. Leveraging his critical insights into the e-
marketing, ASP and eCRM industries, Ronk co-founded Salesmation, Inc. in
November of 1999 and has positioned the company to become a leading provider of
comprehensive e-marketing solutions. Prior to developing Salesmation, Inc.,
Ronk helped build and served as CEO of HealthStar Corp, a publicly traded
healthcare cost containment and national Preferred Provider Organization (PPO)
with revenues in excess of $16 million. Ronk also funded and helped develop
Physiciansite.com, an Internet healthcare company offering a Web portal for
physicians, hospitals and insurance companies.

17
After studying Electrical Engineering and Computer Science at the University of
California San Diego, Ronk began his career as an Internet Analyst at
Transamerica, a $50 billion financial services company, where he worked from
1992-1998. Mr. Ronk has been featured as contributing analyst in a number of
publications and television segments, including CNBC, MSNBC, CBS Marketwatch,
RedHerring Online and Investor's Business Daily.

Brendon Kensel. Under his visionary leadership, Salesmation, Inc. is well
positioned to deliver the Internet's easiest to use e-marketing sales tools.
With more than 11 years of experience with marketing and retail driven
companies, Mr. Kensel brings extensive marketing and operational expertise to
Salesmation, Inc.. Brendon has successfully leveraged his diverse background to
deliver the technology and products that companies need to successfully market
on the Web. Brendon is responsible for the overall strategic direction,
business operations and marketing of Salesmation, Inc.. His previous experience
includes founding and managing his own marketing services corporation,
developing marketing strategies for a number of national brands while at one of
the world's leading marketing agencies, and working as a senior marketing
executive at a regional quick-service restaurant. Brendon holds a M.B.A. from
Pepperdine University, a certificate of study from Oxford University in Global
Enterprise Management and a B.S. from Central Washington University.

Jim Connolly. With over 12 years of experience in a diverse range of
technology disciplines, Jim brings extensive development and managerial
expertise to Salesmation, Inc.. As the architect of Salesmation, Inc.'s Web
site and back-end infrastructure, he oversees the planning and development of
the Company's true Application Service Provider (ASP) platform. Leveraging his
background in software engineering, project management and Web development, Jim
leads his team of engineers to ensure the constant high performance of the
Salesmation, Inc. site while continuing to expand the Company's roster of
innovative technologies. Jim began his technology career as a Geographic
Information Systems (GIS) developer for Earth Technology. Subsequently, he has
developed numerous information systems and software platforms for companies
including CH2M Hill, Geo InSight, and FORMA Systems. Jim holds a B.S. from UCLA
where he was the 1987 NCAA Champion in the decathlon.

Karen Williams. Karen Williams brings over 20 years of sales management,
database marketing and business development experience to Salesmation, Inc..
Most recently, Karen was the Vice President of Sales at MatchLogic, Inc., a
subsidiary of Excite@Home. Karen is responsible for building strategic
partnerships, directing sales efforts and overseeing customer support. Karen
has worked extensively with Fortune 500 companies and is a nationally
recognized authority on database marketing. She has spoken numerous times
before the Direct Marketing Association. Currently, she serves on the
International Board of Directors for the Business/Professional Advertising
Association. Karen holds a B.S. from Valparaiso University.

Scott Griest. Scott Griest brings over 10 years of strong client-side and
agency marketing experience to Salesmation, Inc..

18
He has developed and implemented numerous fully-integrated marketing campaigns
on a national level. Specific experience includes managing the Volkswagen
"Drivers Wanted" campaign and the Isuzu "Go Farther" campaign. Scott joined
Salesmation, Inc. from Saatchi & Saatchi where he was a Management Supervisor.
Scott is responsible for assisting clients and their agencies in developing
interactive marketing strategies, overseeing the development of custom rich-
media creative and implementing e-marketing campaigns. Scott regularly speaks
on the subject of integrating e-marketing into the traditional marketing mix.
Scott holds a M.B.A. and a B.A. from Pepperdine University.

Jacques Vivers. Jacques Viviers is a current director of CommerceSWITCH, since
July, 2000. He is also the founder of Data Kinetics, a distribution company,
since 1998.

Brenda Nel. Brenda Nel is the current Technical Director of CommerceSWITCH,
since July, 2000. She also founded Information and Image in 1993, and ran it
until April, 2000, when she sold her interest in the company to Data Kinetics.
She is a Novell Certified Network Engineer.

Phillip de Bruin. Mr. De Bruin is the Managing Director of CommerceSWITCH, and
the founder of CommerceSWITCH, since its inception. He is a software architect
and recognized Microsoft specialist.

Esta Viviers. Ms. Viviers is the current Chief Executive Officer and Director
of CommerceSWITCH, since July, 2000. She is also the Chief Financial Officer
and Director of e-Synergies, Inc. since December 14, 2000. Since January, 2000,
she has served as Chairperson of the Board of Trustees of Bolder Investments
Trusts, in South Africa. From April, 1980 through December, 1999, she was
employed by Sage Group, a financial services company listed on the Johannesburg
Stock Exchange; where she held positions as branch manager at Sage Life, Ltd.
from 1988 to 1993; the head of Business Process Reengineering and Corporate
Restructuring for the Sage Group from 1994 to 1995; the head of Organizational
Development for the Sage Group from 1995 to 1996; and set up the Sage
Educational Trust from 1997 to 1998. From 1997 t0 1999, she was head of
Corporate Broker Sales for Sage.

Item 3. Bankruptcy or Receivership

Not Applicable
Item 4. Changes in Registrant's Certifying Accountant

Not Applicable

Item 5. Other Events

As a result of the share exchange agreement, the company has modified its
control persons disclosure, as follows:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of e-Synergies, inc. as of the date of
this disclosure(1), by (I) each person who is known by e-Synergies, inc.
Imports to be the beneficial owner of more than five percent (5%) of the issued
and outstanding shares of common stock, (ii) each of the company's directors
and executive officers, and (iii) all directors and executive officers as a
group.

Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------

Marcy M. Engelbrecht 3,651,981(1) 23.74%
Opus International, LLC
19 Hillsyde Court
Cockeysville, MD 21030

Esta Viviers 180,000 .011%
P.O. Box 2074
Greenkloof, Pretoria
South Africa 0027

Michael A. Piraino 1,000 0%
7 Ironwood Drive
Newport Beach, CA

Thomas Ronk
Dreamvest 3,562,500(2) 23.16%
417 Orchid Avenue
Corona Del Mar, CA 92625

First International Ventures 1,625,000 10.56%
42 Kennedy Ave.
Roseau, Commonwealth of
Dominica, West Indies

Officers and Directors
as a Group 7,395,481 48.08%
- --------
(1) 1,030,731 shares are owned by Mrs. Engelbrecht, and 2,621,250 shares are
owned by Opus International, LLC, a limited liability company of which she is
the managing member.

(2) Thomas Ronk has voting rights for Dreamvest. Dreamvest owns 2,312,500
shares, and Thomas Ronk personally owns 1,250,000 shares.

(3) Figures are based on outstanding shares of 15,381,250.

Item 6. Resignations of Registrant's Directors

Not applicable

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

It is impractical to provide the required financial statements for
Salesmation at this time. The registrant intends to file such financial
statements as soon as is practical, but not later than 60 days after this
report on Form 8-K is filed with the commission.

(b) Pro forma Financial Information.

It is impractical to provide the required financial statements for
Salesmation at this time. The company will file pro forma consolidated
financial statements for itself and its wholly owned subsidiary within 60 days
after the filing of this report.

There are attached hereto the following exhibits:

Exhibit 1. Share Exchange Agreement between e-Synergies, inc. and
Salesmation
dated February 20, 2001.

SIGNATURES

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

Dated: April 2, 2001

e-Synergies, inc.

/s/ Marcy Engelbrecht
- -----------------------------
By: Marcy Engelbrecht, President

EXHIBIT 1.
SHARE EXCHANGE AGREEMENT BETWEEN E-SYNERGIES, INC. AND SALESMATION

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT (this "Agreement"), dated as of this _____ day of
_______________, 2001, is entered into by and among e-Synergies, inc., a
California corporation ("Purchaser"), Salesmation, Inc., Inc., a Delaware
corporation (the "Company"), and the Stockholders listed on Annex 2 and
signatory hereto (each a "Seller" and collectively "Sellers").

WITNESSETH:

WHEREAS, Stockholders own all of the issued and outstanding shares of
capital stock (the "Stock") of the Company; and

WHEREAS, Purchaser desires to acquire from Sellers all of the issued and
outstanding shares of the Stock held by Sellers, and Sellers desire to receive
common voting stock 0of Purchaser in exchange therefor.

NOW, THEREFORE, for the purpose of consummating the above transaction and
in consideration of the promises and mutual covenants herein contained, Sellers
and Purchaser hereby agree as follows:

SECTION 1

DEFINITIONS
- -----------
As used in this Agreement, capitalized terms shall have the meanings
specified in the text hereof or on Annex 1 hereto (which is incorporated herein
by reference), which meanings shall be applicable to both the singular and
plural forms of the terms defined.

SECTION 2

EXCHANGE OF SHARES/EXCLUDED ASSETS
- ----------------------------------
2.1. Sale of Shares. At the Closing, Sellers shall exchange, assign,
transfer and deliver to Purchaser, and Purchaser shall exchange and acquire
from Sellers, that number and class of shares of the Stock as is set forth as
shares to be exchanged and acquired opposite the name of each Seller on Annex 2
hereto.

22
SECTION 3

PURCHASE PRICE
- --------------
3.1. Payment. In consideration for the sale of the Stock and the other
transactions described herein, Purchaser shall transfer to the Stockholders at
the Closing shares of the common voting stock of Purchaser in the aggregate
amount of eleven million one hundred eighty seven thousand five hundred one
(11,187,501) shares (the "Consideration Shares"). Each stockholder listed on
Annex 2 shall receive at Closing one and one-quarter (1.25) shares of
Purchaser's common voting stock for each share of the Company's stock held by
each stockholder listed on Annex 2.

3.2. Exchange Procedures. At or after the Closing, each holder of record
of the Stock will deliver to Purchaser for cancellation the certificate(s)
representing the Stock (the "Old Salesmation Certificates"). Upon surrender of
any Old Salesmation Certificate for cancellation, subject to the provisions of
this Agreement, (a) the holder of such Old Salesmation Certificate will receive
in exchange therefor the number of shares listed next to their name on Annex 2
represented by such Old Salesmation Certificate, and (b) such Old Salesmation
Certificate will be cancelled. Until surrendered as contemplated by this
Section 3.2, each Old Salesmation Certificate will, at and after the Closing
Date, be deemed to represent only the right of each Seller to receive, upon
surrender of such Old Salesmation Certificate, the number of Consideration
Shares listed next to their name on Annex 2 represented by such Old Salesmation
Certificate.

3.3. No Further Rights; Transfer of Salesmation Stock. The delivery of
the Consideration Shares to the Stockholders in accordance with the terms of
this Agreement will be deemed to have been in full satisfaction and payment of
all rights pertaining to the Stock on the Closing Date.

3.4. Nature of the Consideration Shares. The Consideration Shares to be
distributed to Sellers at the Closing shall be "restricted shares" as that term
is defined under the Securities Act, the Exchange Act, and the State Securities
Acts. Purchaser has no obligation to register the Consideration Shares under
the Securities Act of 1933 or any State Securities Act.

SECTION 4

CLOSING
- -------
4.1. Closing. The closing of the transaction contemplated by this
Agreement (the "Closing"), subject to fulfillment or waiver of the conditions
set forth in Section 11 hereof, shall be held at the offices of Thomas &
Libowitz, P.A., Suite 1100, 100 Light Street, Baltimore, Maryland 21202, at
10:00 A.M. local time on February _____, 2001, unless the parties mutually
agree upon a different date or location (the actual date of Closing being the
"Closing Date").

23
SECTION 5

REPRESENTATIONS AND WARRANTIES OF SELLERS
- -----------------------------------------
5.1. Representations as to Shares, Etc.

a. Sellers hereby represent and warrant to Purchaser that: (i) each
Seller holds of record and owns beneficially all of the shares of the Stock set
forth next to their name on Annex 2 hereto free and clear of any lien, security
interest, pledge or encumbrance other than those set forth on Schedule 5.1
hereof, all of which will be released at or before the Closing; (ii) upon
transfer of the Stock set forth on Annex 2 hereto to Purchaser at the Closing,
Purchaser will have legal and equitable title to such Stock, free and clear of
any lien, security interest, pledge or encumbrance (other than any created by
or on behalf of Purchaser); (iii) each Seller has full power and authority to
enter into this Agreement, and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of each Seller; (iv) this Agreement has been duly executed and delivered
by each Seller and constitutes a legal, valid and binding obligation of each
Seller, enforceable against each Seller in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws affecting the rights of creditors generally and to the exercise of
judicial discretion in accordance with general principles of equity, whether
applied by a court of law or equity; (v) no Sellers' shares of Stock are
subject to any option(s), warrant(s), voting trusts, outstanding proxies,
registration rights agreement(s), or other agreements regarding voting rights
(other than those reflected in Schedule 5.1); and (vi) subject to the approvals
contemplated by this Agreement, neither the execution and delivery of this
Agreement by any Seller nor the consummation of the transactions contemplated
hereby by any Seller will (a) violate any provision of applicable law, rule or
regulation, which violation would prevent or interfere with any Seller's
ability to perform its obligations hereunder, or (b) conflict with or result in
a breach of, or give rise to a right of termination of, or accelerate the
performance required by the terms of any judgment, court order or consent
decree, or any agreement, indenture, mortgage or instrument to which any Seller
is a party or to which its property is subject, or constitute a default
thereunder, where such conflict, breach, right of termination, acceleration or
default would prevent or materially interfere with any Seller's ability to
perform hereunder.

5.2. Representations and Warranties as to the Company.

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

(a) Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware and has full corporate power and authority to carry on its business as
it is now being conducted and to own and use the assets owned and used by it.
The Company is qualified as a foreign corporation in the State of California.
The Company owns the subsidiaries listed on Schedule 5.2(a).

(b) Capitalization. The authorized capital stock of the Company
consists of one class of common stock consisting of thirty million (30,000,000)
shares of common stock, par value of $0.001 per share. The issued and
outstanding shares thereof are as described on Annex 2. All the outstanding
shares of the Stock have been validly issued and are fully paid and
nonassessable and are held of record by the Sellers as set forth on Annex 2
hereto. Except as described on Annex 2, (i) no shares of capital stock of the
Company are held in treasury, (ii) there are no other issued or outstanding
equity securities of the Company, (iii) there are no outstanding stock
appreciation rights, phantom stock rights, profit participation rights, or
other similar rights with respect to shares; (iv) there are no other issued or
outstanding securities of the Company convertible or exchangeable at any time
into equity securities of the Company; and (v) the Company is not subject to
any commitment or obligation that would require the issuance or sale of
additional shares of capital stock of the Company at any time under options,
subscriptions, warrants, rights or any other obligations.

(c) No Conflicts. Except as described on Schedule 5.2(c), neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) violate any provision of the articles
of incorporation or by-laws of the Company, (ii) violate any provision of
applicable law, rule and regulation, or (iii) conflict with or result in a
breach of, or give rise to a right of termination of, or accelerate the
performance required by the terms of any judgment, court order or consent
decree, or any material agreement, indenture, mortgage or instrument to which
the Company is a party or to which its property is subject, or constitute a
default thereunder.

(d) Real Property. Schedule 5.2(d) contains a complete description
of all Leased Real Property (including street address, owner, and the Company's
use thereof). The Company owns no Owned Real Property. The Real Property
Interests listed on Schedule 5.2(d) comprise all interests in real property
currently used by the Company and necessary to conduct the Company's business
as now conducted. Except as described on Schedule 5.2(d), the Company has good
title to all Real Property Interests free and clear of all liens, mortgages,
pledges, covenants, easements, restrictions, encroachments, leases, charges,
and other claims and encumbrances, which restricts the Company's interest in,
or use of, the Real Property Interests, except for Permitted Encumbrances. To
the Company's Knowledge, the Company is not in default, violation, or breach
under any lease or sublease, and no event has occurred and is continuing that
constitutes (with notice or passage of time or both) a default, violation, or
breach thereunder. To the Company's Knowledge, the Company has not received
any notice of a default, offset, or counterclaim under any lease or sublease
with respect to any of the Real Property Interests.
25
All Real Property Interests (including the improvements thereon) (a) are in
good condition and repair consistent with its current use, (b) are available
for immediate use in the conduct of the business, and (c) comply in all
material respects with all applicable material building or zoning codes and the
regulations of any governmental authority having jurisdiction, except to the
extent that the current use by the Company, while permitted, constitutes or
would constitute a "nonconforming use" under current zoning or land use
regulations. No eminent domain or condemnation proceedings are pending or, to
the Company's Knowledge, threatened with respect to any of the Real Property
Interests.

(e) Tangible Personal Property. Except for the items described in
Schedule 5.2(e), the Company owns and has good title to each item of tangible
personal property, and none of the tangible personal property owned by the
Company is subject to any security interest, mortgage, pledge, conditional
sales agreement, or other lien or encumbrance, except for Permitted
Encumbrances. With allowance for normal repairs, maintenance, wear and
obsolescence, each material item of tangible personal property is in good
operating condition and repair, and is available for immediate use in the
business. The tangible personal property comprises all the tangible personal
property currently used by the Company and necessary to conduct the business as
now conducted.

(f) Financial Statements. The Financial Statements have been
delivered to Purchaser. The Financial Statements have been prepared in
accordance with GAAP, consistently applied with prior periods. The Financial
Statements accurately reflect the books and records of the Company and present
fairly the financial position and the results of operations of the Company as
at and for the periods indicated therein. Except as set forth on Schedule
5.2(f) hereto, since December 31, 2000, there has not been any material adverse
effect in the business, financial condition, operations, or results of
operations of the Company taken as a whole.

(g) Intellectual Property. Set forth on Schedule 5.2(g) is a
complete list of all Intellectual Property owned by or licensed to the Company
on the date hereof and, except as otherwise set forth on Schedule 5.2(g)
hereto, the Company owns such Intellectual Property free and clear of any
royalty, lien, encumbrance or charge and does not interfere with the rights of
others. Except as set forth on Schedule 5.2(g), the Company has not received
any written notice or written claim that any such Intellectual Property is not
valid or enforceable, or of any infringement upon or conflict with any patent,
trademark, service mark, copyright or trade name of any third party by the
Company. Except as set forth on Schedule 5.2(g), the Company has not given any
notice of infringement to any third party with respect to any of the
Intellectual Property, and no such infringement exists.

(h) Compliance with Laws. Except as set forth on Schedule 5.2(h),
the Company is in compliance in all material respects with all applicable
federal, state and local laws, rules and regulations and, to the Company's
Knowledge, the Company has received no notice of any action threatened or
pending alleging noncompliance therewith.
26
(i) Litigation. Except as set forth on Schedule 5.2(i) hereto, there
is no suit, claim, action, proceeding or arbitration relating to the business,
or operations of the Company or which seeks to enjoin or obtain damages in
respect of the transactions contemplated hereby pending or, to the Company's
Knowledge, threatened against (i) Sellers, or (ii) the Company. The Company has
received no citation, order, judgment, writ, injunction, or decree of any
court, government, or governmental or administrative agency against or
affecting the business or the Company, except as disclosed on Schedule 5.2(i).

(j) No Brokers. Except as disclosed on Schedule 5.2(j), the Company
has not employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finders fees in connection with the sale of the
Stock and the transactions contemplated by this Agreement.

(k) Consents. Except as set forth on Schedule 5.2k hereto, no
filing, Consent, approval or authorization of any governmental authority or of
any third party on the part of Sellers or the Company is required in connection
with the execution and delivery of this Agreement by Sellers or the
consummation by Sellers of any of the transactions contemplated hereby
(including any Consents required under any Company contract as a result of the
change in control contemplated hereby).

(l) Tax Matters.

(i) Except as set forth on Schedule 5.2(l)(i) hereto:

(A) All Tax Returns required to be filed by the Company
have been filed when due in a timely fashion and all such Tax Returns are true,
correct and complete in all material respects.
(B) The Company has paid in full on a timely basis all
Taxes owed by it that were payable on or prior to the date hereof, whether or
not shown on any Tax Return.

(C) The amount of the Company's liability for unpaid Taxes
did not, as of June 30, 2000 exceed the amount of the current liability
accruals for such Taxes (excluding reserves for deferred Taxes) reflected on
the Financial Statements.

(D) The Company has withheld and paid over to the proper
governmental authorities all Taxes required to have been withheld and paid over
(and complied in all material respects with all information reporting and
backup withholding requirements, including maintenance of required records with
respect thereto) in connection with amounts paid to any employee, independent
contractor, creditor, or other third party.

(E) The Company has received no notice of any Tax
Proceeding currently pending with respect to the Company and the Company has
not received notice from any Tax Authority that it intends to commence a Tax
Proceeding.

(F) No waiver or extension by the Company of any statute
of limitations is currently in effect with respect to the assessment,
collection, or payment of Taxes of the Company or for which the Company is
liable.

(G) The Company has not requested any extension of the
time within which to file any Tax Return of the Company that is currently in
effect.

(H) There are no liens on the assets of the Company
relating or attributable to Taxes (except liens for Taxes not yet due).

(I) The Company is not and has not been at any time during
the preceding five years a "United States real property holding corporation"
within the meaning of Section 897(c)(2) of the Code.

(J) The Company has not entered into an agreement or
consent made under Section 341(f) of the Code affecting the Company.

(K) The Company has not agreed to, nor is it required to,
make any adjustments under Section 481(a) of the Code as a result of a change
in accounting methods.

(L) The Company is not and has not at any time been a
party to a tax sharing, tax indemnity or tax allocation agreement, and the
Company has not assumed the Tax Liability of any other entity or person under
contract.

(M) The Company is not and has not at any time been a
member of an affiliated group filing a consolidated federal income tax return
and does not have any liability for the Taxes of another entity or person under
Section 1.1502-6 of the Treasury Regulations (or any similar provision of
state, local or foreign law), as a transferee or successor, or otherwise.

(N) The Company is not a party to any joint venture,
partnership or other arrangement that is treated as a partnership for U.S.
federal income tax purposes.

(O) None of the Company's assets are treated as "tax exempt use property"
within the meaning of Section 168(h) of the Code.

(P) The Company has not made an election under Section 1362 of the Code
to be treated as an "S" Corporation and is not currently treated as an "S"
Corporation for federal income tax purposes.

(ii) Sellers have furnished or otherwise made available to
Purchaser correct and complete copies of (A) all income, franchise and other
material Tax Returns filed by the Company since January 1, 1997; and (B) all
examination reports, statements of deficiencies and closing agreements received
by the Company with respect to the Company relating to Taxes.

(iii) Schedule 5.2(l)(iii) contains complete and accurate
statements of (A) the Company's basis in its assets, (B) the amount of any net
operating loss, net capital loss and any other Tax carry-overs of the Company
(including losses and other carry-overs subject to any limitations), and (C)
material Tax elections made by or with respect to the Company. Except as stated
in Schedule 5.2(l)(iii), the Company has no net operating losses or other Tax
attributes presently subject to limitation under Code Sections 382, 383 or 384,
or the federal consolidated return regulations.

SECTION 6

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers that:

6.1. Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of California. Purchaser has full corporate power and authority to carry on its
business as it is now being conducted.

6.2. Execution and Effect of Agreement. Purchaser has full corporate power
and authority to enter into this Agreement. The consummation of the
transactions contemplated hereby has been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly
executed and delivered by Purchaser and constitutes a legal, valid, and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws affecting the rights of creditors generally and to
the exercise of judicial discretion in accordance with general principles of
equity (whether applied by a court of law or equity).

6.3. No Conflicts. Except as described on Schedule 6.3 hereof, neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (a) violate any of the provisions of the
articles of incorporation or by-laws of Purchaser, (b) violate any provision of
applicable law, rule or regulation, which violation would prevent or interfere
with Purchaser's ability to perform hereunder, or (c) conflict with or result
in a breach of, or give rise to a right of termination of, or accelerate the
performance required by the terms of any judgment, court order or consent
decree, or any agreement, indenture, mortgage or instrument to which Purchaser
is a party or to which its property is subject, or constitute a default
thereunder, except where such conflict, breach, right of termination,
acceleration, or default would not have a material adverse effect on the
business or financial condition of Purchaser or prevent or materially interfere
with Purchaser's ability to perform hereunder.

6.4. Consents. Except as set forth on Schedule 6.4 hereto, no filing,
Consent, approval, or authorization of any governmental authority or of any
third party on the part of Purchaser is required in connection with the
execution and delivery of this Agreement by Purchaser or the consummation of
any of the transactions contemplated hereby.

6.5. Litigation. Except as set forth on Schedule 6.5 hereto, there is no
suit, claim, action, proceeding or arbitration pending or, to Purchaser's
Knowledge, threatened against Purchaser which seeks to enjoin or obtain damages
in respect of the transactions contemplated hereby.

6.6. No Brokers. Neither Purchaser nor anyone acting on its behalf has
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the purchase of the Stock and
the transactions contemplated by this Agreement.

6.7. Capitalization. The designations of each class of the stock of
Purchaser and the number of authorized and issued and outstanding shares
thereof is as described on Schedule 6.7. The issued and outstanding shares of
said stock which have been validly issued and are fully paid and nonassessable
shares of Purchaser's stock and which are registered for sale with the United
States Securities and Exchange Commission are as set forth on Schedule 6.7.
Except as described on Schedule 6.7, (i) no shares of stock are held in
treasury; (ii) there are no other issued or outstanding equity securities of
Purchaser; (iii) there are no stock appreciation rights, phantom stock rights,
profit participation rights, or other similar rights with respect to shares
outstanding; and (iv) there are no other issued or outstanding securities of
Purchaser convertible or exchangeable at any time into equity securities of
Purchaser. Purchaser is not subject to any commitment or obligation that would
require the issuance or sale of additional shares of capital stock of Purchaser
at any time under options, subscriptions, warrants, rights, or any other
obligations. Purchaser does not have any equity interest in any corporation,
partnership, joint venture, or other entity.

6.8. Financial Statements. Purchaser has provided or made available to
Stockholders copies of Financial Statements. Purchaser's Financial Statements
have been prepared in accordance with GAAP consistently applied with prior
periods. The Financial Statements present fairly the financial position of
Purchaser as at and for the periods indicated therein. Except as set forth on
Schedule 6.8 hereto, since December 31, 1999, there has not been any material
adverse effect on the business, financial condition, operations, results of
operations, or future prospects of Purchaser taken as a whole.

6.9. Tax Matters.

(a) Except as set forth on Schedule 6.9 hereto:

(i) All Tax Returns required to be filed by or with respect to
Purchaser have been filed when due in a timely fashion and all such Tax Returns
are true, correct, and complete in all material respects.

(ii) Purchaser has paid in full on a timely basis all Taxes owed
by it, whether or not shown on any Tax Return, and has paid or will have paid
prior to the Closing Date all Taxes for all Taxable Periods ending on or before
December 31, 1999, whether or not such Taxes are due and owing.

(iii) The amount of Purchaser's liability for unpaid Taxes
(a) did not, as of December 31, 1999, exceed the amount of the current
liability accruals for such Taxes (excluding reserves for deferred Taxes)
reflected on Purchaser's Financial Statements, and (b) will not, as of the
Closing Date, exceed such accruals as adjusted for operations and transactions
through the Closing Date in accordance with the past custom and practice of
Purchaser.

(iv) Purchaser has withheld and paid over to the proper
governmental authorities all Taxes required to have been withheld and paid
over, and complied with all information reporting and backup withholding
requirements, including maintenance of required records with respect thereto,
in connection with amounts paid to any employee, independent contractor,
creditor, or other third party.

(v) No Tax Proceeding is currently pending with respect to
Purchaser, and Purchaser has not received notice from any Tax Authority that it
intends to commence a Tax Proceeding.

(vi) No waiver or extension of any statute of limitation is
currently in effect with respect to the assessment, collection, or payment of
Taxes of Purchaser or for which Purchaser is liable.

(vii) No extension of time within which to file any Tax
Return of Purchaser is currently in effect.

(viii) There are no liens on the assets of Purchaser relating
or attributable to Taxes (except liens for Taxes not yet due).

(ix) Purchaser is not and has not been at any time during the
preceding five (5) years a "United States real property holding corporation"
within the meaning of Section 897(c)(2) of the Code.

(x) There is no agreement or consent made under Section 341(f)
of the Code affecting Purchaser.

(xi) Purchaser has not agreed to, nor is it required to, make
any adjustments under Section 481(a) of the Code as a result of a change in
accounting methods.

(xii) Purchaser is not and has not at any time been a party
to a tax sharing, tax indemnity, or tax allocation agreement, and Purchaser has
not assumed the Tax Liability of any other entity or person under contract.

(xiii) Purchaser is currently a member of an affiliated group
filing a consolidated federal income tax return; Purchaser does not have any
liability for the Taxes of another Person under section 1.1502-6 of the
Treasury Regulations (or any similar provision of state, local or foreign law),
as a transferee or successor, or otherwise.

(xiv) Purchaser is not a party to any joint venture,
partnership, or other arrangement that is treated as a partnership for U.S.
federal income tax purposes.

(xv) None of Purchaser's assets are treated as "tax exempt use
property" within the meaning of Section 168(h) of the Code.

(b) Purchaser has furnished or otherwise made available to
Stockholders correct and complete copies of (i) all income, franchise, and
other material Tax Returns filed by or with respect to Purchaser since [the
date of its incorporation]; and (ii) all examination reports, statements of
deficiencies and closing agreements with respect to Purchaser relating to
Taxes.

(c) Schedule 6.9(c) contains complete and accurate descriptions of
(i) Purchaser's basis in its assets, (ii) the amount of any net operating loss,
net capital loss and any other Tax carry-overs of Purchaser, and (iii) material
Tax elections made by or with respect to Purchaser. As disclosed on Schedule
6.9(c), Purchaser has net operating losses presently subject to limitation
under Code Sections 382, 383 or 384, or the federal consolidated return
regulations.

SECTION 7

LIMITATION AND SURVIVAL
- -----------------------
7.1. Limitation; Survival. The representations and warranties, covenants,
and agreements of Sellers and Purchaser shall survive the Closing Date for a
period of three (3) months.

SECTION 8

TAX MATTERS
- -----------
8.1. Section 338 Election. In the event that Purchaser makes an election
under Section 338 of the Code (or any comparable provision of state, local or
foreign law) with respect to the purchase of the stock in the Company as
provided herein, Purchaser shall be responsible for and shall pay all Taxes
resulting from such election.

8.2. Apportionment. For purposes of apportioning any Tax to a portion of any
Taxable Period, the determination shall be made assuming that there was a
closing of the books as of the close of business on the last day of such
portion, except that real, personal and intangible property Taxes shall be
apportioned ratably on a daily basis between the portions of the Taxable Period
in question.

8.3. Cooperation in Tax Matters. Sellers, the Company, and Purchaser shall (a)
cooperate fully, as reasonably requested, in connection with the preparation
and filing of all Tax Returns prepared and filed pursuant to Section 8.2; (b)
make available to the other, as reasonably requested, all information, records
or documents with respect to Tax matters pertinent to the Company for all
Taxable Periods or portions thereof ending on or before the Closing Date; and
(c) preserve information, records or documents relating to Tax matters
pertinent to the Company that is in their possession or under their control
until the expiration of any applicable statute of limitations.

8.4. Certain Taxes. Sellers shall timely pay all transfer, documentary, sales,
use, stamp, registration, and other similar Taxes and fees arising from or
relating to the sale of Stock under this Agreement, and Sellers shall at their
own expense file all necessary Tax Returns and other documentation with respect
to all such transfer, documentary, sales, use, stamp, registration, and other
similar Taxes and fees.

8.5. Preparation and Filing of Tax Returns. Purchaser shall prepare or
cause to be prepared and file or cause to be filed, within the time and manner
provided by law (including extensions), all Tax Returns of the Company (i) for
Taxable Periods ending on or before the Closing Date that are due after the
Closing Date, and (ii) for Taxable Periods beginning before and ending after
the Closing Date. Purchaser shall provide Sellers a reasonable opportunity to
review and consent to the filing of such Tax Returns, which consent shall not
be unreasonably withheld or delayed. If Sellers do not respond to Purchaser's
request for consent promptly, Purchaser shall be entitled to file such Tax
Return on the date such Tax Return is due without being in breach of this
Section 8.5, whether or not Sellers have consented to such filing.

SECTION 9

ADDITIONAL COVENANTS AND UNDERTAKINGS
- -------------------------------------
9.1. Further Assurances and Assistance. Purchaser and the Company agree
that each will execute and deliver to the other any and all documents, in
addition to those expressly provided for herein, that may be necessary or
appropriate to implement the provisions of this Agreement, whether before, at,
or after the Closing. The parties agree to cooperate with each other to any
extent reasonably required in order to accomplish fully the transactions herein
contemplated.

9.2. Access to Information. Sellers, from and after the date of this
Agreement and until the Closing Date, shall cause the Company to (a) give
Purchaser and Purchaser's employees and counsel full and complete access upon
reasonable notice during normal business hours, to all officers, employees,
offices, properties, agreements, records and affairs of the Company or
otherwise relating to the business, (b) provide Purchaser with all financial
statements of the Company, which shall be prepared and delivered to Purchaser
each month between the date hereof and the Closing Date, and (c) provide copies
of such information concerning the Company and the business as Purchaser may
reasonably request; provided, however, that the foregoing shall not permit
Purchaser or any agent thereof to (i) disrupt the business, or (ii) contact any
employee of the Company without providing reasonable prior notice to the
Company and allowing a representative of Sellers to be present.

9.3. Conduct of Business Prior to Closing. Except as contemplated by this
Agreement, from and after the date hereof, Sellers shall cause the Company to
conduct, and the Company shall conduct, its business in the ordinary course
consistent with past practice.

SECTION 10

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE
- -----------------------------------------------------------

10.1. Conditions Precedent to the Obligation of Purchaser. The
obligation of Purchaser to consummate the Closing is subject to the fulfillment
or waiver, on, or prior to the Closing Date, of each of the following
conditions precedent:

(a) Sellers shall have complied in all material respects with their
agreements and covenants contained herein to be performed at or prior to the
Closing, and the representations and warranties of Sellers contained herein
shall be true and correct in all material respects on and as of the Closing
Date with the same effect as though made on and as of the Closing Date, except
that representations and warranties that were made as of a specified date shall
continue on the Closing Date to have been true as of the specified date.

(b) No statute, rule or regulation, or order of any court or
administrative agency shall be in effect which restrains or prohibits Purchaser
from consummating the transactions contemplated hereby, and no action or
proceeding shall be pending wherein an unfavorable ruling would affect any
right to own the Stock.

(d) Since the date of this Agreement through the Closing Date, there
shall not have been any material adverse effect to the business, operations,
properties, assets, or condition of the Company.

(e) The transactions contemplated by this Agreement shall have been
approved by no less than two-thirds (2/3) of the Stock issued and outstanding
as of the date of this Agreement.

10.2. Conditions Precedent to the Obligation of Sellers. The
obligation of Sellers to consummate the Closing is subject to the fulfillment
or waiver, on or prior to the Closing Date, of each of the following conditions
precedent:

(a) Purchaser shall have complied in all material respects with its
agreements and covenants contained herein to be performed at or prior to the
Closing, and the representations and warranties of Purchaser contained herein
shall be true and correct in all material respects on and as of the Closing
Date with the same effect as though made on and as of the Closing Date, except
that representations and warranties that were made as of a specified date shall
continue on the Closing Date to have been true as of the specified date, and
Sellers shall have received a certificate of Purchaser, dated as of the Closing
Date and signed by an officer of Purchaser, certifying as to the fulfillment of
the condition set forth in this Section 10.2(a) ("Purchaser's Bring-Down
Certificate").
(b) No statute, rule or regulation, or order of any court or
administrative agency shall be in effect which restrains or prohibits Sellers
from consummating the transactions contemplated hereby.

(c) Purchaser shall have delivered the Consideration Shares as
provided in Section 3.1 and each document required by Section 11.2 hereof.

(d) The transactions contemplated by this Agreement shall have been
approved by no less than two-thirds (2/3) of the Shares issued and outstanding
as of the date of this Agreement.

SECTION 11

DELIVERIES AT THE CLOSING

11.1. Deliveries by Sellers. At the Closing, Sellers, through their
selected agent ("Sellers' Agent"), will deliver or cause to be delivered to
Purchaser:

(a) stock certificates evidencing the Stock, together with stock
powers, dated as of the Closing Date and executed by the respective Sellers,
transferring the Stock to Purchaser;

(b) the original corporate minute books, stock registry and seal of
the Company (to the extent available);

(c) a certificate as to the existence and good standing of the
Company issued by the Secretary of State of the State of Delaware dated shortly
before the Closing Date;

(d) receipt for Consideration Shares; and

(e) such other documents as Purchaser shall reasonably request.

11.2. Deliveries by Purchaser. Purchaser will deliver or cause to be
delivered at the Closing to Sellers:

(a) Purchaser's Bring-Down Certificate;

(b) the Consideration Shares as required pursuant to Section 3.1;

(c) certificates as to the existence and good standing of the
Purchaser issued by the State of California dated shortly before the Closing
Date; and

(d) such other documents Sellers shall reasonably request.

SECTION 12

EXPENSES
- --------
12.1. Expenses. The Company shall pay its fees, expenses,
disbursements, and those of the Company's counsel in connection with the
subject matter of this Agreement, including the negotiations with respect
hereto, and the preparation of any documents, and all other costs and expenses
incurred by either Sellers or the Company in the performance and compliance
with all conditions and obligations to be performed by or pursuant to this
Agreement or as contemplated hereby. Purchaser shall pay its own fees and
expenses and disbursements and those of its counsel in connection with the
subject matter of this Agreement (including the negotiations with respect
hereto and the preparation of any documents), and all other costs and expenses
incurred by it in the performance and compliance with all conditions and
obligations to be performed by it pursuant to this Agreement or as contemplated
hereby.

SECTION 13

TERMINATION
- -----------
13.1 Termination. This Agreement may be terminated:

(a) at any time by mutual written consent of Purchaser and Sellers;

(b) by either Purchaser or Sellers, if the terminating party is not
in default or breach in any material respect of its or their obligations under
this Agreement, if the Closing hereunder has not taken place on or before six
(6) calendar months from the date hereof;

(c) by Sellers, if Sellers are not in default or breach in any
material respect of their obligations under this Agreement, if all of the
conditions in Section 10.2 have not been satisfied or waived by the date
scheduled for the Closing;

(d) by Purchaser, if Purchaser is not in default or breach in any
material respect of its obligations under this Agreement, if all of the
conditions in Section 10.1 have not been satisfied or waived by the date
scheduled for the Closing;

13.2 Procedure and Effect of Termination.

(a) In the event of termination of this Agreement by either Purchaser and/or
Sellers hereof, prompt written notice thereof shall forthwith be given to the
other party, and this Agreement shall terminate and the transactions
contemplated hereby shall be abandoned without further action by any of the
parties hereto, but subject to and without limiting any other rights of the
parties specified herein in the event a party is in default or breach in any
material respect of its obligations under this Agreement. If this Agreement is
terminated as provided herein, all filings, applications and other submissions
relating to the transactions contemplated hereby as to which termination has
occurred shall, to the extent practicable, be withdrawn from the agency or
other Person to which such filing is made.

(b) If this Agreement is terminated by either party, Purchaser and Sellers
shall have the right to pursue all remedies available hereunder at law or in
equity, including, without limitation, the right to seek specific performance
and/or monetary damages.

(c) In the event of a default by either party that results in a
lawsuit or other proceeding for any remedy available under this Agreement, the
prevailing party shall be entitled to reimbursement from the other party of its
reasonable legal fees and expenses, whether incurred in arbitration, at trial,
or on appeal.

SECTION 14

NOTICES

All notices, requests, consents, payments, demands, and other
communications required or contemplated under this Agreement shall be in
writing and (a) personally delivered or sent via telecopy (receipt confirmed
and followed promptly by delivery of the original), or (b) sent by Federal
Express or other nationally recognized overnight delivery service (for next
Business Day delivery), shipping prepaid, as follows:

If to Purchaser to:

e-Synergies, inc.
827 State Street, Suite 14
Santa Barbara, California 93101
Telephone: (805) 899-1299
Fax: (805) 560-3608

with a copy to (which shall not constitute notice):

Kenneth G. Eade
827 State Street, Suite 12
Santa Barbara, California 93101
Telephone: (805) 560-9828
Fax: (805) 560-3608

If to Sellers to:

Sellers' Agent
c/o Thomas Ronk
Brendon Kensel
3 Corporate Plaza, Suite 250
Newport Beach, California 92660
Attn: Thomas Ronk
Telephone: (949) 219-0169
Fax: (949) 219-0173

If to the Company to:

Salesmation, Inc., Inc.
3 Corporate Plaza, Suite 250
Newport Beach, California 92660
Attn: Thomas Ronk
Telephone: (949) 219-0169
Fax: (949) 219-0173

with a copy in the case of Sellers or the Company to (which shall not
constitute notice):

Clinton R. Black, IV, Esquire
Thomas & Libowitz, P.A.
100 Light Street, Suite 1100
Baltimore, Maryland 21202
Telephone: (410) 752-2468
Fax: (410) 752-2046

or to such other Persons or addresses as any Person may request by notice given
as aforesaid. Notices shall be deemed given and received at the time of
personal delivery or completed telecopying, or, if sent by Federal Express or
such other overnight delivery service one Business Day after such sending.

SECTION 15

MISCELLANEOUS
- -------------

15.1. Headings. The headings contained in this Agreement (including,
but not limited to, the titles of the Schedules and Exhibits hereto) have been
inserted for the convenience of reference only, and neither such headings nor
the placement of any term hereof under any particular heading shall in any way
restrict or modify any of the terms or provisions hereof. Terms used in the
singular shall be read in the plural, and vice versa, and terms used in the
masculine gender shall be read in the feminine or neuter gender when the
context so requires.

15.2. Schedules and Exhibits. All Schedules, Annexes and Exhibits
attached to this Agreement constitute an integral part of this Agreement as if
fully rewritten herein. The inclusion of any fact or item on a Schedule
referenced by a particular section of this Agreement shall, should the
existence of the fact or item or its contents be relevant to any other Section,
be deemed to be disclosed with respect to such other Section whether or not an
explicit cross-reference appears in the Schedules, if such relevance is readily
apparent from examination of such Schedules.

15.3. Execution in Counterparts. This Agreement may be executed in
two (2) or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document.

15.4. Entire Agreement. This Agreement, the Annexes, Schedules,
Exhibits, and other documents to be delivered hereunder and thereunder
constitute the entire understanding and agreement between the parties hereto
concerning the subject matter hereof. All negotiations and writings between
the parties hereto are merged into this Agreement, and there are no
representations, warranties, covenants, understandings, or agreements, oral or
otherwise, in relation thereto between the parties other than those
incorporated herein or to be delivered hereunder.

15.5. Governing Law. This Agreement is to be delivered in and shall
be construed in accordance with and governed by the laws of the State of
Maryland without giving effect to conflict of laws principles.

15.6. Modification. This Agreement cannot be modified or amended
except in writing signed by each of the Purchaser and Sellers.

39
15.7. Successors and Assigns. Neither this Agreement nor any of the
rights and obligations hereunder shall be assigned, delegated, sold,
transferred, sublicensed, or otherwise disposed of by operation of law or
otherwise, without the prior written consent of each of the other parties
hereto.

15.8. Waiver. Any waiver of any provision hereof (or in any related
document or instrument) shall not be effective unless made expressly and in a
writing executed in the name of the party sought to be charged. The failure of
any party to insist, in any one or more instances, on performance of any of the
terms or conditions of this Agreement shall not be construed as a waiver or
relinquishment of any rights granted hereunder or of the future performance of
any such term, covenant, or condition, but the obligations of the parties with
respect hereto shall continue in full force and effect.

15.9. Severability. The provisions of this Agreement shall be deemed
severable, and if any part of any provision is held to be illegal, void,
voidable, invalid, nonbinding or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed, consistent with
the intent of the parties hereto, to the extent reasonably necessary to make
the provision, as so changed, legal, valid, binding, and enforceable. If any
provision of this Agreement is held to be illegal, void, voidable, invalid,
nonbinding or unenforceable in its entirety or partially or as to any party,
for any reason, and if such provision cannot be changed consistent with the
intent of the parties hereto to make it fully legal, valid, binding and
enforceable, then such provisions shall be stricken from this Agreement, and
the remaining provisions of this Agreement shall not in any way be affected or
impaired, but shall remain in full force and effect.

15.10. Announcements. From the date of this Agreement, all public
announcements relating to this Agreement or the transactions contemplated
hereby will be made only as agreed upon jointly by the parties hereto, except
that nothing herein shall prevent Sellers or Purchaser or any Affiliate thereof
from making any disclosure in connection with the transactions contemplated by
this Agreement if (and to the extent) required by applicable law as a result of
its, or its Affiliate's, being a public company, provided that prior notice of
such disclosure is given to the other party hereto.

15.11. Third Party Beneficiaries. Nothing expressed or referred to in
this Agreement shall be construed to give any Person other than the parties to
this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement
and all of its provisions and conditions are for the sole and exclusive benefit
of the parties to this Agreement and their successors and assigns.

15.12. Interpretation. The Purchaser and Sellers acknowledge and agree
that the preparation and drafting of this Agreement and the Exhibits, Annexes,
and Schedules hereto are the result of the efforts of all parties to this
Agreement, and every covenant, term, and provision of this Agreement shall be
construed according to its fair meaning and shall not be construed against any
particular party as the drafter of such covenant, term, and/or provision.
40
SECTION 16

SELLERS' AGENTS
- ---------------

16.1. Sellers' Agents. Each of the Sellers hereby irrevocably
appoints Thomas Ronk and Brendon Kensel (herein called the "Sellers' Agents")
as his, her, or its agent and attorney-in-fact to take any action required or
permitted to be taken by such Seller under the terms of this Agreement,
including, without limiting the generality of the foregoing, the payment of
expenses relating to the transactions contemplated by the Agreement, and the
right to waive, modify, or amend any of the terms of this Agreement in any
respect, whether or not material, and agrees to be bound by any and all actions
taken by the Sellers' Agents on his or its behalf. Any action to be taken by
the Sellers' Agents shall be unanimous. In the event of the death, incapacity,
or liquidation of any of Sellers' Agents, such person or entity shall not be
replaced, and the remaining Sellers' Agents shall continue in that capacity.
The Sellers agree jointly and severally to indemnify the Sellers' Agents from
and against and in respect of any and all liabilities, damages, claims, costs,
and expenses, including, but not limited, to attorneys' fees arising out of or
due to any action by them as the Sellers' Agents and any and all actions,
proceedings, demands, assessments or judgments, costs, and expenses incidental
thereto, except to the extent that the same result from bad faith or gross
negligence on the part of the Sellers' Agents. Purchaser shall be entitled to
rely exclusively upon any communications given by the Sellers' Agents on behalf
of any Seller, and shall not be liable for any action taken or not taken in
reliance upon the Sellers' Agents. Purchaser shall be entitled to disregard
any notices or communications given or made by Sellers unless given or made
through the Sellers' Agents.

[SIGNATURE PAGE TO FOLLOW -
PAGE LEFT INTENTIONALLY BLANK]

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

THE COMPANY:

Salesmation, Inc., INC.

By: _________________________________
Title: _________________________________

[SIGNATURES CONTINUED ON NEXT PAGE]

PURCHASER: SELLERS:

e-Synergies, inc.

By: _____________________________ _________________________________
Title: ________________________ Jack Appelman

_________________________________
Alan S. Berger, MD

_________________________________
Dana E. Berger

_________________________________
Ashley Brown

_________________________________
Danielle Brown

_________________________________
Bernard W. Chang

_________________________________
Michael J. Chaparro

_________________________________
James Connolly

Cumbria Trading Limited

By: _________________________________
Name: _________________________________
Title: _________________________________

Dreamvest

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Mark Dubin

_________________________________
Amy Elias

_________________________________
Marcy M. Engelbrecht

First International Ventures

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Wendy Frank

_________________________________
Dana Frank

_________________________________
Gary M. Frey

_________________________________
Michael Frey

_________________________________
Catherine Bloom

_________________________________
Robert M. Frey

_________________________________
Donna D. Fried

_________________________________
Steven M. Gleblum

_________________________________
Diana Gerometta

_________________________________
Andrew Gorelick

_________________________________
Marie Alexandra Helper

_________________________________
Eric Jacoby

_________________________________
Beverly D. Jones

Formula 1, LLC

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Leonard Kaplan

_________________________________
W. Hudson Kensel

_________________________________
Carol J. Kensel

Knarf Parking, LLC

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Larry Koontz

T. Rowe Price Custody IRA for
Ann G. Krulevitz

By: _________________________________
Name: _________________________________
Title: _________________________________

T. Rowe Price Custody IRA for
Steven E. Krulevitz

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Steven Krulevitz

_________________________________
Ann Krulevitz

_________________________________
Felix B. Laboy

_________________________________
Joseph Maria

44
_________________________________
Marvin Marks

_________________________________
Donald McGinnis

_________________________________
Curtis Moore

_________________________________
Michael T. Mull

_________________________________
Mark Myerson

_________________________________
Mark S. Myerson

_________________________________
Mark S. Myerson
_________________________________
Virginia K. Myerson

Mark S. Myerson - IRA

By: _________________________________
Mark S. Myerson

_________________________________
Amy Nochumowitz

_________________________________
Amy Sue Nochumowitz

Opus International

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Doris Palma

_________________________________
Andre-Paul Pellet

_________________________________

45
Mercedes M. Pellet

_________________________________
Michael R. Pellet

_________________________________
Michael T. Pellet

_________________________________
Robert S. Pellet

_________________________________
Theodora Pellet

_________________________________
William J. Pellet

_________________________________
Louis E. Queral, MD

_________________________________
Evangelina R. Queral, MD

Dr. Luis Queral, MD TTEE Luis A.
Queral, MD, PA PS Plan DTD
10-02-96 FBO Luis A. Queral

By: _________________________________
Luis Queral

_________________________________
Thomas Ronk

_________________________________
Ronald Rosie

_________________________________
Mildred Rosie

_________________________________
Edward Rubin

Peter M. Rubin, SEP/IRA

By: _________________________________
Peter M. Rubin
_________________________________
Andrew Slutkin

SupraFin, Inc.

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Richard Swartz

Technology Ventures, LLC

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Roger W. Titus

_________________________________
Catherine G. Titus

Wallbrook Mill & Lumber Co., Inc.
Profit Sharing Plan and Trust

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Donald P. Welsh

_________________________________
Jean Welsh

_________________________________
Jack Wladyka

_________________________________
Aaron Young

YR Holdings Family Limited Partnership

By: _________________________________
Name: _________________________________
Title: _________________________________

_________________________________
Elliot Zulver

_________________________________
Sally B. Gold

ANNEX 1

DEFINITIONS

As used in the attached Stock Purchase Agreement, the following terms
shall have the corresponding meaning set forth below:

"Affiliate" of, or a Person "Affiliated" with, a specified Person, means a
Person who directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person
specified.

"Agreement" has the meaning set forth in the preamble.

"Business Day" means any day on which banks in New York City are open for
business.

"Closing" has the meaning set forth in Section 4 of the Agreement.

"Closing Date" has the meaning set forth in Section 4 of the Agreement.

"Code" means the Internal Revenue Code of 1986, as the same may be amended
from time to time.

"Company" has the meaning set forth in the recitals to the Agreement.

"Company's Knowledge" means the actual knowledge, after due inquiry, of
Tom Ronk, Brendon Kensel, and James Connolly.

"Consideration Shares" has the meaning set forth in Section 3.1.

"Consents" means the consents, permits, or approvals of government
authorities and other third parties necessary to lawfully and validly transfer
the Stock to Purchaser.

"Financial Statements" means the audited balance sheet, statement of
operations and accumulated deficit, and statement of cash flow for the Company
delivered by the Company to purchase prior to the date hereof.

"GAAP" means generally accepted accounting principles, consistently
applied.

"Intellectual Property" means the trademarks, trademark registrations and
applications therefor, service marks, service mark registrations and
applications therefor, copyright registrations and applications therefor and
trade names that are owned by the Company.

"IRS" means the Internal Revenue Service.

"Leased Real Property" means all real property and all buildings and other
improvements thereon and appurtenant thereto leased or held by the Company and
used in the business.

"Owned Real Property" means all real property and all buildings and other
improvements thereon and appurtenant thereto owned by the Company and used or
useful in the business.

"Permitted Encumbrances" means matters that do not prohibit the continued
existence and/or continued use (as presently used) or maintenance of the
buildings, structures or improvements presently located on the Leased Real
Property. Notwithstanding the foregoing, any matter shown on Schedule 5.2(d)
shall be considered a Permitted Encumberance.

"Person" means a natural person, a governmental entity, agency or
representative (at any level of government), a corporation, partnership, joint
venture or other entity or association, as the context requires.

"Purchase Price" has the meaning set forth in Section 3.1 of the
Agreement.

"Purchaser" has the meaning set forth in the preamble to the Agreement.

"Purchaser's Bring-Down Certificate" has the meaning set forth in Section
11.2 (a) of the Agreement.

"Purchaser's Knowledge" means the actual knowledge, after due inquiry, of
the officers of Purchaser.

"Real Property Interests" means all interest in Owned Real Property and
Leased Real Property, including fee estates, leaseholds and subleaseholds,
purchase options, easements, licenses, rights to access and rights of way, and
all buildings and other improvements thereon and appurtenant thereto owned or
held by the Company that are used or useful in the business, together with any
additions, substitutions, and replacements thereof and thereto between the date
of this Agreement and the Closing Date.

"Securities Act" means the Securities Act of 1933.

"Sellers" has the meaning set forth in the preamble to the Agreement.

"Sellers' Agent" has the meaning set forth in Section 16 of the Agreement.

"Stock" has the meaning set forth in the recitals to the Agreement.

"Tax" or "Taxes" means all taxes, including, but not limited to, income
(whether net or gross), excise, property, sales, transfer, gains, gross
receipts, occupation, privilege, payroll, wage, unemployment, workers'
compensation, social security, occupation, use, value added, franchise,
license, severance, stamp, premium, windfall profits, environmental (including
taxes under Code Sec. 59A), capital stock, withholding, disability,
registration, alternative or add-on minimum, estimated or other tax of any kind
whatsoever (whether disputed or not) imposed by any Tax Authority, including
any related charges, fees, interest, penalties, additions to tax or other
assessments.

"Tax Authority" means any federal, national, foreign, state, municipal or
other local government, any subdivision, agency, commission or authority
thereof, or any quasi-governmental body or other authority exercising any
taxing or tax regulatory authority.

"Tax Liability" means any liability for a Tax.

"Taxable Period" means any taxable year or any other period that is
treated as a taxable year with respect to which any Tax may be imposed under
any applicable statute, rule or regulation.

"Tax Proceeding" means any audit, examination, claim or other
administrative or judicial proceeding involving Taxes.

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

SCHEDULE 5.1 TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(a) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(c) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(d) TO THE STOCK EXCHANGE AGREEMENT

Leased Real Property Interests

Office Lease

Building Address: 20 Corporate Plaza, Suite #175, Newport Beach, CA 92660.

Tenants Use: general office

Lease Agreement dated October 27, 2000 between 20 Corporate Plaza LP, a
California limited partnership, as Landlord, and Salesmation, Inc., Inc. a
Delaware Corporation, as Tenant.

Office Lease

Building Address: 3 Corporate Plaza, Suite #260, Newport Beach, CA 92660

Tenants Use: general office

Lease Agreement dated May 18, 2000 between 3 & 4 Corporate Plaza, LLC a
Delaware limited liability company, as Landlord, and Salesmation, Inc., Inc., a
Delaware corporation, as Tenant.

Office Sublease

Building Address: 3 Corporate Plaza, Suite #250, Newport Beach , CA 92660

Tenants Use: general office

Sublease Agreement dated October 29, 1999 between Belvedere HealthPartners,
LLC, a California limited liability company and Salesmation, Inc., Inc. a
California corporation.

SCHEDULE 5.2(e) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(f) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(g) TO THE STOCK EXCHANGE AGREEMENT

Trademark Applications Filed:

Name Serial Number

SALESMATION 75731623
Salesmation, Inc. 75917866
EWEB PROFILIER 76/069788
ETRAFFIC ANALYZER 76/069783
EXPERT MARKETER 76/069787
ACTION ANALYSIS 76/069786
ACTION ANALYZE 76/069785
ETRAFFIC AUDITOR 76/069784
CLICKOGRAPHY 76/069796
AUTOVENTAS.COM 76/069779
ECAMPAIGN MANAGER 76/069780
I DOT COM IDEAS 76/069781
ACTIONABLE ANALYSIS 76/069790
ECREATIVE TOOLS 76/069791
ACTION ANALYZER 76/069789
EMARKETING AUTOMATION 76/069796
HITOLOGY 76/069794
ESALES SPECIALIST 76/069782
ECUSTOMER CONNECT 76/069792
TWO-KEY 76/069795

Service Marks Application Filed:

INTERNET SALES MADE SIMPLE 78022582

Provisional Patent Applications Filed:

The Supply of Messages 06/250539
Via the Internet

SCHEDULE 5.2(h) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(i) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(j) TO THE STOCK EXCHANGE AGREEMENT

None
53

Annex 2
NAME No. of Shares Cert # No. of
Consideration Shares
------------- ------ --------------------

Jack Appelman 40,000 57 50,000
Applejack, Inc.
Historic Route 7A
Manchester Center, Vermont 05255
802-362-0575

Alan S. Berger, MD & Dana E. Berger 20,000 32 25,000
627 Harts Ridge Road
Conshohocken, PA 19428
610-825-1433

Ashley Brown & Danielle Brown 11,200 48 14,000
J. Brown Jewelers
1802 Reisterstown Road
Baltimore, MD 21208
410-484-3388

Bernard W. Chang 16,667 27 20,833.75
1321 Walnut Avenue
Annapolis, MD 21403

Michael J. Chaparro 3,000 14 3,750
9437 Gentle Circle
Montgomery Village, MD 20886

James Connolly 750,000 23 937,500
Salesmation, Inc., Inc.
3 Corporate Plaza # 250
Newport Beach, CA 92660
54

Cumbria Trading Limited 60,000 26 75,000
16 Rue de la Pelisserie
1211 Geneva 3
Switzerland
(41) 23 317 7373

Dreamvest
417 Orchid Ave.
Corona Del Mar, CA 92625 1,850,000 20 2,312,500
800-715-9999

Mark Dubin 11,200 49 14,000
J. Brown Jewelers
1802 Reisterstown Road
Baltimore, MD 21208
410-484-3388

Amy Elias 7,000 35 8,750
214 Lambeth Road 7,000 86 8,750
Baltimore, MD 21210
410-243-3790 (w)

Marcy M. Engelbrecht 16,390 58 20,487.50
19 Hillsyde Court
Cockeysville, MD 21030
410-683-0930

First International Ventures 1,300,000 18 1,625,000
42 Kennedy Ave.
Roseau, Commonwealth of Dominica
West Indies

Wendy & Dana Frank 10,000 59 12,500
908 Army Road
Baltimore, MD 21204
410-583-7112

Gary M. Frey 5,000 75 6,250
3012 S. Rancho Drive
Las Vegas, NV 89102

Michael Frey & Catherine Bloom 23,000 76 28,750
Same as above

Robert M. Frey 10,000 77 12,500
Same as above

Donna D. Fried 10,000 34 12,500
11 Whitebridge Court
Baltimore, MD 21208
410-486-7912

Steven M. Gelblum 5,000 81 6,250
11447 Cronhill Drive # L
Owings Mills, MD 21117

Diana Gerometta 5,000 38 6,250
703 Deepdene Road
Baltimore, MD 21210
410-385-9226

Andrew Gorelick 5,000 80 6,250
7206 Brook Falls Terrace
Baltimore, MD 21209

Marie Alexandra Helper 5,000 41 6,250
5 Quail Hollow Road
Lutherville, MD 21093

Eric Jacoby 7,500 39 9,375
9 Moran Rd
West Orange, NJ 07052
56
Beverly D. Jones 7,600 12 9,500
9200 Edwards Way Unit 312
Adelphi, MD 20783
Formula 1,LLC 45,000 47 56,250
Donald Kahn
2032 Jolly Road
Baltimore, MD 21209
410-687-2411

Leonard Kaplan 80,000 36 100,000
3801 Canterbury Road
Baltimore, MD 21218
410-467-9448

W. Hudson Kensel & Carol J. Kensel 5,000 40 6,250
P.O. Box 1881 (Also: 640 Bell St.)
Edmonds, WA 98020
425-697-2652

Knarf Parking, LLC 23,333 71 29,166.25
214 E. Lexington Street 10,000 30 12,500
Baltimore, MD 21202
($50,000 GUAR)
410-625-0800

Larry Koontz 1,000 50 1,250
18808 N. 3rd Avenue
Phoenix AZ 85027
623-581-2411

T. Rowe Price Custody IRA for 11,667 61 14,583.75
Ann G. Krulevitz
57 Jones Falls Terrace
Baltimore, MD 21209
410-486-8140

T. Rowe Price Custody IRA for 15,000 62 18,750
Steven E. Krulevitz
Steven & Ann Krulevitz 15,000 63 18,750
Same as above 3,333 64 4,166.25

Felix B. Laboy 13,334 65 16,667.50
8222 Stone Trail Drive
Bethesda, MD 20817
202-457-7227 x252

Joseph Maria 1,000 51 1,250
301 Old Tarrytown Road
White Plains, NY 10603
914-684-0333

Marvin Marks 25,000 33 31,250
11 Whitebridge Court
Baltimore, MD 21208
410-486-7912

Donald McGinnis 5,000 44 6,250
8842 Kennelly Lane
Anaheim, CA 92804

Curtis Moore 10,000 52 12,500
Additions Limited
744 Alabama St., Suite 300
San Francisco, CA 94110
415-695-2370

Michael T. Mull 10,000 42 12,500
3 Woodchester Court
Baltimore, MD 21208
410-653-5905

Mark S. Myerson & Virginia K. Myerson 166,667 24 208,333.75
11 Cool Spring Court
Lutherville, MD 21093
410-339-5271

Mark S. Myerson IRA 83,333 29 104,166.25
Same as above

Mark S. Myerson 50,000 28 62,500
Same as above

Mark Myerson 100,000 66 125,000
Same as above

Amy Sue Nochumowitz 5,000 30 6,250
30 East 25th Street
Baltimore, MD 21218
410-486-3777

Amy Nochumowitz 8,333 85 10,416.25
30 East 25th Street
Baltimore, MD 21218
410-486-3777

Opus International 1,850,000 19 2,312,500
19 Hillsyde Court
Cockeysville, MD 21030

Doris Palma 1,500 15 1,875
4230 Fordham Road, NW
Washington, DC 20016

Andre-Paul Pellet 21,200 10 26,500
6419 Barrington Drive
Frederick, MD 21701

Mercedes M. Pellet 84,600 8 105,750
13123 Shadyside Land
Germantown, MD 20874

Micheal R. Pellet 60,400 9 75,500
13123 Shadyside Land
Germantown, MD 20874

Michael T. Pellet 1,500 16 1,875
11100 Innsbrook Way
Ijamsville, MD, 21754

Robert S. Pellet 600 17 750
258 Timber Hollow Street
Henderson, NV 89014

Theodora Pellet 15,100 11 18,875
9525 Cape Anne Pl.
Montgomery Village, MD 20886

William J. Pellet 4,500 13 5,625
9525 Cape Ann Place
Montgomery Village, MD 20886

Evangelina R. Queral, MD &
Louis E. Queral, MD 5,000 37 6,250
205 E. Joppa Road Apt. #2502
Towson, MD 21286
410-823-7948

Dr. Luis Queral, MD TTEE Luis A. 11,000 83 13,750
Queral, MD, PA PS Plan DTD 10- 133,333 53 166,666.25
02-96 FBO Luis A. Queral 400,000 54 500,000
20 Hickory Knoll Court
Lutherville, MD 21093-4745

Thomas Ronk 1,000,000 22 1,250,000
Salesmation, Inc., Inc.
3 Corporate Plaza # 250
Newport Beach, CA 92660

Ronald & Mildred Rosie 7,000 68 8,750
5570 W. Mercer Way
Mercer Isl. WA 98040

Edward Rubin 5,000 69 6,250
1601 Broad Run Road
Landenberg, PA 19350
610-274-1340

Peter M. Rubin, SEP/IRA 14,110 43 17,637.50
113 Lancefield Road
Baltimore, MD 21209
410-602-2883

Andrew Slutkin 5,000 70 6,250
40 Stridesham Ct.
Baltimore, MD 21209-5301
410-484-7006

SupraFin, Inc. 247,267 55 309,083.75
19 Hillsyde Court
Cockeysville, MD 21030

Richard Swartz 18,667 84 23,333.75
1104 Harrinton Rd
Baltimore, MD 21210

Technology Ventures, LLC 16,667 82 20,833.75
Matt Schilowitz
Box 549
Speonk, NY 11972

Roger W. & Catherine G. Titus 5,000 74 6,250
8616 Fenway Drive
Bethesda, MD 20814

Wallbrook Mill & Lumber Co., Inc. 5,000 78 6,250
Profit Sharing Plan and Trust
2636 W. North Ave
Baltimore, MD 21216

Donald P. & Jean Welsh 20,000 72 25,000
21 Hickory Knoll Court
Lutherville, MD 21093

Jack Wladyka 10,000 73 12,500
313-93 Lombard Ave.
Winnipeg, MB, Canada R3B3B1
204-943-7672

Aaron Young 30,000 25 37,500
6037 Hollins Avenue
Baltimore, MD 21210
410-377-2886

YR Holdings Family
Limited Partnership 100,000 46 125,000
Aaron Young
1802 Reisterstown Road
Baltimore, MD 21208
410-484-8900

Elliot Zulver & Sally B. Gold 5,000 79 6,250
157 W. Lanvale St.
Baltimore, MD 21217

SCHEDULE 5.2(k) TO THE STOCK EXCHANGE AGREEMENT

None

SCHEDULE 5.2(l)(i) TO THE STOCK EXCHANGE AGREEMENT

None