AGREEMENT AND PLAN OF MERGER



     This  AGREEMENT AND PLAN OF MERGER  ("AGREEMENT")  is made and entered into

this 23rd day of  October,  2001,  by and among Sales  Online  Direct,  Inc.,  a

Delaware  corporation  ("Buyer"),  ROTMAN  collectibles,  inc., a  Massachusetts

corporation ("SELLER"), and leslie ROTMAN ("STOCKHOLDER").



                                    RECITALS



     WHEREAS, Buyer engages in the business of selling collectibles;



     WHEREAS, Seller engages in the movie poster business (the "Business");



     WHEREAS,  Stockholder  is the sole owner of all the issued and  outstanding

securities of Seller,  and is a creditor of Seller  consistent with a Promissory

Note dated September 10, 2001,  secured by an all assets  Security  Agreement of

even date (collectively, the "Obligations");



     WHEREAS,  the Board of Directors of each of Buyer and Seller has determined

it to be in their  respective  best interests for Buyer,  and a subsidiary to be

formed by Buyer  ("Buyer's  Sub") to acquire Seller in accordance with the terms

and conditions hereinafter set forth; and



     WHEREAS,  it is intended that such  acquisition  qualify for federal income

tax  purposes  as a  reorganization  within the  meaning  of Section  368 of the

Internal Revenue Code of 1986, as amended;



     NOW THEREFORE,  for and in consideration of the foregoing  recitals,  which

shall be deemed a substantive  part of this Agreement,  and the mutual covenants

and agreements contained herein, and other good and valuable consideration,  the

receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby

agree as follows:



I.   MERGER



     1.1. The  Transaction.  Subject to each and all of the terms and conditions

of this  Agreement,  at the  Effective  Time (as defined in Section  1.3) Seller

shall be merged with and into Buyer's Sub and the separate  corporate  existence

of  Seller  shall  thereupon  cease  (the  "Merger").  Buyer's  Sub shall be the

surviving  corporation (the "Surviving  Corporation") in the Merger and shall be

governed by the laws of the State of Delaware.  The separate corporate existence

of  Buyer's  Sub with all of its  rights,  privileges,  immunities,  powers  and

franchises  shall  continue,  and  Buyer's  Sub  shall  succeed,  without  other

transfer,  to all of the rights and properties of Seller and shall be subject to

all of the debts and  liabilities  of Seller.  The Merger shall have the effects

specified in the Delaware General Corporation Law (the "DGCL") and Massachusetts

Business Corporation Law ("MBCL").



     1.2. Closing. The closing of the Merger contemplated hereby (the "Closing")

shall take place at 10:00 a.m.,  local time,  on November 7, 2001 (the  "Closing

Date") at the offices of Buyer, 4 Brussels Street, Worcester,  Massachusetts, or

at such other time, date or place as Buyer and Seller may mutually agree upon in

writing; provided,  however, that prior to the Closing, all of the conditions in

Sections 5 and 6 of this Agreement  shall have been satisfied or waived,  as the

case may be.



     1.3. Articles of Merger;  Effective Time. As soon as practicable  following

the  Closing,  Articles of Merger in the form or forms  required by the DGCL and

MBCL (the "Articles of Merger") shall be promptly filed and recorded by Buyer in

accordance with the DGCL and MBCL. The Merger shall thereupon  become  effective

at the time and date of such filing or at such date and time otherwise specified

in the  Articles  of Merger,  and such time is  hereinafter  referred  to as the

"Effective Time".



     1.4.  Surviving  Corporation.  The Articles of  Organization  and Bylaws of

Buyer's Sub shall be the Articles of  Organization  and Bylaws of the  Surviving

Corporation.  The  directors  and officers of Buyer's Sub shall be the directors

and officers of the Surviving  Corporation,  and Buyer's Sub shall agree that it

may be sued in the



<PAGE>



Commonwealth  of  Massachusetts  for any  prior  obligation  of  Seller  and any

obligation  thereafter  incurred by the  Surviving  Corporation,  including  any

obligation  created by Section 85 of the MBCL, so long as any liability  remains

outstanding  against Seller in the  Commonwealth of  Massachusetts.  Buyer's Sub

shall   irrevocably   appoint  the  State  Secretary  of  the   Commonwealth  of

Massachusetts  as its agent to accept  service  of process in any action for the

enforcement  of any such  obligation,  including  taxes,  in the same  manner as

provided in Chapter 181 of the General Laws of Massachusetts.



     1.5. Consideration.



     (a) In consideration for the Merger, and the Stockholder releasing the lien

against Seller's assets and discharge of the Obligations,  Buyer shall issue and

deliver  to  Stockholder  100 shares of common  stock of Buyer,  $.001 par value

("Common Stock"),  and a Six Percent (6%) Convertible  Promissory Note, the form

of which is  attached as Exhibit A (the  "Note"),  which may be  converted  into

shares of Common Stock (collectively, the "Securities"), or, payable in cash, in

the event that Common Stock is not available  for  issuance,  upon the terms and

conditions  hereof and upon the terms and conditions in the Note. The total face

amount of the Note to be issued  by Buyer  (the  "Face  Value")  is One  Million

Dollars ($1,000,000), all in accordance with the terms of this Agreement and the

Note,  based on the  Appraised  Value (as  hereinafter  defined) of the Tangible

Assets (as defined in Section 2.17).



     (b) The "Appraised  Value" shall mean the appraised  wholesale value of the

Tangible  Assets based on an appraisal  conducted  by an  independent  appraiser

prior to the Closing and within 90 days from the date of this Agreement.



     (c)  Contemporaneously  with the execution and delivery of this  Agreement,

the  parties  hereto  are  executing  a  Registration   Rights   Agreement  (the

"Registration  Rights  Agreement")  substantially in the form attached hereto as

Exhibit B pursuant  to which  Buyer has agreed to provide  certain  registration

rights  under the  Securities  Act of 1933,  as amended,  and  applicable  state

securities laws, and the rules and regulations promulgated thereunder (the "1933

Act").



     (d) To secure  payment of the Note, the parties shall enter into a Security

Agreement at Closing substantially in the form attached hereto as Exhibit C.



     1.6  Delivery of Consideration.



     (a) Buyer shall issue and deliver to Stockholder the Note  immediately upon

Closing.



     (b) Subject to Buyer's obligations pursuant to Section 1.5(d),  Stockholder

acknowledges that the Note and any shares of Common Stock convertible thereunder

(the "Securities") are not registered under the 1933 Act or any state securities

laws,  and may not be offered for sale,  sold,  assigned or  transferred  unless

registered thereunder or Stockholder shall have delivered to Buyer an opinion by

counsel  reasonably   satisfactory  to  Buyer,  in  form,  scope  and  substance

reasonably  satisfactory to Buyer, to the effect that the Securities to be sold,

assigned or  transferred  may be sold,  assigned or  transferred  pursuant to an

exemption from such registration. Stockholder further acknowledges that any sale

of the  Securities  made in reliance on Rule 144 (or any amendment or applicable

rule which operates to replace Rule 144),  promulgated under the 1933 Act ("Rule

144") may be made only in accordance with the terms of Rule 144 and further,  if

Rule 144 is not applicable,  any resale of the Securities under circumstances in

which Stockholder (or the person through whom the sale is made) may be deemed to

be an  underwriter  (as  that  term is  defined  in the 1933  Act)  may  require

compliance  with  some  other  exemption  under  the 1933 Act or the  rules  and

regulations thereunder and applicable state securities laws.



     (c) Unless and until the  Securities  have been  registered  under the 1933

Act, the stock certificates  representing the Securities will bear a restrictive

legend (the "Legend") in substantially the following form:



THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933,  AS AMENDED  (THE  "ACT"),  OR  APPLICABLE  STATE  SECURITIES  LAWS

(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND



<PAGE>



MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF

EITHER (I) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER THE

LAWS,  OR (II) AN OPINION OF COUNSEL  PROVIDED TO THE ISSUER IN FORM,  SUBSTANCE

AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS

NOT REQUIRED  UNDER THE LAWS DUE TO AN AVAILABLE  EXCEPTION TO OR EXEMPTION FROM

THE REGISTRATION REQUIREMENTS OF THE LAWS.



The Legend  shall be removed and Buyer shall issue a  certificate  without  such

Legend to the holder of any certificate  evidencing the Securities upon which it

is stamped,  and a certificate  for the  Securities  shall be originally  issued

without the Legend,  if, unless otherwise required by state securities laws, (x)

the sale of such Securities is registered under the 1933 Act, or (y) such holder

provides Buyer with an opinion by counsel reasonably satisfactory to Buyer, that

is in form, substance and scope reasonably  satisfactory to Buyer, to the effect

that  a  public  sale  or  transfer  of  such  Securities  may be  made  without

registration  under the 1933 Act.  In the event the Legend is  removed  from any

certificate  evidencing  any the  Securities or any  certificate  evidencing any

Securities is issued without the Legend and thereafter  the  effectiveness  of a

registration  statement  covering  the sale of such  Securities  is suspended or

Buyer  determines  that  a  supplement  or  amendment  thereto  is  required  by

applicable securities laws, then upon reasonable advance notice to the holder of

such  Securities,  Buyer shall be entitled to require  that the Legend be placed

upon any  certificate  evidencing  such  Securities  which  cannot  then be sold

pursuant to an effective  registration  statement or an available exemption from

registration or with respect to which the opinion referred to in clause (y) next

above has not been rendered,  which Legend shall be removed when such Securities

may be sold  pursuant to an  effective  registration  statement  or an available

exemption from  registration  (or such holder  provides the opinion with respect

thereto described in clause (y) next above).



2.   REPRESENTATIONS  AND  WARRANTIES  OF SELLER  AND  STOCKHOLDER.  Seller  and

Stockholder hereby jointly and severally represent, warrant and agree, as of the

date hereof and as of the Closing Date, as follows:



     2.1.  Ownership  of  Securities  of Seller.  Stockholder  is the record and

beneficial  owner  of all of the  issued  and  outstanding  common  stock of the

Seller,  and the 6% Convertible  Promissory Note of Seller set forth as Schedule

2.1. Stockholder owns all such shares beneficially and of record, free and clear

of any and all liens, claims,  pledges,  security interests,  preemptive rights,

rights of first refusal,  encumbrances,  or  restrictions of any kind whatsoever

(collectively,  the "Liens").  Stockholder  holds the 6% Convertible  Promissory

Note of Seller free and clear of any and all Liens.  Stockholder  is not a party

to or bound by any options,  calls,  contracts,  or commitments of any character

relating to any issued or unissued stock or any other equity  security issued or

to be issued by Seller.



     2.2.  Capitalization.  The  authorized  common stock of Seller  consists of

15,000  shares  of  common  stock,  no par  value,  of which  1,000  shares  are

outstanding,  plus a 6% Convertible Promissory Note. All such outstanding shares

are duly authorized,  validly issued,  fully paid and nonassessable,  and the 6%

Convertible Promissory Note is duly authorized.



     2.3.  Outstanding Options or Warrants.  There are no outstanding options or

warrants to acquire  stock of Seller,  and except for this  Agreement and the 6%

Convertible  Promissory  Note,  no other  agreements  or rights to  purchase  or

otherwise  acquire,  or securities  convertible  into, any shares of the capital

stock of Seller.



     2.4.  Organization  and Authority of Seller.  Seller is a corporation  duly

organized,  validly  existing  and  in  good  standing  under  the  laws  of the

Commonwealth  of  Massachusetts  and is duly qualified and in good standing as a

foreign  corporation in all  jurisdictions  in which Seller is required to be so

qualified.   Seller  has  no  direct  or  indirect  wholly  or  partially  owned

subsidiaries.



     2.5.  Power and  Authority.  Seller and  Stockholder  have the absolute and

unrestricted  right,  power,  authority and capacity to execute and deliver this

Agreement, and to perform the obligations hereunder. The execution, delivery and

performance  of this  Agreement  have been duly  authorized by Seller's Board of

Directors.  The  Agreement  has been duly and validly  executed and delivered by

Seller and  Stockholder  and  (assuming  the due  authorization,  execution  and

delivery thereof by Buyer) constitutes the legal,  valid and binding,  joint and

several,  obligation of Seller and Stockholder,  enforceable  against Seller and

Stockholder   in  accordance   with  its  terms,   except



<PAGE>



to the extent  that  enforceability  may be limited  by  applicable  bankruptcy,

insolvency  or similar  laws  affecting  the  enforcement  of  creditors  rights

generally and subject to general principles of equity.



     2.6. No Violations.  The execution and delivery of this Agreement by Seller

and Stockholder, and the consummation of the transactions contemplated hereunder

by Seller and Stockholder will not (i) violate any existing provision of any law

or  violate  any  existing  term or  provision  of any  order,  writ,  judgment,

injunction or decree of any court, governmental department,  commission,  board,

agency  or  instrumentality  applicable  to  Seller  or  Stockholder,  or  their

properties or assets; (ii) conflict with or violate any of the terms, conditions

or   provisions   of  the  Articles  of   Organization,   Bylaws  or  any  other

organizational  documents of Seller; (iii) violate,  result in any breach of, or

constitute a default (or give rise to any right of termination,  cancellation or

acceleration)  under any  contract,  agreement,  indenture,  mortgage or deed of

trust, security agreement,  license, instrument or obligation to which Seller or

Stockholder is a party or by which any are bound; or (iv) result in the creation

or imposition of any Liens upon Seller or Stockholder or any of their properties

or assets.



     2.7. No Consent.  Seller has the  absolute  and  unrestricted  legal right,

power and  authority  to enter into this  Agreement  and,  upon  approval of the

Merger by Stockholder,  as the only stockholder of Seller, Seller shall have the

absolute and  unrestricted  legal right,  power and authority to consummate  the

transactions contemplated hereby. No consent, approval, authorization, permit or

order or action of, or filing with,  any court,  administrative  agency or other

governmental   or  regulatory   body  or  authority   applicable  to  Seller  or

Stockholder, is required for (i) the execution and delivery of this Agreement by

Seller and  Stockholder  and (ii) the  consummation by Seller and Stockholder of

the transactions provided for herein.



     2.8.  Liabilities.  Except for the liabilities and obligations set forth on

the Balance Sheet, as defined in Section 2.18, and  liabilities  incurred in the

ordinary  course of business  between  September  30, 2001 and the Closing,  and

liabilities  and  obligations  for which Seller will be covered  under  Seller's

policies of insurance,  Seller does not have any  liabilities  or obligations of

any nature (whether absolute, accrued, fixed, contingent,  vicarious, secured or

unsecured,  known or unknown or due or to become  due),  and neither  Seller nor

Stockholder  knows,  and does not have any  reasonable  grounds to know,  of any

basis for the assertion against Seller of any material liability,  obligation or

claim.



     2.9.  Real  Property.  Seller  does not own and has never  owned fee simple

interest in real property.



     2.10. Leases.  Seller is not and has never been a party to any lease of any

real or personal property.



     2.11. Accounts Receivable. Any and all accounts receivable, as set forth on

the Balance Sheet, (a) represent arm's-length  transactions actually made in the

ordinary  course of business,  (b) are  collectible  in the  ordinary  course of

business,  and (c) to the knowledge of Stockholder and Seller, are subject to no

counterclaim or setoff and are not in dispute.



     2.12.  Contracts.  A list  and  copy  of  all  contracts,  commitments  and

agreements to which Seller is a party is attached as Schedule  2.12.  All of the

contracts,  commitments  or agreements  (the  "Contracts")  to which Seller is a

party or is bound, whether written or oral and whether or not listed on Schedule

2.12 are valid,  binding and enforceable by Seller against the other  party(ies)

thereto, in accordance with the terms thereof, and have been fully complied with

by all of the  parties  thereto,  and none of the  parties  thereto is in breach

thereof or in default  thereunder,  nor has any event occurred  which,  with the

lapse of time, notice or election,  may become a breach or default by any of the

parties  thereunder.  All payments required to be made pursuant to the Contracts

have been paid in full. Upon conclusion of the transactions contemplated by this

Agreement,  Buyer's  Sub shall  have and  succeed in all of the rights of Seller

under the Contracts.



     2.13. Taxes. Seller has, as appropriate,  timely filed, or will timely file

when due, all federal,  state,  and local tax returns and reports required to be

filed by Seller with respect to all periods  ending before the Closing Date, all

of which  returns  are or will be true and  correct  in all  material  respects,

except  where the failure to timely file such returns and reports has no adverse

effect. No tax elections have been made, and, no tax elections shall be made for

any period after December 31, 2000 that could affect  Seller's tax liability for

any period after  Closing.  For all periods  ending  prior to the Closing  Date,

Seller has timely paid, or will timely pay when due, all federal,  state,  local



<PAGE>



and foreign taxes (and all interest,  penalties or additions to tax thereon,  if

any),  including,  without limitation,  all income,  franchise,  transfer,  real

property,  unemployment,  withholding,  occupation, gross receipts, value added,

excise and  estimated  taxes  required to be paid or  collected.  Seller has not

granted any unexpired  waiver of  restrictions  on assessment or  collections of

taxes or extension of any statute of limitation in connection with or in respect

of the  examination  of any  federal,  state,  local or  foreign  tax  return or

liability of Seller. All taxes that Seller is or was required by law to withhold

or collect  have been duly  withheld or collected  and, to the extent  required,

have  been  paid  to the  proper  governmental  body  or  person.  There  are no

proceedings  or actions  pending for the  assessment or collection of additional

federal,  state,  or local  taxes  and  there  are no  outstanding  deficiencies

formally  asserted by the Internal Revenue Service or any state, or local taxing

authority against Seller.



     2.14. Litigation. There is no litigation, proceeding, investigation, claim,

administrative  or regulatory  proceeding,  complaint or accusation,  pending in

court or before any governmental,  regulatory or administrative board, agency or

commission, or any arbitration pending against Seller or against any employee or

agent of Seller; and there is no litigation, proceeding,  investigation,  claim,

complaint,  or  accusation,  formal  or  informal,  or  arbitration  pending  or

threatened  or any  contingent  liability  which would give rise to any right of

indemnification  or similar  right on the part of any past or present  director,

officer, employee or agent of Seller.



     2.15.  Compliance  with Law. To the  knowledge  of Seller and  Stockholder,

Seller and all officers,  directors, and agents of Seller have complied with all

applicable laws, rules,  regulations and other legal requirements;  and, without

limiting the  generality of the  foregoing,  (i) there is not pending or, to the

knowledge  of  Stockholder  or  Seller,  threatened,  any  notification  of  any

governmental  or  regulatory  body,  agency or  authority  that Seller is not in

compliance in all material respects with any and all applicable federal,  state,

regional,   county,  local  or  foreign  laws,  statutes,   rules,  regulations,

ordinances,  decrees,  directives or orders concerning public health,  safety or

the  environment  now  existing  and  regulations   respecting   employment  and

employment practices,  occupational safety and health laws and regulations,  and

(ii)  neither  Stockholder  nor Seller have  received any  notification  of past

violations of such laws or regulations that can reasonably be expected to result

in future claims against  Seller,  and Stockholder and Seller do not know, or do

not have any reasonable ground to know, of any basis therefor.



     2.16.  Insurance.  Seller  presently  carries or causes to be  carried  all

insurance coverage against such casualties, risks and contingencies, and in such

amounts,  types and forms (including without limitation  fidelity bonds), as are

customarily carried by corporations  engaged in the businesses and activities in

which  Seller is engaged and which is for the  operations  and assets of Seller.

All of the  insurance  coverage  described in Schedule 2.16 is in full force and

effect and is fully paid as to all premiums  heretofore  billed or due.  Neither

Stockholder nor Seller have received any notification of the cancellation of any

such  policies  or that any such  policies  will not be  renewed.  There  are no

claims,  demands  or  offsets  that  would tend to impair the full value of said

insurance  policies.  Schedule 2.16 contains a complete list of all the policies

of insurance  that Seller  carries.  All such  policies of  insurance  listed on

Schedule  2.16 shall  continue  to be in full force and effect and  Buyer's  Sub

shall succeed in all of Seller rights under such policies of insurance after the

conclusion of the transactions contemplated by this Agreement.



     2.17. Title to Assets.  The tangible assets and personal  property owned by

Seller  include,  without  limitation,  the items  listed on Schedule  2.17 (the

"Tangible  Assets").  The assets  reflected on the Balance Sheet, as hereinafter

defined,  are all of the assets of Seller  used by Seller in the  conduct of its

business,  Seller  has good and  marketable  title  to all of their  assets.  At

Closing,  all of the assets  owned by Seller  shall be free and clear of any and

all Liens,  and all of the Tangible  Assets will be in good operating  condition

and repair, free from defects.



     2.18.  Balance Sheet.  Seller has  previously  delivered a Balance Sheet of

Seller as of  September  30,  2001 (the  "Balance  Sheet").  The  Balance  Sheet

presents fairly the financial position of Seller at September 30, 2001.



     2.19. No Material  Adverse  Change.  Since September 30, 2001 there has not

been:



          (a) any  change in the  business,  financial  condition  or results of

operations  of Seller  which has had or could  reasonable  be expected to have a

material  adverse  effect on  Seller  taken as a whole,  except in the  ordinary

course of the  Business  (including  claims  under any  policy of  insurance  or

reinsurance);



<PAGE>



          (b) any damage, destruction or other casualty loss with respect to the

Tangible  Assets or other  assets or  property  owned by Seller  (whether or not

covered by  insurance)  which has had or could  reasonably be expected to have a

material adverse effect;



          (c) any  transaction  or  commitment  made by Seller  relating  to its

assets or business  (including the acquisition or disposition of any substantial

assets)  material  to  Seller  taken  as a whole  other  than  transactions  and

commitments in the ordinary course of business  consistent with past practice or

those contemplated by this Agreement;



          (d) any change in any method of accounting  or accounting  practice by

Seller;



          (e)  any  incurrence,   assumption  or  guarantee  by  Seller  of  any

indebtedness for borrowed money;



          (f) any Lien  created  or  assumed by Seller on any asset of Seller to

secure indebtedness for borrowed money;



          (g) any  change in the  number of  shares of  capital  stock of Seller

issued and outstanding.



     2.20. Employee Benefit Plans. Seller does not have, nor has it ever been, a

party to, a sponsor of, or a  contributor  to (i) any employee  pension  benefit

plan (as defined in Section 3(2) of the Employee  Retirement Income Security Act

of 1974 ("ERISA")) (a "Retirement Plan"), (ii) any employee welfare benefit plan

(as  defined in Section  3(1) of ERISA) (a "Welfare  Plan"),  or (iii) any plan,

contract,  program,  practice, or arrangement (written or unwritten) under which

benefits may be provided to one or more employees or former employees (an "Other

Plan").  All  Retirement  Plans,  Welfare Plans and Other Plans are  hereinafter

collectively  referred to as "Employee  Benefit Plans." The assets of Seller are

not subject to any Liens under ERISA or the Internal  Revenue Code, and no event

has  occurred,  and no condition  exists,  which could  subject  Seller or their

assets to a future  liability,  obligation or lien on account of any  Controlled

Group Benefit Plan. For purposes of this subsection,  a Controlled Group Benefit

Plan means any  Employee  Benefit Plan which  Seller or any  affiliated  entity,

within the meaning of Section  414(b),  (c), (m) or (o) of the Internal  Revenue

Code,  maintains or at any time maintained,  or to which Seller or any Affiliate

has at any time contributed or been obligated to contribute.



     2.21.  Employees.  Seller  does  not  have,  and has  never  had,  any paid

employees.



     2.22. Consultants. Seller does not have any formal or informal arrangement,

contract or  understanding  with any  consultant  whose  current  annual rate of

compensation exceeds $10,000.



     2.23.  Corporate  Documents.  On or before ten days before Closing,  Seller

shall deliver to Buyer true and complete copies of the Articles of Organization,

Bylaws, share registers, minute books and all other books and records of Seller.

All such documents are correct and complete,  have been maintained in accordance

with the laws of the Commonwealth of  Massachusetts  and in accordance with good

business practices,  and accurately reflect all material transactions  involving

the businesses and affairs of Seller.



     2.24.  Corporate Name and Logo. To the knowledge of Seller and Stockholder,

Seller's  use of its name and Seller's use of any logo or mark is and has at all

times been in compliance  with all  applicable  federal and state  statutory and

common laws, rules, rights of third parties and regulations. To the knowledge of

Stockholder and Seller,  Seller is not infringing or otherwise  acting adversely

to the  right  of any  person  under  or in  respect  to  any  patent,  license,

trademark,  trade name, service mark,  copyright or similar intangible right and

there is no claim for damages or any  proceeding  pending or threatened  against

Seller, with respect thereto.

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