SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of September 16,1999 is among FUSION NETWORKS, INC., a Delaware corporation ("Fusion"), IDM ENVIRONMENTAL CORP., a New Jersey corporation...

                SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS  SECOND  AMENDMENT  TO  AGREEMENT  AND  PLAN OF  MERGER,  dated  as of
September  16,1999  is among  FUSION  NETWORKS,  INC.,  a  Delaware  corporation
("Fusion"),   IDM  ENVIRONMENTAL   CORP.,  a  New  Jersey  corporation  ("IDM"),
IDM/FUSION  HOLDINGS,  INC.,  a Delaware  corporation  ("Parent"),  and  IDM/FNI
ACQUISITION  CORPORATION,  a  Delaware  corporation  and a direct  wholly  owned
subsidiary of Parent (the "Merger Subsidiary").

     WHEREAS,  the parties  hereto  entered into an Agreement and Plan of Merger
dated August 18, 1999 (the  "Agreement")  and a First Amendment to Agreement and
Plan of Merger dated August 30, 1999 (the "First Amendment").  Capitalized terms
used and not  otherwise  defined  herein shall have the meaning set forth in the
Agreement.

     WHEREAS,  the parties hereto desire to amend the Agreement in the following
respects.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto agree as follow:

     1.  Amendment of Section  6.2.  Section  6.2(b) of the  Agreement is hereby
deleted in its entirety.

     2. Amendment to Section 6.6.  Section 6.6 of the Agreement is amended to an
increase in the post-closing board of directors from five persons to six persons
and the  reference  appearing  therein  to  "decrease  the size of its  board of
directors to five  persons" is hereby  deleted and replaced  with  "increase the
size of its board of directors to six persons."

     3.  Ratification of Remaining  Terms.  Except as amended hereby,  all other
terms of the  Agreement  and First  Amendment  shall  remain  in full  force and
effect.

     IN WITNESS  WHEREOF,  each of the parties has caused this  Amendment  to be
executed on its behalf on the day and year first above written.

IDM ENVIRONMENTAL CORP.                    IDM/FNI ACQUISITION CORPORATION

By:   /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇                    By:   /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇                        Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:President and                        Title:President and
      Chief Executive Officer                    Chief Executive Officer

IDM/FUSION HOLDINGS, INC.                  FUSION NETWORKS, INC.

By:   /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇                    By:  /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇                        Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:President and                        Title:President and
      Chief Executive Officer                    Chief Executive Officer