AGREEMENT AND PLAN OF MERGER ____________________________________

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Exhibit 2.1

___________________________________________

AGREEMENT AND PLAN OF MERGER
____________________________________

Among

OPTIONS TALENT GROUP

TRANS CONTINENTAL ACQUISITION CORP.

TRANS CONTINENTAL CLASSICS, INC.

and

THE OTHER PARTIES NAMED HEREIN

September 5, 2002

TABLE OF CONTENTS

		Page
ARTICLE 1 Definitions
1.1	Defined Terms	1
1.2	Other Definitional and Interpretive Provisions	4
ARTICLE 2 Merger
2.1	The Merger	4
2.2	Effective Time	4
2.3	Effects of the Merger	5
2.4	Charter and Bylaws	5
2.5	Directors	5
2.6	Officers	5
2.7	Effect on Capital Stock	5
2.8	Exchange of Certificates	6
2.9	Closing; Deliveries	6
ARTICLE 3 Representations and Warranties of the Buyer
3.1	Organization and Standing	7
3.2	Authority, Enforceability	7
3.3	Non-Contravention	8
3.4	Consents and Approvals	8
3.5	Capitalization of Buyer and Acquisition Sub	8
3.6	Issuance	8
3.7	Brokers	8
3.8	Interests in Third Parties	8
3.9	Financial Statements	9
3.10	No Title To Real Estate	9
3.11	Personal Property	9
3.12	Compensation of Other Obligations	9
3.13	Outstanding Material Agreements	10
3.14	No Change in Material Obligations	10
3.15	Tax Returns and Status	11
3.16	No Undisclosed Assets or Liabilities	12
ARTICLE 4 Representations and Warranties of the Company
4.1	Organization and Standing	12
4.2	Authority, Enforceability	12
4.3	Non-Contravention	12
4.4	Consents and Approvals	13
4.5	Capitalization of Company	13
4.6	Brokers	13
4.7	No Liabilities	13

ARTICLE 5 Representations and Warranties of the Stockholders
5.1	Authority; Authorization	13
5.2	Ownership of Shares	14
5.3	Enforceability	14
5.4	Non-Contravention	14
5.5	Consents and Approvals	14
5.6	Securities Matters	14
ARTICLE 6 Pre-Closing Covenants
6.1	Name Change	16
6.2	Trading Symbol	16
6.3	Board of Directors and Advisory Board	17
6.4	Chairman of the Board	18
6.5	Other Officers	19
6.6	Fairness Opinion	19
6.7	Reverse Stock Split; Conversion of Series C Preferred	19
6.8	Future Private Capital Raises	20
6.9	Series C Holders Standstill	20
ARTICLE 7 Conditions to Closing
7.1	Conditions to Buyer's and Acquisition Sub's Obligations	20
7.2	Conditions to Obligations of the Stockholders and the Company	21
ARTICLE 8 Additional Agreements
8.1	Further Assurances	22
8.2	Publicity	22
8.3	Transfer of Buyer Stock	23
ARTICLE 9 Remedies for Breach of this Agreement
9.1	Survival of Representations and Warranties	23
9.2	Indemnification	23
ARTICLE 10 [Reserved]
ARTICLE 11 Miscellaneous
11.1	Notices	24
11.2	Entire Agreement	25
11.3	Benefits; Binding Effect; Assignment	25
11.4	Waiver	25
11.5	No Third Party Beneficiary	25
11.6	Severability	25
11.7	Expenses	25
11.8	Section Headings	25
11.9	Counterparts	25
11.10	Governing Law; Waiver of Jury Trial	26
11.11	Survival	26
11.12	Construction; Counsel	26

EXHIBITS
EXHIBIT A		Stockholder Information
EXHIBIT B		Form of First Amendment to Consulting Agreement of Madison Consulting Company
EXHIBIT C		Form of First Amendment to Consulting Agreement of General Services Corp.
EXHIBIT D		Form of First Amendment to Consulting Agreement of Corporate Media Services, Inc.
EXHIBIT E		Form of First Amendment to Employment Agreement of ▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT F		Form of Employment Agreement of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
EXHIBIT G		Form of Employment Agreement of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
EXHIBIT H		Form of Side Letter Agreement
EXHIBIT I		Form of Lock-up and Escrow Agreement
EXHIBIT J		Form of License Agreement
SCHEDULES
Schedule 3.3		Non-Contravention
Schedule 3.4		Consents and Approvals
Schedule 3.8		Interest in Third Parties
Schedule 3.9		Financial Statements
Schedule 3.10		Leased Real Property
Schedule 3.11		Liens on Personal Property
Schedule 3.12		Compensation of Other Obligations
Schedule 3.13		Certain Contracts and Agreements
Schedule 3.14		Certain Material Obligations
Schedule 3.15		Tax Returns and Status
Schedule 3.16		Undisclosed Assets and Material Liabilities
Schedule 4.3		Non-Contravention
Schedule 4.4		Consents and Approvals
Schedule 4.7		Liabilities
Schedule 5.4		Non-Contravention
Schedule 5.5		Consents and Approvals

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the 5^th day of September, 2002, by and among (i) Options Talent Group, a Nevada corporation (the "Buyer"), (ii) Trans Continental Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Buyer ("Acquisition Sub"), (iii) Trans Continental Classics, Inc., a Nevada corporation (the "Company"), (iv) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (together the "Stockholders" and each a "Stockholder"), and (v) each of the individuals and entities listed on the signature pages to this Agreement under the caption "Series C Holders" (collectively the "Series C Holders" and each a "Series C Holder"). Buyer, Acquisition Sub, the Company, the Stockholders and the Series C Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

R E C I T A L S

A. The Boards of Directors of Buyer and Acquisition Sub deem it advisable and in the best interest of said corporations and their respective stockholders that Acquisition Sub merge (the "Merger") with and into the Company as provided herein and have approved and adopted the form, terms and provisions of this Agreement and the Merger.

B. The Board of Directors of the Company deems the Merger advisable and in the best interest of said corporation and its stockholders and the Board of Directors and stockholders of the Company have approved and adopted the form, terms and provisions of this Agreement and the Merger.

In consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein, the Parties agree as follows:

ARTICLE 1
Definitions

1.1 Defined Terms. In addition to terms defined elsewhere in this Agreement, the following terms when utilized in this Agreement, unless the context otherwise requires, shall have the meanings indicated, which meanings shall be equally applicable to both the singular and plural forms of such terms:

"Acquisition Sub" has the meaning ascribed to such term in the preamble to this Agreement.

"Additional Share Distribution Date" has the meaning ascribed to such term in Section 2.7.3 hereof.

"Affiliate" with respect to any Person means any Person (a "Controlling Person") which, directly or indirectly, through one or more intermediaries, controls the subject Person or any Person which is controlled by or is under common control with a Controlling Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by" and "under common control with"), with respect to any Person, means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

"Agreement" means this Agreement and Plan of Merger together with all exhibits and schedules contemplated hereby.

"Authority" means any federal, state, or local governmental regulatory agency, commission, bureau, authority, court or arbitration tribunal.

"Buyer" has the meaning ascribed to such term in the Preamble to this Agreement.

"Buyer Balance Sheet" has the meaning ascribed to such term in Section 3.9 hereof.

"Buyer Stock" means the common stock, par value $0.001 per share, of Buyer.

"bylaws" has the meaning ascribed to such term within the definition of "Charter" hereunder.

"Certificate of Merger" has the meaning ascribed to such term in Section 2.2 hereof.

"Certificate of Designations" has the meaning ascribed to such term in Section 6.3.1(h) hereof.

"Certificates" has the meaning ascribed to such term in Section 2.9.1 hereof.

"Charter" and "bylaws," respectively, mean with respect to any corporation, those instruments that, among other things, (i) define its existence, as filed or recorded with the applicable Authority, including, without limitation, such corporation's Articles or Certificate of Incorporation, Organization or Association, and (ii) otherwise govern its internal affairs, in each case as amended, supplemented, or restated.

"Closing" has the meaning ascribed to such term in Section 2.9 hereof.

"Closing Date" means September 5, 2002, or such other date as shall be mutually agreed upon by all of the Parties.

"Common Stock" means the common stock of the Company, par value $0.001 per share.

"Company" has the meaning ascribed to such term in the Preamble hereto.

"Controlling Person" as the meaning ascribed to such term under the definition of "Affiliate" in this Definitions section.

"Corporation Law" has the meaning ascribed to such term in Section 2.1 hereof.

"Defense Counsel" has the meaning ascribed to such term in Section 9.2.6 hereof.

"Defense Notice" has the meaning ascribed to such term in Section 9.2.6 hereof.

"Documents" has the meaning ascribed to such term in Section 3.2 hereof.

"Effective Time" has the meaning ascribed to such term in Section 2.2 hereof.

"Exchange Act" has the meaning ascribed to such term in Section 5.6.4 hereof.

"Indemnified Parties" has the meaning ascribed to such term in Section 9.2.6 hereof.

"Indemnifying Parties" has the meaning ascribed to such term in Section 9.2.6 hereof.

"Law" means any law, statute, rule or regulation, and any judgment or order of any Authority.

"License Agreement" has the meaning ascribed to such term in Section 6.4.10 hereof.

"Lien" means any lien, charge, claim, restriction, encumbrance, security interest or pledge of any kind whatsoever.

"Lock-up and Escrow Agreement" has the meaning ascribed to such term in Section 7.1.9 hereof.

"Losses" means all damages (including punitive, consequential, special or indirect damages), costs, obligations, losses, expenses, and fees (including court costs and reasonable attorneys' (excluding in-house attorneys) fees and expenses) that the subject Person may sustain.

"McDonald Employment Agreement" has the meaning ascribed to such term in Section 7.1.8 hereof.

"Merger" has the meaning ascribed to such term in the Recitals hereto.

"Merger Consideration" has the meaning ascribed to such term in Section 2.7.3 hereof.

"▇▇▇▇▇▇▇▇ Employment Agreement" has the meaning ascribed to such term in Section 7.1.8 hereof.

"Person" means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint-stock company, joint venture, trust or government, or any agency or political subdivision of any government.

"Requirement for an Information Statement" has the meaning ascribed to such term in Section 6.1.1 hereof.

"Reverse Stock Split Effective Date" has the meaning ascribed to such term in Section 6.7.1 hereof.

"SEC" means the United States Securities and Exchange Commission.

"Series C Holder" and "Series C Holders" have the meaning ascribed to such terms in the preamble hereto.

"Series C Preferred" has the meaning ascribed to such term in Section 3.5 hereof.

"Side Letter" has the meaning ascribed to such term in Section 7.1.9 hereof.

"Stockholder" and "Stockholders" have the meanings ascribed to such terms in the preamble hereto.

"Surviving Corporation" has the meaning ascribed to such term in Section 2.1 hereof.

"TCTI" means Trans Continental Talent, Inc. f/k/a Options Talent, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer.

"Third Party Claim" has the meaning ascribed to such term in Section 9.2.4.

1.2 Other Definitional and Interpretive Provisions

1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the defined meanings when used in any certificate, report or other document made or delivered pursuant hereto.

1.2.2 The words "hereof," "herein," "hereunder" and "hereto" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE 2
Merger

2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada General Corporation Law (the "Corporation Law"), Acquisition Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Acquisition Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company in accordance with the Corporation Law. At the election of Buyer, any direct or indirect wholly owned subsidiary of Buyer may be substituted for Acquisition Sub as a constituent corporation in the Merger. In such event, the Parties agree to execute an appropriate amendment to this Agreement in order to reflect the foregoing.

2.2 Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the Parties shall file articles of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the Corporation Law and shall make all other filings or recordings required under the Corporation Law.

The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Nevada Secretary of State, or at such other time as Acquisition Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").

2.3 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the Corporation Law.

2.4 Charter and Bylaws. The Charter and bylaws of the Company as in effect immediately prior to the Effective Time shall be the Charter and bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

2.5 Directors. ▇▇▇▇ ▇. ▇▇▇▇▇▇, the sole director of Acquisition Sub immediately prior to the Effective Time shall be the sole director of the Surviving Corporation until the earlier of his resignation or removal or until his respective successors are duly elected and qualified, as the case may be.

2.6 Officers. ▇▇▇▇ ▇. ▇▇▇▇▇▇, the president, treasurer and secretary of Acquisition Sub immediately prior to the Effective Time and such other persons as Buyer shall designate shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

2.7 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the outstanding capital of the Company or Acquisition Sub:

2.7.1 Each issued and outstanding share of common stock of Acquisition Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

2.7.2 Each share of Common Stock that is held in the treasury of the Company shall automatically be canceled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

2.7.3 Each share of Common Stock issued and outstanding (other than shares of Common Stock to be canceled in accordance with Section 2.7.2 hereof) shall be converted into the right to receive from the Buyer (i) as of the Closing Date, 1,162.8 fully paid and non-assessable shares of Buyer Stock (which is determined by dividing 116,280,000 by the number of issued and outstanding shares of Common Stock immediately prior to the Closing Date) and (ii) as of the 5^th calendar day following the Reverse Stock Split Effective Date (such 5^th day, the "Additional Share Distribution Date"), that number of fully paid and non-assessable shares of the Buyer Stock equal to the quotient obtained by dividing (A) the number of shares of Buyer Stock which when added to the aggregate number of shares of Buyer Stock issuable pursuant to Clause (i) of this Section 2.7.3 equals 51% of the fully diluted capital stock of Buyer as of the Closing Date (as adjusted to reflect the effectiveness of the reverse stock split referenced in Section 6.7.1) by (B) the number of shares of Common Stock outstanding immediately prior to the Closing Date ((i) and (ii) collectively, the "Merger Consideration"). Notwithstanding anything herein to the contrary, in no event shall the Merger Consideration equal greater than 51% of the fully-diluted capital stock of Buyer (including the Merger Consideration) as of the Closing Date. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.

2.8 Exchange of Certificates.

2.8.1 At or after the Effective Time, upon receipt of and in exchange for each certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), the holder of such Certificate shall be entitled to receive as of the dates set forth in Section 2.7.3 in exchange therefor the amount of Merger Consideration which the shares of Common Stock (also referred to herein as the "Shares") theretofore represented by such Certificate shall have been converted pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.9.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.7 hereof. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Buyer may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the Shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum and in such form as it may reasonably direct and from such issuer as it may reasonably approve of, as indemnity against any claim that may be made against Buyer or the Surviving Corporation.

2.8.2 All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Section 2.8 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8.

2.9 Closing; Deliveries. Subject to the fulfillment or waiver of the conditions precedent set forth in Article 7 hereof, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., in Orlando, Florida at 9:00 am (local time) on the Closing Date. The Closing Date may be extended by mutual written agreement of the Buyer and the Company. Except as otherwise provided herein, all proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

2.9.1. At or prior to the Closing, the Company and the Stockholders (with respect to subsection (iv) below) shall deliver to Buyer:

(i) the Certificate of Merger, duly executed by the Company;

(ii) the resignations of all the officers and directors of the Company, other than those continuing to serve in such capacities with the Surviving Corporation;

(iii) the stock book, stock ledger, minute books and corporate seal of the Company; and

(iv) the certificates executed by the Company as required by Section 7.1.3 and Section 7.1.5.

2.9.2 At or prior to the Closing, Buyer shall deliver:

(i) to the Stockholders the certificates executed by the Buyer as required by Section 7.2.3 and Section 7.2.5.

2.9.3 At Closing, Buyer shall wire to an account designated in writing by ▇▇▇▇▇▇▇▇▇ Traurig, LLP ("GT") the outstanding fees and expenses of GT as special counsel to Buyer.

ARTICLE 3.
Representations and Warranties of the Buyer

In order to induce the Stockholders and the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer hereby represents and warrants to the Stockholders and the Company as follows:

3.1 Organization and Standing. Each of the Buyer and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Copies of the Charter and bylaws of each of the Buyer and Acquisition Sub and all amendments thereto as in effect on the date hereof have been delivered to the Stockholders and the Company are complete and correct as of the date hereof.

3.2 Authority, Enforceability. The Buyer and the Acquisition Sub each have all requisite corporate power and authority to execute and deliver this Agreement, and the other agreements, instruments, certificates and documents contemplated hereby (each a "Document" and, collectively, the "Documents") to which it is a party, to perform its obligations under each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by each of the Buyer and the Acquisition Sub of this Agreement and each Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer and the Acquisition Sub, respectively. This Agreement and each Document to which the Buyer and/or the Acquisition Sub is a party is, or upon its execution and delivery will be, a valid and binding obligation of the Buyer and/or the Acquisition Sub, as applicable, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

3.3 Non-Contravention. Except as set forth on Schedule 3.3 hereto, neither the execution, delivery or performance by each of the Buyer and the Acquisition Sub of this Agreement or any Document to which either is a party, nor the consummation by each of the Buyer and the Acquisition Sub of the transactions contemplated hereby or thereby, nor compliance by each of the Buyer and the Acquisition Sub with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to the Buyer, Acquisition Sub, or their respective assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Buyer and/or the Acquisition Sub pursuant to, any material instrument or agreement to which the Buyer and/or the Acquisition Sub is a party or by which the Buyer, Acquisition Sub, or their respective properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of the Buyer and/or Acquisition Sub to consummate the transactions contemplated by this Agreement.

3.4 Consents and Approvals. Except as set forth on Schedule 3.4 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by the Buyer and the Acquisition Sub of the transactions contemplated hereby.

3.5 Capitalization of Buyer and Acquisition Sub. Buyer's authorized capital stock consists solely of (i) 500,000,000 shares of Buyer Stock of which 113,919,593 are issued and outstanding, and (ii) 5,000,000 shares of preferred stock designated Series C Convertible Preferred Stock, par value $.001 per share (the "Series C Preferred"), all of which are outstanding. Acquisition Sub's authorized capital stock consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding and held by Buyer. The issued and outstanding shares of capital stock of Buyer and Acquisition Sub were not issued in violation of the preemptive rights of any person or any agreement or Law by which Buyer or Acquisition Sub, as applicable, at the time of issuance was bound.

3.6 Issuance. The Buyer Stock to be delivered by Buyer to the Stockholders hereunder have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully-paid and non-assessable.

3.7 Brokers. The Buyer and the Acquisition Sub have not employed any broker or finder and has not incurred and will not incur any broker's, finder's or similar fees, commissions or expenses payable by the Buyer in connection with the transactions contemplated by this Agreement.

3.8 Interests in Third Parties. Except as set forth on Schedule 3.8, neither the Buyer nor Acquisition Sub owns stock in, or controls, directly or indirectly, any other corporation, association or business organization. Except as set forth on Schedule 3.8, neither the Buyer nor the Acquisition Sub is a party to any joint venture or partnership.

3.9 Financial Statements. Buyer has heretofore furnished Company and Stockholders with complete copies of the audited financial statements of Buyer for the period from inception through July 31, 2001, including a balance sheet as at the end of such period, certified by Cohen, Rutherford, ▇▇▇▇ and ▇▇▇▇▇▇, PC, independent public accountants retained by Buyer. The balance sheet of Buyer for the fiscal period ended April 30, 2002 annexed hereto as Schedule 3.9, is herein referred to as the "Buyer Balance Sheet." Except as set forth on Schedule 3.9, all such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated, reflect all known liabilities of the Buyer, including all known contingent liabilities as of their respective dates, and present fairly the financial condition of Buyer at such dates and the results of operations for the periods then ended.

3.10 No Title To Real Estate. Buyer does not have any ownership interest in, or any fee title to, any real property. Buyer does not have a leasehold interest in any real property, except for real property leased by Buyer as described in and noted in Schedule 3.10.

3.11 Personal Property. Except as noted in Schedule 3.11, Buyer owns or otherwise controls, all of the personal property reflected in the Buyer Balance Sheet and all personal property acquired by Buyer since the date thereof (except such property as has been disposed of in the ordinary course of business) free and clear of any liens, claims, charges, exceptions or encumbrances, except for those, if any, which in the aggregate are not material and which do not materially affect the continued use of such property. Except for inventories and items disposed of in the ordinary course of business, all machinery, tools, equipment and other tangible assets included in determining the net worth of Buyer in the Buyer Balance Sheet currently are used by or useful to Buyer in the ordinary course of business and in the manufacture of the products of Buyer and are in good operating condition and in a state of reasonable maintenance and repair. The inventories included in determining the net worth of Buyer in the Buyer Balance Sheet were in good condition and were not in excess of reasonable requirements, no material item of inventory included therein was valued in excess of its reasonable value, and the finished goods produced by Buyer conform to customary trade standards for marketable goods.

3.12 Compensation of Other Obligations. Attached hereto as Schedule 3.12 is a true and complete list as of the date of this Agreement, setting forth:

(a) The name of each director and officer of Buyer and the offices held by each.

(b) The name of each person (whether an employee of or consultant to the Buyer) whose compensation from the Buyer or any of its affiliates for the period January 1, 2002 to August 23, 2002 equaled or exceeded the rate of $75,000 per year for services rendered, the amount paid or payable to each such person for such services, and the basis therefore, and copies of all written agreements under which each such person is employed or retained as a consultant have been provided to the Company and Stockholders on or prior to the date hereof.

(c) The name of each bank in which the Buyer or any of its affiliates has an account or safe deposit box, the identifying numbers or symbols thereof, and the name of each person authorized to draw thereon or to have access thereto.

(d) The name of each person, if any, holding tax or other powers of attorney from the Buyer, and a summary statement of the terms thereof.

3.13 Outstanding Material Agreements. Buyer has delivered to Company and the Stockholders summaries of all material contracts, obligations and commitments of Buyer. No material default or alleged default exists thereunder, and there are no material agreements of the parties relating to such contracts, obligations and commitments, which have not been disclosed to the Company and the Stockholders. Except as listed in Schedule 3.13, the Buyer is not a party to any written or oral:

(a) Contract not made in the ordinary course of business other than this Agreement.

(b) Employment contract which is not terminable without material cost or other material liability to the Company, or any successor thereof, upon notice of 30 days or less.

(d) Bonus, pension, profit sharing, retirement, stock purchase, hospitalization, insurance or similar plan providing for employee benefits.

(e) Lease with respect to any property, real or personal, whether as lessor or lessee.

(f) Contract for the future purchase of materials, supplies or equipment (i) which is in excess of the current requirements of the business of Buyer now booked or for normal operating inventories, or (ii) which is not terminable without material cost or liability to Buyer, or any successor thereof, upon notice of 30 days or less.

(g) Contract for the performance of service for or by Buyer which is not terminable without material cost or liability to Buyer, or any successor thereof, upon notice of 30 days or less.

(h) Insurance contract.

(i) Contract continuing for a period of more than six months from its date.

(j) Loan agreement or other contract for money borrowed.

3.14 No Change In Material Obligations. Except as set forth in Schedule 3.14, the Buyer has not, since the date of the Buyer Balance Sheet:

(a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except in connection with the performance of this Agreement or which has been disclosed in writing to the Stockholders.

(b) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on

the Buyer Balance Sheet, or (ii) liabilities incurred since the date of the Buyer Balance Sheet in the ordinary course of business.

(c) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of the Buyer since the date of the Buyer Balance Sheet.

(d) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible.

(e) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business.

(f) Disposed of or permitted to lapse any patents, copyrights or trademarks or any patent, copyright or trademark applications material to the operation of its business.

(g) Granted any general or uniform increase in the rates of pay of employees or any substantial increase in salary payable or to become payable by it to any officer, employee, consultant, or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment increased the compensation of any officer, employee, consultant or agent.

(h) Made any declaration, setting aside or payment to its stockholders of any dividend or other distribution in respect of its capital stock, or redeemed or purchased any of its capital stock, or agreed to take any such action unless expressly provided for in this Agreement.

(i) Except for this Agreement, entered into any material transaction other than in the ordinary course of business.

(j) Issued any stocks, bonds or other corporate securities except as specifically described and disclosed to the Company and the Stockholders in this Agreement.

(k) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change in its financial condition, assets, liabilities or business.

3.15 Tax Returns and Status. Except as set forth on Schedule 3.15, Buyer has filed all tax returns required to be filed by it under the laws of the United States, the state of its incorporation and each state in which it is required to do so. Except as set forth on Schedule 3.15, to the extent required, Buyer has paid or set up an adequate reserve in respect of all taxes for the periods covered by such returns. Except as set forth on Schedule 3.15, Buyer does not have any tax liability for which no tax reserve has been made in respect of any jurisdiction in which the Company is required to pay taxes. Except as set forth on Schedule 3.15, the federal income tax returns of Buyer and all of its affiliates have never been audited by the U.S. Internal Revenue Service or any state tax agency, and Buyer has not been notified of any such proposed audit.

3.16. No Undisclosed Assets or Liabilities. Except as set forth on Schedule 3.16 or otherwise disclosed to the Stockholders prior to the date hereof, Buyer has no assets nor any material liabilities of any character whatsoever, whether or not accrued and whether or not determined or determinable (including, without limitation, tax liabilities due or to become due), other than (i) assets and liabilities disclosed in the Buyer Balance Sheet and (ii) liabilities, none of which has been materially adverse to the business or assets of Buyer, incurred in the ordinary course of business subsequent to the date of the Buyer Balance Sheet.

ARTICLE 4
Representations and Warranties of the Company

In order to induce the Buyer to enter into this Agreement, and to consummate the transactions contemplated hereby, the Company hereby represents and warrants to the Buyer as follows.

4.1 Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Copies of the Charter and bylaws of the Company and all amendments thereto as in effect on the date hereof have been delivered to Buyer and are complete and correct as of the date hereof.

4.2 Authority, Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, and the Documents contemplated hereby to which it is a party, to perform its obligations under each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by the Company of this Agreement and each Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and each Document to which the Company is a party of, or upon its execution and delivery will be, a valid and binding obligation of the Company, as applicable, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

4.3 Non-Contravention. Except as set forth on Schedule 4.3 hereto, neither the execution, delivery or performance by the Company of this Agreement or any Document to which it is a party, nor the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to the Company, or its respective assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Company pursuant to, any material instrument or agreement to which the Company is a party or by which the Company, or its respective properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

4.4 Consents and Approvals. Except as set forth on Schedule 4.4 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by the Company of the transactions contemplated hereby.

4.5 Capitalization of Company. The Company's authorized capital stock consists solely of one hundred thousand shares of Common Stock, of which 100,000 shares are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) are held beneficially or of record by the Stockholders as set forth on Exhibit A, and (iii) were not issued in violation of the preemptive rights of any person or any agreement or Law by which the Company at the time of issuance was bound.

4.6 Brokers. The Company has not employed any broker or finder and has not incurred and will not incur any broker's, finder's or similar fees, commissions or expenses payable by the Company or the Stockholders in connection with the transactions contemplated by this Agreement.

4.7 No Liabilities. Except as set forth on Schedule 4.7, the Company has no outstanding obligations, liabilities or contracts or agreements in amounts exceeding $300.00 in each instance or $1,000.00 in the aggregate.

ARTICLE 5
Representations and Warranties of the Stockholders

In order to induce the Buyer to enter into this Agreement, and to consummate the transactions contemplated hereby, each Stockholder, severally and not jointly, represents and warrants to the Buyer as follows:

5.1 Authority; Authorization. Such Stockholder has all requisite corporate, partnership or other (as the case may be) right, power, authority and legal capacity to execute and deliver this Agreement, and the other Documents to which it is a party, to perform its obligations under this Agreement and each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by such Stockholder of this Agreement and each Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or other (as the case may be) action on the part of such Stockholder.

5.2 Ownership of Shares. Such Stockholder owns all of the Shares set forth opposite such Stockholder's name on Exhibit A, free and clear of any Liens (other than restrictions under the Securities Act of 1933, as amended, or under the securities Laws of any state or other jurisdiction).

5.3 Enforceability. This Agreement and each Document to which the Stockholder is a party is, or upon its execution and delivery will be, a valid and binding obligation of the Stockholder, enforceable against such Stockholder in accordance with the terms hereof or thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

5.4 Non-Contravention. Except as set forth on Schedule 5.4 hereto, neither the execution, delivery or performance by such Stockholder of this Agreement or any Document to which such Stockholder is a party, nor the consummation by such Stockholder of the transactions contemplated hereby or thereby, nor compliance by such Stockholder with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to such Stockholder or such Stockholder's assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of such Stockholder pursuant to any instrument or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of such Stockholder to consummate the transactions contemplated by this Agreement.

5.5 Consents and Approvals. Except as set forth on Schedule 5.5 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by such Stockholder of the transactions contemplated hereby.

5.6 Securities Matters.

5.6.1 Each Stockholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as Buyer as to be capable of evaluating the merits and risks of an investment in the Buyer Stock. Each Stockholder has the financial ability to bear the economic risk of such Stockholder's investment in the Buyer Stock being acquired by such Stockholder hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in Buyer.

5.6.2 Each Stockholder is acquiring the Buyer Stock for investment for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any

distribution thereof. Each Stockholder understands that the Buyer Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of the Stockholder's investment intent as expressed herein.

5.6.3 Each Stockholder acknowledges that the Buyer Stock must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Each Stockholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Buyer and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale.

5.6.4 Each Stockholder has relied upon independent investigations made by such Stockholder or his representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Buyer and realizes the Buyer Stock are a speculative investment involving a high degree of risk for which there is no assurance of any return. The preceding sentence, however, does not limit or modify the representations and warranties, including the information in the Schedules attached hereto, of Buyer hereunder or the right of the Stockholders to rely thereon. Each Stockholder has, among other things, received and carefully reviewed (i) Buyer's Annual Report on Form 10-KSB for the fiscal year ended February 28, 2001, and all amendments thereto, (ii) Buyer's Quarterly Reports on Form 10-QSB for the quarters ended April 30, 2002, January 31, 2002, November 30, 2001, August 31, 2001 and May 31, 2001, and all amendments thereto, and (iii) all other information filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Current Reports on Form 8-K. Each Stockholder, however, is relying upon the accuracy in all material respects of all reports filed by Buyer in accordance with the requirements of the Exchange Act since, and including, the most recent Form 10-KSB filed by Buyer. Each Stockholder acknowledges that in connection with the transactions contemplated hereby, neither Buyer nor anyone acting on its behalf or any other person has made, and such Stockholder is not relying upon, any representations, statements or projections concerning Buyer, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Buyer Stock or Buyer's business or any other matter in relation to Buyer's business or affairs. Each Stockholder has had an opportunity to discuss Buyer's business, management, financial affairs and acquisition plans with its management, to review Buyer's facilities, and to obtain such additional information concerning such Stockholder's investment in the Buyer Stock in order for such Stockholder to evaluate its merits and risks, and such Stockholder has determined that the Buyer Stock are a suitable investment for such Stockholder and that at this time such Stockholder could bear a complete loss of such Stockholder's investment.

5.6.5 Each Stockholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Stockholder must forego the security, if any, that such a review would provide.

5.6.6 Each Stockholder understands and acknowledges that neither the Internal Revenue Service nor any other tax authority has been asked to rule on the tax consequences of the transactions contemplated hereby or by the Transaction Documents and, accordingly, in making such Stockholder's decision to acquire the Buyer Stock such Stockholder has relied upon the

investigations of such Stockholder's own tax and business advisers in addition to such Stockholder's own independent investigations, and that such Stockholder and such Stockholder's advisers have fully considered all the tax consequences of such Stockholder's acquisition of the Buyer Stock.

5.6.7 Each Stockholder is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in cash of the two most recent years and has a reasonable expectation of reaching the same income level in the current year. Each Stockholder understands that all certificates for the Buyer Stock issued to such Stockholder shall bear a legend in substantially the following form:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

ARTICLE 6
Post-Closing Covenants

6.1 Name Change. As soon as permitted following the Closing Date by applicable Law, including the Corporation Law and relevant federal securities laws, Buyer agrees to take all such reasonable measures to effect the change of Buyer's legal name to "Trans Continental Entertainment Group, Inc." through an appropriate amendment to the Charter of Buyer. The Parties acknowledge that such amendment to the Charter requires the approval of the holders of Buyer's capital stock and Buyer's Board of Directors. To the extent Buyer is able to obtain such stockholder approval by written consent, the Parties acknowledge that such consent shall be subject to all applicable Laws, including those under the Exchange Act regarding the distribution of an Information Statement on Schedule 14C to the holders of Buyer Stock entitled to consent or dissent in writing to a proposed corporate action of Buyer, as well as the applicable filing, review and waiting periods imposed under the rules of the SEC (the "Requirement for an Information Statement").

6.2 Trading Symbol. Promptly following the change of Buyer's legal name as set forth in Section 6.1, Buyer shall take all reasonable measures to change the trading symbol under which the Buyer Stock trades on the OTC Bulletin Board. The Parties agree that such new trading symbol shall be "TCON," "TCEG," or "TCEN," provided, however, in the event such symbol is not then available, Buyer's Board of Directors with the concurrence of Buyer's Chairman shall determine what the new trading symbol shall be.

6.3 Board of Directors and Advisory Board.

6.3.1 The Parties agree that for so long as the Stockholders continue to hold, directly or indirectly, in the aggregate greater than 50% of Buyer's voting capital stock on a fully diluted basis:

(a) Buyer agrees (i) to maintain the number of directors at five and (ii) to nominate five directors as candidates for election to Buyer's Board of Directors, (A) three of whom shall be as designated by the Stockholders (each a "Stockholders' Board Designee"), and (B) two of whom shall be designated by the holders of a majority of Buyer's outstanding Series C Preferred, one of whom shall be selected in part for his or her accounting or financial expertise (each a "Series C Board Designee");

(b) Vacancies of a Stockholders' Board Designee position may be filled only as designated by the Stockholders pursuant to subsection (a) above, and vacancies of a Series C Board Designee position may be filled only as designated by the Series C Preferred pursuant to subsection (a) above;

(c) Each Stockholders' Board Designee and each Series C Board Designee shall have a term of three years on the Board of Directors;

(d) Buyer's Board of Directors shall form an Advisory Board whose members shall be elected by a majority of Buyer's Board of Directors and which Advisory Board shall be required to function actively and periodically report to Buyer's Board of Directors;

(e) Buyer shall take such action, including approval of a majority of the holders of the Series C Preferred which the Series C Holders agree hereby to give, to amend the terms and conditions of the Series C Preferred consistent with Section 6.3(a);

(f) The Parties agree that the initial Stockholders' Board Designees shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the initial Series C Board Designees shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇; and the Parties agree to promptly take such actions consistent with Section 6.3 to effect the nomination and/or election of such initial Stockholders' Board Designees and Series C Board Designees to the extent such persons do not already serve on Buyer's Board of Directors;

(g) The parties hereby agree that the Board of Directors of TCTI shall be the same as Buyer's Board of Directors and Buyer agrees to promptly take such actions so as to effect and maintain such composition of TCTI's Board of Directors; and

(h) Buyer, the Stockholders and the Series C Holders agree to amend that certain Stockholders' Agreement, among Buyer, the Series C Holders and the other parties named therein, dated January 14, 2002, and the Certificate of Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock, par value $0.001 per share, of Buyer (the "Certificate of Designations") subject to applicable Stockholder approval and compliance with Requirement for an Information Statement, promptly after Closing to make the same consistent with the obligations of the Parties pursuant to this Section 6.3.1.

6.3.2 To the extent required under the Exchange Act, Buyer shall comply with Rule 14(f) under the Exchange Act with respect to commencement of any Stockholders Board Designee or Series C Board Designee membership on Buyer's Board of Directors.

6.4 Chairman of the Board. The Parties agree that ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall serve from the Closing Date as Buyer's Chairman of the Board for no less than sixty (60) months following the Closing Date. ▇▇. ▇▇▇▇▇▇▇▇ covenants and agrees that during such period:

6.4.1 he shall be actively involved in the promotion of Buyer;

6.4.2 he shall use his best efforts to launch an episodic television show that will support the credibility and business objective of Buyer;

6.4.3 he shall allow or cause to be allowed, as necessary, links from websites maintained by Buyer to websites controlled or maintained by ▇▇. ▇▇▇▇▇▇▇▇, Transcontinental Records, and/or their respective Affiliates, including, without limitation, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇-▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇-▇▇▇.▇▇▇; and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;

6.4.4 Buyer shall be permitted to include the successes of ▇▇. ▇▇▇▇▇▇▇▇, Transcontinental Records, and any of their Affiliates in the promotional and marketing materials and efforts of Buyer; subject to ▇▇. ▇▇▇▇▇▇▇▇'▇ review and reasonable consent with respect to such inclusion of any specific matter;

6.4.5 upon the reasonable request of Buyer, ▇▇. ▇▇▇▇▇▇▇▇ shall arrange for personal/promotional appearances of artists and other Persons represented by Transcontinental Records and/or ▇▇. ▇▇▇▇▇▇▇▇ at events held or arranged by Buyer, including, without limitation, one-time events and office guest appearances, the cost of which shall be on a most favored customer basis;

6.4.6 he shall fully participate in any "road show" or other promotional activities permitted under applicable securities Laws;

6.4.7 he shall fully participate in the development of strategy and execution of operations of Buyer;

6.4.8 ▇▇. ▇▇▇▇▇▇▇▇ shall use their best efforts to facilitate the establishment of join ventures and licensing arrangement in the United States, Canada, Europe and Asia with respect to the objectives of Buyer;

6.4.9 he shall fully participate in the development and launch of a music-based franchising division of Buyer (similar to the current modeling-based franchise business of Buyer) in 2002 with the goal of 60 sales of such franchises by Buyer at approximately $20,000 during the first half of 2003; and

6.4.10 ▇▇. ▇▇▇▇▇▇▇▇ shall, and shall cause any Affiliate of ▇▇. ▇▇▇▇▇▇▇▇ to, enter into a license agreement, the form of which is attached hereto as Exhibit J (the "License Agreement"), which grants a royalty-free, worldwide license in any right, title and interest he and such Affiliate(s) have or will acquire in the name "Trans Continental" and related marks and trademark applications therefor to Buyer, which license shall be exclusive for all modeling related activities of Buyer and non-exclusive for other uses, which license Buyer may further sub-license to any wholly-owned subsidiary of Buyer.

6.5 Other Officers. The Parties agree that immediately following the Closing, Buyer shall appoint and shall cause TCTI to appoint the following persons to the following executive positions: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇—Chairman of the Board of Buyer and TCTI; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇—President of Buyer and TCTI; ▇▇▇▇ ▇. ▇▇▇▇▇▇—Chief Executive Officer of Buyer and TCTI; and ▇▇▇▇▇▇▇ ▇▇▇▇▇—Chief Operating Officer and Acting Chief Financial Officer of Buyer and TCTI.

6.6 Fairness Opinion. The Parties agree to obtain promptly after Closing, but in no event later than fifteen (15) days after Closing, an opinion of a firm unaffiliated with any of the Parties as to the fairness of the Merger and the other transactions contemplated by this Agreement to Buyer and to its stockholders generally. To the extent said firm is unable to issue the fairness opinion because of one or more issues, the Parties agree to take all commercially reasonable measures to address such issues.

6.7 Reverse Stock Split; Conversion of Series C Preferred.

6.7.1 As soon as permitted following the Closing Date by applicable Law, including the Corporation Law and relevant federal securities laws, Buyer shall effect a reverse stock split at a ratio of one to 100 or as otherwise determined by Buyer's Board of Directors, in consultation with ▇▇. ▇▇▇▇▇▇▇▇, as Buyer's Chairman, to increase the trading price of Buyer's Stock for the purpose of potentially gaining admittance for such stock to trade on the NASDAQ National Market, NASDAQ SmallCap Market, or any of the national stock exchanges. Buyer may elect to effect said reverse stock split (i) upon such terms and conditions so as not to require approval of Buyer's stockholders pursuant to Section 78.207 of the Nevada Revised Statutes, in which case, Buyer shall promptly thereafter obtain the approval by written consent of Buyer's stockholders to increase the authorized shares of Buyer Stock to 500,000,000 (par value $0.001 per share) subject to compliance with the Requirement for an Information Statement or (ii) upon the approval by written consent of the holders of the required number of shares of the issued and outstanding capital stock of Buyer (without any reduction in the authorized share capital of Buyer), subject to compliance with

the Requirements for an Information Statement (the effective date of the increase of Buyer's authorized shares of Buyer Stock pursuant to clause (i) of this sentence or the effective date of such reverse stock split effected pursuant to clause (ii) of this sentence, the "Reverse Stock Split Effective Date").

6.7.2 Within five (5) business days following the Additional Share Distribution Date, Buyer and the Series C Holders agree that the Series C Preferred shall be converted into shares of Buyer Stock, at a rate reflecting said reverse stock split, in accordance with the terms and conditions of the Certificate of Designations.

6.8 Future Private Capital Raises. ▇▇. ▇▇▇▇▇▇▇▇ shall use his best efforts to enable Buyer to facilitate one or two private debt or equity capital raises for Buyer in order to rapidly permit Buyer to achieve the financial and business objectives determined by Buyer's Board of Directors.

6.9 Series C Holders Standstill. Until such time as the reverse stock split provided for in Section 6.7.1 has been effected, but in no event later than December 31, 2002, the Series C Holders hereby (i) waive the requirement of Buyer that sufficient numbers of shares of Buyer Stock be reserved for issuance upon conversion of the Series C Preferred, (ii) agree not to enforce their respective rights to the payment upon liquidation set forth in Article Second, Section 4 of the Certificate of Designations solely to the extent such payment is payable as a result of the Merger, and (iii) agree not to enforce the adjustment to Conversion Price (as defined in the Certificate of Designations) set forth in Article Second, Section 6(d)(iv) of the Certificate of Designations solely to the extent such Conversion Price would be adjusted as a result of the Buyer Stock issued in the Merger.

ARTICLE 7
Conditions to Closing

7.1 Conditions to Buyer's and Acquisition Sub's Obligations. The obligations of the Buyer and Acquisition Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each and every one of the following conditions precedent, any one or more of which may be waived by the Buyer:

7.1.1 Each of the representations and warranties of the Company and the Stockholders set forth in Article 4 of this Agreement and each of the representations and warranties of the Stockholders set forth in Article 5 of this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for any representation or warranty limited by its terms to a specific date (which representation and warranty shall be correct in all material respects on the date so specified).

7.1.2 The Company and each Stockholder shall have performed and complied in all material respects with all of the other agreements, covenants and obligations required under this Agreement to be performed or complied with by such Person prior to or at the Closing.

7.1.3 The Company shall have delivered to the Buyer a certificate, executed by a duly authorized officer of the Company, in his capacity as such, certifying that the conditions specified in Sections 7.1.1 and 7.1.2 (insofar as they are to be performed by the Company) have been fulfilled. Each of the Stockholders shall have delivered to the Buyer a certificate certifying that the conditions specified in Sections 7.1.1 and 7.1.2 (insofar as they are to be performed by the such Stockholders) have been fulfilled.

7.1.4 There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby and no action, suit, claim or

proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated hereby.

7.1.5 The Buyer shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Company as to the incumbency and signatures of the officers of the Company executing this Agreement, and certified copies of the Charter and bylaws, each as amended to date, and all relevant corporate actions, and (ii) a certificate issued by the Nevada Secretary of State, as of a date reasonably acceptable to the Buyer, as to the good standing (or non-dissolution, as applicable) of the Company.

7.1.6 Each of Madison Consulting Company, General Services Corp., and Corporate Media Services, Inc., each a Delaware corporation, shall have entered into an amendment with Buyer to amend their respective Consulting Agreements with Buyer, each dated January 14, 2002, the respective forms of which amendments are attached hereto as Exhibits B, C and D.

7.1.7 ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have entered into an amendment with Buyer to amend his Employment Agreement with Buyer, dated January 28, 2002, the form of which amendment is attached hereto as Exhibit E.

7.1.8 ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ shall have executed and delivered to Buyer the Employment Agreements in the forms attached hereto as Exhibit F (the "▇▇▇▇▇▇▇▇ Employment Agreement") and Exhibit G (the "McDonald Employment Agreement"), respectively.

7.1.9 The Stockholders shall have executed and delivered the side letter agreement in the form attached hereto as Exhibit H (the "Side Letter") and the Lock-up and Escrow Agreement in the form attached hereto as Exhibit I (the "Lock-up and Escrow Agreement").

7.1.10 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and his Affiliates, as applicable, shall have executed and delivered the License Agreement.

7.2 Conditions to Obligations of the Stockholders and the Company. The obligations of the Stockholders and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each and every one of the following conditions precedent, any of which may be waived only with the consent of the Stockholders:

7.2.1 Each of the representations and warranties of the Buyer set forth in Article 3 hereof shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for any representation or warranty limited by its terms to a specific date (which representation and warranty shall be connect in all material respects on the date so specified).

7.2.2 The Buyer and Acquisition Sub shall have performed and complied in all material respects with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with.

7.2.3 The Buyer and Acquisition Sub shall have delivered to the Stockholders a certificate, executed by a authorized officer of the Buyer and Acquisition Sub, in their respective capacities as such, certifying that the conditions specified in Sections 7.2.1 and 7.2.2 have been fulfilled.

7.2.4 There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating on otherwise preventing the consummation of the transactions contemplated hereby and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated hereby.

7.2.5 The Company and Stockholders shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Buyer and Acquisition Sub as to the incumbency and signatures of the officers of the Buyer and Acquisition Sub executing this Agreement, and containing certified copies of the Charter and bylaws of Buyer and Acquisition Sub, each as amended to date, and all relevant corporate actions, and (ii) a certificate issued by the Nevada Secretary of State, as of a date reasonably acceptable to the Stockholders and the Company, as to the good standing (on non-dissolution, as applicable) of the Buyer and Acquisition Sub.

7.2.6 Buyer shall have executed and delivered the ▇▇▇▇▇▇▇▇ Employment Agreement and the McDonald Employment Agreement.

7.2.7 Buyer, Madison Consulting Company, General Services Corp., Corporate Media Services and ▇▇▇▇ ▇▇▇▇▇▇ shall have executed and delivered the Side Letter; and Buyer and the Series C Holders shall have executed and delivered the Lock-up and Escrow Agreement.

7.2.8 The Series C Holders shall have executed and delivered a Unanimous Written Consent to the effect that such Series C Holders shall not, except as otherwise expressly permitted or required under this Agreement, exercise (i) any voting rights, (ii) any right to express consent or dissent in writing without a meeting or (iii) any right to convert the Series C Preferred into Buyer Stock, from the date hereof to the Additional Share Distribution Date.

ARTICLE 8
Additional Agreements

8.1 Further Assurances. The Parties shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to all of the terms and provisions of this Agreement.

8.2 Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the Buyer and the Stockholders. The Parties agree to cooperate in issuing any press release or other public announcement concerning this Agreement on the transactions contemplated hereby. Nothing contained in this Section 8.2 shall prevent any Party from (i) at any time furnishing any information to any Authority or from making any disclosures required under the Securities Exchange Act of 1934, as amended, or under the rules and regulations of any national securities exchange on which such Party's shares of capital stock are listed, or (ii) furnishing any information concerning the transactions contemplated hereby to such Party's officers, directors, stockholders, partners, Affiliates, lenders, accounts, counsel or representatives.

8.3 Transfer of Buyer Stock. Buyer and the Stockholders agree that no Stockholder shall transfer the shares of Buyer Stock acquired pursuant to this Agreement except where the transferee is an Affiliate of such transferring Stockholder, Buyer provides its written consent thereto (which consent shall not be unreasonably withheld) and provided such transfer complies with all U.S. federal securities laws and blue sky laws. With respect to a Stockholder, all shares of Buyer Stock held by such Stockholder and such Stockholder's Affiliates shall be aggregated together for the purpose of determining the availability of any right under this Agreement.

ARTICLE 9
Remedies for Breach of this Agreement

9.1 Survival of Representations and Warranties. The representations and warranties of the Buyer contained in Article 3 of this Agreement, of the Company and the Stockholders contained in Article 4 and of the Stockholders contained in Article 5 of this Agreement, shall survive the Closing and continue in full force and effect until the first anniversary of the Closing Date.

9.2 Indemnification

9.2.1 Subsequent to the Closing Date, the Stockholders shall indemnify, defend and hold harmless the Buyer from, against and in respect of any Losses which the Buyer shall suffer, sustain or become subject to by virtue of or which arise out of, or result from, or relate in any way to, any breach of the pre-Closing covenants, representations and warranties of the Company and the Stockholders set forth in this Agreement.

9.2.2 Subsequent to the Closing Date, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall indemnify, defend and hold harmless the Buyer from against and in respect of any Losses which the Buyer shall suffer, sustain or become subject to by virtue of or which arise out of, or result from, or relate in any way to, any breach by ▇▇. ▇▇▇▇▇▇▇▇ of any of his post-closing covenants and obligations under this Agreement.

9.2.3 No Person shall be liable for any claim for indemnification under Sections 9.2.1 or 9.2.2 unless written notice of a claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought. All notices given pursuant to this Section 9.2.3 shall set forth with reasonable specificity the basis for the claim for indemnification.

9.2.4 Promptly after the assertion by any third party of any claim, demand or notice (a "Third Party Claim") against any Person or Persons entitled to indemnification under this Section 9.2 (the "Indemnified Parties") that results or may result in the incurrence by such Indemnified Parties of any Losses for which such Indemnified Parties would be entitled to indemnification pursuant to this Agreement, such Indemnified Parties shall promptly notify the parties from whom such indemnification could be sought (the "Indemnifying Parties") of such Third Party Claim. Thereupon, the Indemnifying Parties shall have the right, upon written notice (the "Defense Notice") to the Indemnified Parties within 30 days after receipt by the Indemnifying Parties of notice of the Third Party Claim (or sooner if such claim so requires) to conduct, at their own expense, the defense against the Third Party Claim in their own names or, if necessary, in the names of the Indemnified Parties. The Defense Notice shall specify the counsel the Indemnifying Parties shall appoint to defend such Third Party Claim (the "Defense Counsel") and the Indemnified Parties shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed. In the event the Indemnified Parties and the Indemnifying Parties cannot agree on such counsel within 10 days after the Defense Notice is given, then the Indemnifying Parties shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Parties' approval which approval shall not be unreasonably withheld, conditioned or delayed. Any Indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Indemnified Party unless (i) the Indemnifying Parties shall have failed to give the Defense Notice within the prescribed period, (ii) such Indemnified Party shall have received an opinion of counsel, reasonably acceptable to the Indemnifying Parties, to the effect that the interests of the Indemnified Party and the Indemnifying Parties with respect to the Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnifying Parties has been specifically authorized by the Indemnifying Parties. The party or parties conducting the defense of any Third Party Claim shall keep the other parties apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Claim unless the Buyer and the Stockholders consent, such consent not to be unreasonably withheld.

ARTICLE 10
[Reserved]

ARTICLE 11
Miscellaneous

11.1 Notices. Any notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and, except as otherwise specified in writing, shall be given by personal delivery, facsimile transmission, FedEx or UPS (or other similar courier service) or by registered or certified mail, postage prepaid, return receipt requested (i) if prior to the Closing, to the Company, c/o Trans Continental, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, with a copy to Trans Continental, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and (ii) if to the Stockholders or the Buyer, to the addresses for notices set forth on the signature pages hereto (with copies, as applicable, as set forth on such signature pages) and (iii) if to the Surviving Corporation after the Closing, to the address for notices to the Buyer set forth on the signature pages hereto (with copies, as applicable, as set forth on such signature pages), or to such other addresses as any Party may from time to time give notice of (complying as to delivery with the terms of this Section 11.1) to the other. Notice by registered or certified mail shall be effective three days after deposit in the United States mail. Notice by any other permitted means will be effective upon receipt.

11.2 Entire Agreement. This Agreement and the Documents constitute the entire agreement among the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, understandings, negotiations and discussions, both written and oral, among the Parties with respect thereto. This Agreement may not be altered or otherwise amended except pursuant to an instrument in writing signed by the Parties hereto.

11.3 Benefits; Binding Effect; Assignment. This Agreement shall be for the benefit of and binding upon the Parties, their respective successors and, where applicable, assigns. No Party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior approval of the other Party.

11.4 Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided.

11.5 No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the Parties and their respective successors and permitted assigns.

11.6 Severability. It is the desire and intent of the Parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.7 Expenses. Except as otherwise provided in this Agreement, all legal, accounting and other costs and expenses incurred in connection with this Agreement and the other Documents and the

transactions contemplated hereby and thereby shall be paid by the Parties incurring such expenses, except that the expenses of the Company shall be paid by the Stockholders. No Party shall have the power or authority to incur any costs, fees or expenses for or on the part of any other Party, without the latter's express, advance written consent.

11.8 Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement.

11.9 Counterparts. This Agreement may be executed in any number of counterparts and by the several Parties in separate counterparts, each of which shall be deemed to be one and the same instrument,

11.10 Governing Law; Waiver of Jury Trial.

11.10.1 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF FLOIRDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA.

11.10.2 EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

11.11 Survival. The provisions of this Agreement that either by their express provision or by their sense and context are intended to survive the expiration, performance, cancellation or termination hereof shall so survive the completion of the expiration, performance, cancellation or termination of this Agreement.

11.12 Construction; Counsel.

11.12.1 The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party irrespective of which Party caused such provisions to be drafted. Each of the Parties acknowledge that it, he or she has been represented by an attorney in connection with the preparation and execution of this Agreement.

11.12.2 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY HAVE BEEN ADVISED TO SEEK ADVICE OF LEGAL COUNSEL, AND THAT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP SERVES AS LEGAL COUNSEL ONLY TO BUYER.

[Signatures Follow]

IN WITNESS WHEREOF, the Parties have each executed and delivered this Agreement and Plan of Merger as of the day and year first above written,

		COMPANY:
		TRANS CONTINENTAL CLASSICS, INC.
		By:

		Name:

		Title:

		BUYER:
		OPTIONS TALENT GROUP
		By:

		Name:

		Title:

With a copy to:		Address:

[Signatures continue]

		ACQUISITION SUB:
		TRANS CONTINENTAL ACQUISITION CORP.
		By:

		Name:

		Title:

With a copy to:		Address:



		STOCKHOLDERS:

		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
With a copy to:		Address:




		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
With a copy to:		Address:

[Signatures continue]

[Signature Page to Agreement and Plan of Merger]

		SERIES C HOLDERS:
		THE JEFFERSON TRUST
		By:

		Name:

		Title:

With a copy to:		Address:



		THE PARAMOUNT TRUST
		By:

		Name:

		Title:

With a copy to:		Address:

[Signatures continue]

[Signature Page to Agreement and Plan of Merger]

		SERIES C HOLDERS (Continued):
		THE ▇▇▇▇▇▇ TRUST
		By:

		Name:

		Title:

With a copy to:		Address:




		▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:		Address:




		▇▇▇▇▇▇▇ ▇. Walk
With a copy to:		Address:

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

Stockholder Information

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		50,000 shares of common stock of Trans Continental Classics, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		50,000 shares of common stock of Trans Continental Classics, Inc.

Exhibit B
Agreement and Plan of Merger

FIRST AMENDMENT TO CONSULTING AGREEMENT

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is made effective as of the 5^th day of September, 2002 by and between Options Talent Group, a Nevada corporation f/k/a Sector Communications, Inc. ("Employer") and Madison Consulting Company, a corporation (the "Consulting Firm").

RECITALS

A. Employer and Consulting Firm are parties to that certain Consulting Agreement dated January 14, 2002 ("Original Consulting Agreement").

B. Employer has entered into that certain Agreement and Plan of Merger, of even date herewith, by and among Employer, Trans Continental Classics, Inc. and the other parties named therein (the "Agreement").

C. As a condition to the closing of the Agreement, the parties thereto have agreed that this Amendment be executed by Employer and Consulting Firm.

NOW, THEREFORE, in consideration of the foregoing, the parties agree to amend the Original Consulting Agreement as follows:

1. Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Original Consulting Agreement.

2. Section 9(c)(ii) of the Original Consulting Agreement shall be deleted in its entirety and replaced with:

"(ii) As severance pay, and in lieu of any further draw for any period subsequent to the Date of Termination, the following amounts payable on the following dates and the following benefits:

(1) A lump sum payment in immediately available funds on the Date of Termination equal to the product of (A) the Consulting Firm's highest Annual Draw prior to the Date of Termination divided by 12, multiplied by (B) the number of full and partial calendar months in the period commencing on the Date of Termination through January 14, 2007 (such period, the "Severance Period");

(2) Payment of $10 per model enrolled, and $10 per $500 worth of gross cruise or trip sales made, by Employer and/or its subsidiaries during each full or partial month of the Severance Period, payable in arrears on a monthly basis within 5 business days of the end of any such month ("Severance Bonus Payments"); provided, however, Employer may elect to pay the estimated net present value of the Severance Bonus Payments upon terms and conditions to be negotiated by the parties in good faith; provided further, however, that during any such negotiation Employer shall continue to make any Severance Bonus Payments as required hereunder; and

(3) Full medical coverage for the sole owner of the Consulting Firm and such owner's spouse and minor children until such owner reaches age 65."

3. Section 10(d)(iii) of the Original Consulting Agreement shall be deleted in its entirety and replaced with:

"(iii) the Consulting Firm shall receive as severance pay, and in lieu of any further draw for any period subsequent to the Date of Termination, the amounts and benefits set forth in clauses (1)—(4) of Section 9(c)(ii) on the dates and during the periods provided therein."

4. The parties hereto agree that notwithstanding any termination of the Original Consulting Agreement, as amended, upon the mutual agreement of the parties hereto the Consulting Firm may

provide consulting services to Employer at a rate of $300.00 per hour. Any amounts payable as provided in the first sentence of this Section 4 shall be in addition to, and not in lieu of, any other amounts payable by Employer to the Consulting Firm under the Original Consulting Agreement, as amended.

5. The parties hereto agree that the merger and other transactions contemplated by the Agreement shall not be deemed a "Change in Control" as that term is defined in Section 10(b) of the Original Consulting Agreement.

6. Except as expressly set forth in this Amendment, the Original Consulting Agreement shall remain in full force and effect.

7. This Amendment may be executed by facsimile and in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

[Signatures follow]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Consulting Agreement as of the day and year first above written.

		EMPLOYER:
		OPTIONS TALENT GROUP
		By:

		Name:

		Title:

		CONSULTING FIRM:
		MADISON CONSULTING COMPANY
		By:

		Name:

		Title:

Exhibit C
Agreement and Plan of Merger

FIRST AMENDMENT TO CONSULTING AGREEMENT

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is made effective as of the 5^th day of September, 2002 by and between Options Talent Group, a Nevada corporation f/k/a Sector Communications, Inc. ("Employer") and General Services Corp., a Delaware corporation (the "Consulting Firm").