Sample Business Contracts


Agreement and Plan of Reorganization - Collectibles America Inc. and BeFirst Internet Corp.


                      AGREEMENT AND PLAN OF REORGANIZATION

                                     BETWEEN

                           COLLECTIBLES AMERICA, INC.

                                       AND

                          BEFIRST INTERNET CORPORATION


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                                TABLE OF CONTENTS

    1.  Plan of Reorganization.................................................1

    2.  Exchange of Shares.....................................................1

    3.  Pre-Closing Events.....................................................2

    4.  Exchange of Securities.................................................2

    5.  Other Events Occurring at Closing......................................3

    6.  Delivery of Shares.....................................................3

    7.  Representations of BeFirst Stockholders................................3

    8.  Representations of BeFirst.............................................4

    9.  Representations of CAI and Jardine.....................................5

   10.  Closing................................................................7

   11.  Conditions Precedent to the Obligations of BeFirst.....................7

   12.  Conditions Precedent to the Obligations of CAI ........................9

   13.  Indemnification.......................................................10

   14.  Nature and Survival of Representations................................10

   15.  Documents at Closing..................................................10

   16.  Finder's Fees.........................................................11

   17.  Miscellaneous.........................................................12

Signature Page................................................................13

Exhibit A - BeFirst Stockholder Schedule
Exhibit B - Amendment to Articles of Incorporation
Exhibit C - Investment Letter



                                       (i)



<PAGE>



                      AGREEMENT AND PLAN OF REORGANIZATION


     This Agreement and Plan of Reorganization  (hereinafter the "Agreement") is
entered into  effective as of this ___ day of  ___________,  1999,  by and among
Collectibles  America,  Inc., a Nevada  corporation  (hereinafter  "CAI");  Mick
Jardine,  the principal  shareholder  of CAI  (hereinafter  "Jardine");  BeFirst
Internet Corporation,  a Delaware corporation (hereinafter  "BeFirst"),  and the
owners of all the outstanding shares of common stock of BeFirst (hereinafter the
"BeFirst Stockholders").

                                    RECITALS:

     WHEREAS,  the BeFirst  Stockholders  own all of the issued and  outstanding
common  stock of BeFirst  which  comprises  1,000  shares (the  "BeFirst  Common
Stock").  CAI desires to acquire the BeFirst Common Stock solely in exchange for
voting common stock of CAI, making BeFirst a wholly-owned subsidiary of CAI; and

     WHEREAS,  the BeFirst  Stockholders  (as set forth on the attached  Exhibit
"A") desire to acquire  voting  common  stock of CAI in exchange for the BeFirst
Common Stock, as more fully set forth herein.

     NOW THEREFORE,  for the mutual  consideration set out herein and other good
and  valuable   consideration,   the  legal   sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

                                    AGREEMENT

     1. Plan of  Reorganization.  It is hereby  agreed  that all of the  BeFirst
Common Stock shall be acquired by CAI in exchange  solely for CAI common  voting
stock (the "CAI Shares").  It is the intention of the parties hereto that all of
the issued and outstanding  shares of capital stock of BeFirst shall be acquired
by CAI in  exchange  solely for CAI  common  voting  stock and that this  entire
transaction  qualify as a corporate  reorganization  under Section  368(a)(1)(B)
and/or Section 351 of the Internal Revenue Code of 1986, as amended, and related
or other applicable sections thereunder.

     2.  Exchange  of Shares.  CAI and  BeFirst  Stockholders  agree that on the
Closing Date or at the Closing as hereinafter  defined, the BeFirst Common Stock
shall be delivered to CAI in exchange for the CAI Shares, after giving effect to
a 2 to 1 reverse stock split (the "CAI Reverse Stock Split") as to all presently
outstanding shares of CAI common stock, as follows:

     (a) At Closing,  CAI shall,  subject to the  conditions  set forth  herein,
issue an aggregate of 8,750,000  shares of CAI common stock (after giving effect
to the CAI Reverse Stock Split)




<PAGE>



for  immediate  delivery to the  BeFirst  Stockholders  in exchange  for the CAI
Shares.

     (b) Each BeFirst  Stockholder  shall  execute  this  Agreement or a written
consent to the exchange of their BeFirst Common Stock for CAI Shares.

     (c) Unless otherwise agreed by CAI and BeFirst this transaction shall close
only in the event CAI is able to acquire at least 80% of the outstanding BeFirst
Common Stock;  however,  it is the intent of the parties to have CAI acquire all
of the BeFirst Common Stock.

     3.  Pre-Closing  Events.  The Closing is subject to the  completion  of the
following:

     (a) CAI shall have authorized  50,000,000  shares of $.001 par value common
stock and 500,000 shares of $.001 par value preferred stock. The preferred stock
shall be subject to issuance in such  series and with such  rights,  preferences
and designations as determined in the sole discretion of the board of directors.

     (b) Jardine shall have contributed  8,600,000 shares of CAI Common Stock to
CAI for  cancellation,  leaving 5,000,000 shares issued and outstanding prior to
the CAI Reverse Stock Split.

     (c) CAI shall  effectuate  the CAI Reverse Stock Split at or about the time
of  Closing,  and shall have  2,500,000  shares of its common  stock  issued and
outstanding  and no other  shares of capital  stock  issued or  outstanding  not
taking into effect the shares to be issued under this Agreement.

     (d) CAI shall demonstrate to the reasonable satisfaction of BeFirst that it
has no material  assets and no  liabilities  contingent  or fixed other than the
proceeds of the CAI Financing as described herein.

     4.  Exchange of  Securities.  As of the Closing Date each of the  following
shall occur:

     (a) All shares of BeFirst Common Stock issued and  outstanding  immediately
prior to the  Closing  Date  shall be  exchanged  for the CAI  Shares  (up to an
aggregate  amount of 8,750,000 CAI Shares to be delivered at Closing).  All such
outstanding shares of BeFirst Common Stock shall be deemed, after Closing, to be
owned by CAI. The holders of such certificates  previously  evidencing shares of
BeFirst  Common Stock  outstanding  immediately  prior to the Closing Date shall
cease to have any rights  with  respect to such shares of BeFirst  Common  Stock
except as otherwise provided herein or by law;

     (b) Any shares of BeFirst  Common  Stock  held in the  treasury  of BeFirst
immediately  prior to the  Closing  Date shall  automatically  be  canceled  and
extinguished  without any  conversion  thereof and no payment shall be made with
respect thereto;


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<PAGE>

     (c)  The  2,500,000  shares  of CAI  common  stock  previously  issued  and
outstanding prior to the Closing,  after giving effect to the CAI Reverse Split,
will remain outstanding.

     5. Other Events  Occurring at Closing.  At Closing,  the following shall be
accomplished:

     (a) CAI shall file an amendment to its Articles of  Incorporation  with the
Secretary  of State of the State of Nevada in  substantially  the form  attached
hereto as Exhibit "B" effecting an amendment to its Articles of Incorporation to
(i)  reflect a name change to a new name as  selected  by BeFirst  and,  (ii) to
change the authorized  capitalization  of CAI to 50,000,000  shares of $.001 par
value common stock and 500,000 shares of $.001 par value preferred stock, as set
forth in the attached Exhibit "B".

     (b)  The   resignation  of  the  existing  CAI  officer  and  director  and
appointment of new officers and directors as directed by BeFirst.

     (c) CAI shall have completed a private  offering  under  Regulation D, Rule
506, as promulgated by the Securities and Exchange  Commission ("SEC") under the
Securities Act of 1933, as amended,  of 1,250,000  shares of its common stock at
$2.00 per share. The gross proceeds of this offering (the "CAI Financing") shall
be $2,500,000,  which amount,  less agreed upon costs, shall be delivered to the
control  of new  management  of  CAI at  Closing  in  good  funds  or  shall  be
represented by the conversion of previous loans to BeFirst  arranged for by CAI.
The CAI Financing  shall have been  completed in compliance  with all applicable
state and federal  securities laws and the securities sold shall be delivered at
Closing to the  investors  in the CAI  Financing.  Persons  who have made bridge
loans to  BeFirst  pursuant  to  arrangements  made by CAI,  shall be given  the
opportunity  to convert the principal of said loans to the purchase of shares in
the private  offering prior to Closing upon the same terms as other investors in
the private offering.

     (d) CAI  shall  adopt a Stock  Option  Plan at  Closing  to  include  up to
1,000,000 shares of its common stock. The Plan shall include  "incentive"  stock
options under  Section 422 of the Internal  Revenue Code of 1986, as amended and
other  options and similar  rights.  CAI shall grant  options under said plan to
employees and others, at Closing,  exercisable at $2.00 per share, as designated
by BeFirst subject to the reasonable approval of CAI.

     6. Delivery of Shares. On or as soon as practicable after the Closing Date,
BeFirst will use its best efforts to cause the BeFirst Stockholders to surrender
certificates for cancellation representing their shares of BeFirst Common Stock,
against  delivery  of  certificates  representing  the CAI  Shares for which the
shares of BeFirst Common Stock are to be exchanged at Closing.

     7. Representations of BeFirst Stockholders. Each BeFirst Stockholder hereby
represents and warrants each only as to its own BeFirst Common Stock,  effective
this date and


                                       3
<PAGE>

the Closing Date as follows:

     (a) Except as may be set forth in Exhibit "A", the BeFirst  Common Stock is
free from claims,  liens,  or other  encumbrances,  and at the Closing Date said
BeFirst  Stockholder will have good title and the unqualified  right to transfer
and dispose of such BeFirst Common Stock.

     (b)  Said  BeFirst  Stockholder  is  the  sole  owner  of  the  issued  and
outstanding BeFirst Common Stock as set forth in Exhibit "A";

     (c) Said BeFirst  Stockholder  has no present  intent to sell or dispose of
the CAI  Shares and is not under a binding  obligation,  formal  commitment,  or
existing plan to sell or otherwise dispose of the CAI Shares.

     8.  Representations  of BeFirst.  BeFirst hereby represents and warrants as
follows,  which  warranties  and  representations  shall  also be true as of the
Closing Date:

     (a) Except as noted on Exhibit "A", the BeFirst  Stockholders listed on the
attached  Exhibit  "A" are the sole  owners of record  and  beneficially  of the
issued and outstanding common stock of BeFirst.

     (b) BeFirst has no  outstanding  or  authorized  capital  stock,  warrants,
options  or  convertible  securities  other  than as  described  in the  BeFirst
Financial Statements or in Exhibit "A", attached hereto.

     (c) The  unaudited  financial  statements  as of and for the  period  ended
December 31, 1998, which have been delivered to CAI (hereinafter  referred to as
the "BeFirst  Financial  Statements")  are complete and accurate in all material
respects and fairly  present the  financial  condition of BeFirst as of the date
thereof and the results of its operations for the period  covered.  There are no
material liabilities or obligations,  either fixed or contingent,  not disclosed
in the BeFirst  Financial  Statements  or notes thereto which are required to be
disclosed  therein;  BeFirst has no  contracts  or  obligations  in the ordinary
course of business which constitute liens or other  liabilities which materially
alter the financial  condition of BeFirst as reflected in the BeFirst  Financial
Statements.  BeFirst has good title to all assets shown on the BeFirst Financial
Statements  subject only to dispositions and other  transactions in the ordinary
course of business, the disclosures set forth therein and liens and encumbrances
of record.  The BeFirst  Financial  Statements  have been prepared in accordance
with generally accepted accounting  principles  consistently  applied (except as
may be indicated therein or in the notes thereto).

     (d) Since the date of the BeFirst Financial Statements, there have not been
any material adverse changes in the financial position of BeFirst except changes
arising in the  ordinary  course of  business,  which  changes  will in no event
materially and adversely affect the financial position of BeFirst.


                                       4
<PAGE>

     (e) BeFirst is not a party to any material  pending  litigation  or, to its
best knowledge, any governmental  investigation or proceeding,  not reflected in
the  BeFirst  Financial  Statements,  and to its  best  knowledge,  no  material
litigation,  claims,  assessments or any governmental proceedings are threatened
against BeFirst.

     (f) BeFirst is in good standing in its jurisdiction of  incorporation,  and
is in good standing and duly qualified to do business in each jurisdiction where
required to be so qualified except where the failure to so qualify would have no
material negative impact on BeFirst.

     (g) BeFirst has (or, by the  Closing  Date,  will have filed) all  material
tax,  governmental  and/or related forms and reports (or extensions thereof) due
or required to be filed and has (or will have) paid or made adequate  provisions
for all taxes or assessments which have become due as of the Closing Date.

     (h) BeFirst has not materially  breached any material agreement to which it
is a party.  BeFirst has  previously  given CAI copies or access  thereto of all
material  contracts,  commitments  and/or agreements to which BeFirst is a party
including all relationships or dealings with related parties or affiliates.

     (i) BeFirst has no subsidiary  corporations  except as described in writing
to CAI.

     (j) BeFirst  has made all  material  corporate  financial  records,  minute
books, and other corporate documents and records available for review to present
management of CAI prior to the Closing Date,  during  reasonable  business hours
and on reasonable notice.

     (k) The execution of this Agreement  does not materially  violate or breach
any material agreement or contract to which BeFirst is a party and has been duly
authorized by all appropriate and necessary  corporate  action under Delaware of
other  applicable  law and  BeFirst,  to the extent  required,  has obtained all
necessary  approvals or consents required by any agreement to which BeFirst is a
party.

     (l) All disclosure  information  regarding BeFirst which is to be set forth
in disclosure  documents of CAI or otherwise delivered to CAI by BeFirst for use
in connection with the transaction (the "Acquisition") described herein is true,
complete and accurate in all material respects.

     9. Representations of CAI and Jardine.  CAI, and Jardine to the best of his
knowledge,  hereby jointly and severally represent and warrant as follows,  each
of which  representations  and  warranties  shall  continue to be true as of the
Closing Date:

     (a) As of the Closing Date,  the CAI Shares,  to be issued and delivered to
the  BeFirst  Stockholders   hereunder  will,  when  so  issued  and  delivered,
constitute, duly authorized, validly


                                       5
<PAGE>

and legally issued shares of CAI common stock, fully-paid and nonassessable. CAI
shall have  completed  its reverse stock split wherein each holder of CAI Shares
shall  have  received  one  share of the CAI  Shares  for  each  two CAI  Shares
previously held. The total number of CAI Shares  outstanding  shall be 2,500,000
without giving effect to shares issued in the CAI Financing.  No shares of CAI's
preferred  stock,  $0.001 par  value,  to be  authorized  at  Closing,  shall be
outstanding.

     (b) At  Closing,  all of the issued and  outstanding  common  stock of CAI,
including shares issued in the CAI Financing, shall be duly authorized,  validly
issued,  fully-paid and  nonassessable  and shall have been issued in compliance
with all applicable corporate and securities laws.

     (c) CAI has the corporate power to enter into this Agreement and to perform
its obligations hereunder.  The execution and delivery of this Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
by the  board  of  directors  of CAI.  The  execution  and  performance  of this
Agreement  will not constitute a material  breach of any  agreement,  indenture,
mortgage,  license or other  instrument  or document to which CAI is a party and
will not violate any judgment, decree, order, writ, rule, statute, or regulation
applicable  to CAI or its  properties.  The execution  and  performance  of this
Agreement  will not violate or conflict  with any  provision  of the Articles of
Incorporation or by-laws of CAI.


     (d) CAI has  delivered to BeFirst a true and  complete  copy of its audited
financial statements for the years ended December 31, 1996, 1997, and 1998, (the
"CAI Financial Statements"). The CAI Financial Statements are complete, accurate
in all material respects and fairly present the financial condition of CAI as of
the dates thereof and the results of its  operations for the periods then ended.
There are no material  liabilities or obligations either fixed or contingent not
reflected therein. The CAI Financial Statements have been prepared in accordance
with generally  accepted  accounting  principles  applied on a consistent  basis
(except as may be indicated therein or in the notes thereto).

     (e) Since  December  31,  1998,  there have not been any  material  adverse
changes in the financial condition of CAI except with regard to disbursements to
pay  reasonable  and  ordinary  expenses  in  connection  with  maintaining  its
corporate status and pursuing the matters contemplated in this Agreement.  Prior
to Closing,  all accounts payable and other liabilities of CAI shall be paid and
satisfied in full and CAI shall have no liabilities either contingent or fixed.

     (f)  Neither  Jardine  nor CAI is a party to or the  subject of any pending
litigation, claims, or governmental investigation or proceeding not reflected in
the CAI Financial  Statements or otherwise  disclosed  herein,  and there are no
lawsuits, claims, assessments,  investigations,  or similar matters, to the best
knowledge of Jardine,  threatened or contemplated  against or affecting CAI, its
management or its properties or Jardine.


                                       6
<PAGE>

     (g) CAI is duly organized,  validly existing and in good standing under the
laws of the State of Nevada;  has the corporate power to own its property and to
carry  on its  business  as now  being  conducted  and is duly  qualified  to do
business in any  jurisdiction  where so required  except where the failure to so
qualify would have no material negative impact on it.

     (h) CAI has filed all  federal,  state,  county and local  income,  excise,
property and other tax, governmental and/or related returns,  forms, or reports,
which are due or  required  to be filed by it prior to the date  hereof,  except
where the failure to do so would have no material adverse impact on CAI, and has
paid or made adequate provision in the CAI Financial  Statements for the payment
of all taxes, fees, or assessments which have or may become due pursuant to such
returns or  pursuant  to any  assessments  received.  CAI is not  delinquent  or
obligated for any tax, penalty, interest, delinquency or charge.

     (i) There are no existing  options,  calls,  warrants,  preemptive  rights,
registration  rights or commitments  of any character  relating to the issued or
unissued  capital stock or other  securities of CAI,  except as  contemplated in
this Agreement.

     (j) The corporate financial records,  minute books, and other documents and
records of CAI have been made  available  to BeFirst  prior to the  Closing  and
shall be delivered to new management of CAI at Closing.

     (k) CAI has not breached,  nor is there any pending, or to the knowledge of
management,  any  threatened  claim that CAI has  breached,  any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
by which it or its assets are is bound.  The  execution and  performance  hereof
will not violate any  provisions of applicable law or any agreement to which CAI
is subject. CAI hereby represents that it has no business operations or material
assets and it is not a party to any material  contract or commitment  other than
appointment  documents  with its transfer  agent,  and that it has  disclosed to
BeFirst all relationships or dealings with related parties or affiliates.

     (l) CAI  common  stock  is  currently  approved  for  quotation  on the OTC
Bulletin  Board  under the symbol  "CAMJ" and there are no stop orders in effect
with respect thereto and CAI has made all filings currently required to maintain
its listing.

     (m) All  information  regarding  CAI which has been  provided to BeFirst or
otherwise disclosed in connection with the transactions  contemplated herein, is
true,  complete  and  accurate  in  all  material  respects.   CAI  and  Jardine
specifically  disclaim any responsibility  regarding  disclosures as to BeFirst,
its business or its financial condition.

     10. Closing. The Closing of the transactions contemplated herein shall take
place on such date (the "Closing") as mutually  determined by the parties hereto
when all conditions precedent have been met and all required documents have been
delivered, which Closing is


                                       7
<PAGE>

expected to take place on or about June____ , 1999, but no later than June____ ,
1999, unless extended by mutual consent of all parties hereto. The "Closing
Date" of the transactions described herein (the "Acquisition"), shall be that
date on which all conditions set forth herein have been met and the CAI Shares
are issued in exchange for the BeFirst Common Stock.

     11. Conditions  Precedent to the Obligations of BeFirst. All obligations of
BeFirst under this Agreement are subject to the  fulfillment,  prior to or as of
the  Closing  and/or  the  Closing  Date,  as  indicated  below,  of each of the
following conditions:

     (a) The  representations  and warranties by or on behalf of Jardine and CAI
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing and Closing Date as though such representations and warranties were made
at and as of such time.

     (b) CAI shall have performed and complied with all  covenants,  agreements,
and conditions set forth in, and shall have executed and delivered all documents
required by this  Agreement  to be  performed  or complied  with or executed and
delivered by it prior to or at the Closing.

     (c) On or before the  Closing,  the board of  directors,  and  shareholders
representing a majority interest the outstanding common stock of CAI, shall have
approved in accordance with applicable  state  corporation law the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein.

     (d) On or before the  Closing  Date,  CAI shall have  delivered  to BeFirst
certified  copies of resolutions of the board of directors and  shareholders  of
CAI approving and  authorizing  the execution,  delivery and performance of this
Agreement and  authorizing  all of the necessary and proper action to enable CAI
to comply with the terms of this  Agreement  including the election of BeFirst's
nominees to the Board of Directors of CAI and all matters outlined herein.

     (e) The Acquisition shall be permitted by applicable law and CAI shall have
sufficient shares of its capital stock authorized to complete the Acquisition.

     (f) At Closing,  the  existing  sole officer and director of CAI shall have
resigned in writing from all  positions as director and officer of CAI effective
upon the election and appointment of the BeFirst nominees.

     (g) At the Closing,  all instruments and documents delivered to BeFirst and
BeFirst  Stockholders  pursuant to the  provisions  hereof  shall be  reasonably
satisfactory to legal counsel for BeFirst.

     (h) The  shares of  restricted  CAI  capital  stock to be issued to BeFirst
Stockholders and


                                       8
<PAGE>

in the CAI  Financing  at Closing  will be  validly  issued,  nonassessable  and
fully-paid  under Nevada  corporation  law and will be issued in compliance with
all federal, state and applicable corporation and securities laws.

     (i) BeFirst  and BeFirst  Stockholders  shall have  received  the advice of
their tax advisor,  if deemed  necessary  by them,  as to all tax aspects of the
Acquisition.

     (j) BeFirst shall have  received all  necessary and required  approvals and
consents from required parties and its shareholders.

     (k) CAI shall have completed the CAI Financing.

     (l) At the Closing,  CAI shall have  delivered to BeFirst an opinion of its
counsel dated as of the Closing to the effect that:

          (i) CAI is a corporation duly organized,  validly existing and in good
     standing under the laws of the jurisdiction of its incorporation;

          (ii) This Agreement has been duly  authorized,  executed and delivered
     by CAI  and is a  valid  and  binding  obligation  of  CAI  enforceable  in
     accordance with its terms;

          (iii) CAI through its board of directors  and  stockholders  has taken
     all corporate action necessary for performance under this Agreement;

          (iv) The  documents  executed  and  delivered  by CAI to  BeFirst  and
     BeFirst  Stockholders  hereunder are valid and binding in  accordance  with
     their  terms  and vest in  BeFirst  Stockholders,  as the case may be,  all
     right, title and interest in and to the CAI Shares to be issued pursuant to
     the terms  hereof,  and the CAI Shares when issued will be duly and validly
     issued, fully-paid and nonassessable;

          (v) CAI has the corporate power to execute,  deliver and perform under
     this Agreement;

          (vi) Legal counsel for CAI is not aware of any liabilities,  claims or
     lawsuits involving CAI;

     12. Conditions  Precedent to the Obligations of CAI. All obligations of CAI
under this Agreement are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions:

     (a) The representations and warranties by BeFirst and BeFirst  Stockholders
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof


                                       9
<PAGE>

shall be true in all  material  respects at and as of the Closing as though such
representations and warranties were made at and as of such time.

     (b)  BeFirst  shall have  performed  and  complied  with,  in all  material
respects, all covenants,  agreements,  and conditions required by this Agreement
to be performed or complied with by it prior to or at the Closing;

     (c) BeFirst  shall deliver on behalf of the BeFirst  Stockholders  a letter
commonly known as an "Investment  Letter," signed by each of said  shareholders,
in substantially the form attached hereto as Exhibit "C", acknowledging that the
CAI Shares are being acquired for investment purposes.

     (d)  BeFirst  shall  deliver an opinion of its legal  counsel to the effect
that:



                                       10
<PAGE>


          (i) BeFirst is a corporation  duly organized,  validly existing and in
     good standing under the laws of its  jurisdiction of  incorporation  and is
     duly qualified to do business in any jurisdiction  where so required except
     where the failure to so qualify  would have no material  adverse  impact on
     BeFirst;

          (ii) This Agreement has been duly  authorized,  executed and delivered
     by BeFirst.

          (iii) The  documents  executed  and  delivered  by BeFirst and BeFirst
     Stockholders  to CAI  hereunder  are valid and binding in  accordance  with
     their  terms and vest in CAI all right,  title and  interest  in and to the
     BeFirst Common Stock,  which stock is duly and validly  issued,  fully-paid
     and nonassessable.

     13.  Indemnification.  For a period of one year from the  Closing,  CAI and
Jardine agree to jointly and severally indemnify and hold harmless BeFirst,  and
BeFirst  agrees to indemnify  and hold harmless CAI, at all times after the date
of this Agreement against and in respect of any liability, damage or deficiency,
all actions, suits,  proceedings,  demands,  assessments,  judgments,  costs and
expenses including  attorney's fees incident to any of the foregoing,  resulting
from any  misrepresentations  made by an  indemnifying  party to an  indemnified
party, an indemnifying party's breach of covenant or warranty or an indemnifying
party's nonfulfillment of any agreement hereunder, or from any misrepresentation
in or omission from any certificate furnished or to be furnished hereunder.

     14. Nature and Survival of Representations. All representations, warranties
and covenants made by any party in this Agreement  shall survive the Closing and
the consummation of the transactions  contemplated  hereby for one year from the
Closing. All of the parties hereto are executing and carrying out the provisions
of this  Agreement in reliance  solely on the  representations,  warranties  and
covenants  and  agreements   contained  in  this  Agreement  and  not  upon  any
investigation  upon  which it might have made or any  representation,  warranty,
agreement,  promise or information,  written or oral, made by the other party or
any other person other than as specifically set forth herein.

     15. Documents at Closing. At the Closing,  the following documents shall be
delivered:

     (a)  BeFirst  will  deliver,  or will  cause  to be  delivered,  to CAI the
following:

          (i) a  certificate  executed by the President and Secretary of BeFirst
     to the effect that all representations and warranties made by BeFirst under
     this  Agreement are true and correct as of the Closing,  the same as though
     originally given to CAI on said date;

          (ii) a certificate  from the  jurisdiction of incorporation of BeFirst
     dated at or  about  the  Closing  to the  effect  that  BeFirst  is in good
     standing under the laws of said


                                       11
<PAGE>

     jurisdiction;

          (iii)  Investment  Letters in the form attached  hereto as Exhibit "C"
     executed by each BeFirst Stockholder;

          (iv) such other  instruments,  documents and certificates,  if any, as
     are required to be delivered pursuant to the provisions of this Agreement;

          (v) certified  copies of resolutions  adopted by the  shareholders and
     directors of BeFirst authorizing this transaction; and

          (vi) all other items,  the delivery of which is a condition  precedent
     to the obligations of CAI as set forth herein.

          (vii) the legal opinion required by Section 12(d) hereof.

     (b) CAI will deliver or cause to be delivered to BeFirst:

          (i) stock  certificates  representing the CAI Shares to be issued as a
     part of the stock exchange as described herein;

          (ii) a  certificate  of the  President  of CAI, to the effect that all
     representations  and  warranties of CAI made under this  Agreement are true
     and  correct  as of the  Closing,  the same as though  originally  given to
     BeFirst on said date;

          (iii)  certified  copies  of  resolutions  adopted  by CAI's  board of
     directors  and  CAI's  Stockholders  authorizing  the  Acquisition  and all
     related matters described herein;

          (iv)  certificate  from the jurisdiction of incorporation of CAI dated
     at or about the Closing Date that CAI is in good standing under the laws of
     said state;

          (v) opinion of CAI's counsel as described in Section 11(l) above;

          (vi) good funds representing the net proceeds of the CAI Financing;

          (vii) resignation of the existing officer and director of CAI;

          (viii) all corporate and financial records of CAI; and

          (ix) all other items,  the delivery of which is a condition  precedent
     to the obligations of BeFirst, as set forth in Section 12 hereof.


                                       12
<PAGE>

     16.  Finder's Fees.  CAI  represents  and warrants to BeFirst,  and BeFirst
represents  and  warrants to CAI that  neither of them,  or any party  acting on
their behalf,  has incurred any liabilities,  either express or implied,  to any
"broker" of "finder" or similar person in connection  with this Agreement or any
of the  transactions  contemplated  hereby  other  than  arrangements,  if  any,
disclosed to BeFirst by CAI to compensate any person who introduced the parties,
which obligation shall be the sole  responsibility of CAI. In this regard,  CAI,
on the one hand,  and BeFirst on the other  hand,  will  indemnify  and hold the
other  harmless  from any claim,  loss,  cost or expense  whatsoever  (including
reasonable  fees and  disbursements  of  counsel)  from or  relating to any such
express or implied liability other than as disclosed herein.

     17. Miscellaneous.

     (a)  Further  Assurances.  At any time,  and from  time to time,  after the
Closing Date, each party will execute such additional  instruments and take such
action as may be  reasonably  requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

     (b) Waiver.  Any failure on the part of any party hereto to comply with any
of its obligations,  agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.

     (c)  Amendment.  This Agreement may be amended only in writing as agreed to
by all parties hereto.

     (d) Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested.

     (e) Headings.  The section and  subsection  headings in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

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

     (g)  Governing  Law.  This  Agreement  shall be  construed  and enforced in
accordance with the laws of the State of Nevada.

     (h) Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors and assigns.


                                       13
<PAGE>

     (i) Entire Agreement.  This Agreement and the attached Exhibits  constitute
the  entire  agreement  of  the  parties  covering  everything  agreed  upon  or
understood  in  the  transaction.   There  are  no  oral  promises,  conditions,
representations,  understandings,  interpretations  or  terms  of  any  kind  as
conditions or inducements to the execution hereof.

     (j) Time. Time is of the essence.

     (k)  Severability.   If  any  part  of  this  Agreement  is  deemed  to  be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

                                       COLLECTIBLES AMERICA, INC.


                                       By:   /s/ Mick Jardine
                                           -------------------------------------
                                           Mick Jardine, President and Secretary



                                         /s/ Mick Jardine
                                       -----------------------------------------
                                       Mick Jardine, individually



                                       BEFIRST INTERNET CORPORATION


By:  /s/ Craig Pisaris Henderson       By: /s/ Craig Pisaris Henderson
     -----------------------------         -------------------------------------
         Secretary                         President

                                       SHAREHOLDERS OF BEFIRST
                                       INTERNET CORPORATION


                                             /s/ Robert Brahms
                                       -----------------------------------------
                                       Robert D. Brahms


                                             /s/ Courtney Jones
                                       -----------------------------------------
                                       Courtney Phillips Jones


                                             /s/ Craig Pisaris Henderson
                                       -----------------------------------------
                                       Craig A. Pisaris-Henderson


                                       14

<PAGE>




                                             /s/ Tony Garcia
                                       -----------------------------------------
                                       Tony Garcia


                                             /s/ Christopher Whitaker
                                       -----------------------------------------
                                       Christopher Knight Whitaker


                                             /s/ Peter Miller
                                       -----------------------------------------
                                       Peter Miller


                                       15

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