MERGER AGREEMENT



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                          AGREEMENT AND PLAN OF MERGER
                                     BY AND
                                     AMONG


                          SCORES HOLDING COMPANY, INC.
                              A UTAH CORPORATION,

                            SCRH ACQUISITION CORP.,
                             A NEW YORK CORPORATION


                                      AND


                            ACIEM MANAGEMENT, INC.,
                             A NEW YORK CORPORATION



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                                       1
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      AGREEMENT  AND PLAN OF MERGER (this  "Agreement"),  dated as of August 12,
2004,  by and among  Scores  Holding  Company,  Inc.,  a Utah  corporation  (the
"Company"),  SCRH Acquisition Corp., a New York corporation  ("Acquisition") and
Aciem Management, Inc., a New York corporation ("ACMI").

                                    RECITALS

            WHEREAS,  the Company and ACMI desire to merge  Acquisition with and
into ACMI whereby ACMI shall be the surviving  entity  pursuant to the terms and
conditions  set forth herein and whereby the  transaction is intended to qualify
as a tax free reorganization  pursuant to Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "IRC"), to the extent permitted by applicable law;

            WHEREAS, in furtherance of such combination, the Boards of Directors
of  the  Company,  Acquisition  and  ACMI  have  each  approved  the  merger  of
Acquisition with and into ACMI (the "Merger"), upon the terms and subject to the
conditions set forth herein, in accordance with the applicable provisions of the
New York Business Corporation Law (the "NYBCL").

            WHEREAS,  the  stockholder  of ACMI  desires to exchange  all of its
shares of the capital stock of ACMI (the "ACMI Capital Stock") for shares of the
capital  stock  of the  Company  (the  "Company  Capital  Stock")  as a tax free
reorganization pursuant to Section 368(a) of the IRC, to the extent permitted by
applicable law;

            WHERAS, just prior to the Merger, ACMI's 1.5% Convertible Debentures
Due August 11, 2009 in the  aggregate  principal  amount of Four Hundred  Eighty
Thousand  Dollars  ($480,000)  (the "ACMI  First  Debenture")  and  ACMI's  1.5%
Convertible  Debenture  Due August 11,  2009 in the  principal  amount of Twenty
Thousand Dollars  ($20,000) (the "ACMI Second  Debenture" and, together with the
ACMI First Debenture, the "ACMI Debentures") are convertible into shares of ACMI
common stock,  par value $.001 (the "ACMI Common Stock"),  pursuant to the terms
of the ACMI  Debentures  and the Purchase  Agreement (as defined below) and upon
the consummation of the Merger will be convertible into an equivalent  number of
shares of the Company's  common stock,  par value $0.001 per share (the "Company
Common Stock") (the "Company Underlying Shares");

            WHEREAS,  upon the  effectiveness  of the Merger and pursuant to the
terms of this  Agreement  and the  Purchase  Agreement,  the Company  Underlying
Shares will be  substituted  for the ACMI  Underlying  Shares,  the Company will
assume  the  obligations,  jointly  and  severally,  with  ACMI  under  the ACMI
Debentures  and the  Company  will  assume  the  obligations  of ACMI under that
certain  Convertible  Debenture  Purchase  Agreement  dated  even date  herewith
between  ACMI,  HEM  Mutual  Assurance  LLC  ("HEM")  and  Highgate  House,  LLC
("Highgate")  (the "Purchase  Agreement") and ACMI will be released from certain
of such obligations; and

            WHEREAS,  all defined  terms used herein and not  otherwise  defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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<PAGE>

            NOW,  THEREFORE,  in  consideration  of the foregoing and the mutual
covenants and  agreements  herein  contained,  and intending to be legally bound
hereby, the parties agree as follows:

                                   ARTICLE I

                                   THE MERGER

            1.1 The Merger.  At the Effective Time (as hereinafter  defined) and
subject to and upon the terms and  conditions  of this  Agreement and the NYBCL,
Acquisition shall be merged with and into ACMI pursuant to the Merger. Following
the Merger,  ACMI shall continue as the surviving  corporation  (the  "Surviving
Corporation") and the separate  corporate  existence of Acquisition shall cease.
As part of the Merger and as more fully  described  in Section  2.1, (i) the Two
Hundred  (200) issued and  outstanding  shares of the ACMI Common Stock shall be
exchanged for Company  Common Stock at the Exchange Ratio (as defined below) and
(ii) each share of Acquisition's  issued and outstanding shares of common stock,
no par value per share (the "Acquisition Common Stock"), shall be converted into
one validly issued,  fully paid and  non-assessable  share of common stock,  par
value $.001, of the Surviving  Corporation  (the "Surviving  Corporation  Common
Stock").

            1.2 Effective  Time.  The Merger shall be consummated as promptly as
practicable after satisfaction of all conditions to the Merger set forth herein,
by filing with the Secretary of State of the State of New York a certificate  of
merger  or  similar  document  (the  "Certificate  of  Merger"),  and all  other
appropriate  documents,  executed in accordance with the relevant  provisions of
the NYBCL.  The Merger shall become effective upon the filing of the Certificate
of Merger with the Secretary of State of New York. The time of such filing shall
be referred to herein as the "Effective Time."

            1.3 Effects of the Merger.  At the Effective  Time,  all the rights,
privileges,  immunities,  powers and franchises of Acquisition  and ACMI and all
property, real, personal and mixed, and every other interest of, or belonging to
or due to each of Acquisition and ACMI shall vest in the Surviving  Corporation,
and all debts,  liabilities,  obligations  and duties of  Acquisition  and ACMI,
including,  without limitation, the performance of all obligations and duties of
ACMI pursuant to the Purchase  Agreement,  the ACMI Debentures and the exhibits,
schedules  and all  documents  executed  in  connection  therewith  or any other
Transaction  Document (as defined in the Purchase  Agreement),  shall become the
debts, liabilities,  obligations and duties of the Surviving Corporation (except
as assumed by the Company) without further act or deed, all in the manner and to
the full  extent  provided  by the  NYBCL.  Whenever a  conveyance,  assignment,
transfer,  deed or other  instrument or act is necessary to vest any property or
right in the Surviving Corporation, the directors and officers of the respective
constituent corporations shall execute, acknowledge and deliver such instruments
and  perform  such  acts,  for  which  purpose  the  separate  existence  of the
constituent  corporations  and the authority of their  respective  directors and
officers shall continue, notwithstanding the Merger.

            1.4 Certificate of  Incorporation.  The Certificate of Incorporation
of ACMI,  as in effect  immediately  prior to the Effective  Time,  shall be the
Certificate of Incorporation of the Surviving  Corporation and thereafter may be
amended or repealed in accordance with its terms and applicable law.

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<PAGE>

            1.5 By-Laws. At the Effective Time and without any further action on
the part of  Acquisition  and ACMI,  the By-laws of ACMI shall be the By-laws of
the  Surviving  Corporation  and  thereafter  may  be  amended  or  repealed  in
accordance with their terms or the Certificate of Incorporation of the Surviving
Corporation and as provided by law.

            1.6  Directors.  The directors of  Acquisition at the Effective Time
shall be the directors 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.

            1.7 Officers.  The officers of  Acquisition  at the  Effective  Time
shall be the officers of the Surviving  Corporation,  until the earlier of their
resignation or removal or until their  respective  successors are duly appointed
and qualified, as the case may be.

            1.8  Tax-Free  Reorganization.  The  parties  intend that the Merger
shall be treated as a tax-free  reorganization pursuant to Section 368(a) of the
IRC, to the extent permitted by applicable law.

                                   ARTICLE II

          CONVERSION OF ACMI SHARES AND ASSUMPTION OF ACMI DEBENTURES

            2.1  Conversion  and  Cancellation  of ACMI Common Stock.  As of the
Effective  Time,  by virtue of the Merger and  without any action on the part of
the  Company,  Acquisition  or ACMI or the  holders of any shares of the capital
stock of Acquisition or ACMI:

                  (a) Subject to the  provisions  of Sections 2.4 and 2.5,  each
share  of ACMI  Common  Stock  (the  "ACMI  Common  Stock  Shares")  issued  and
outstanding  immediately prior to the Effective Time (other than shares canceled
in  accordance  with  Section  2.1(b) and other than with  respect to the escrow
shares  deposited by ACMI with the Escrow Agent (as defined below) in accordance
with  the  Purchase   Agreement  (the  "ACMI  Escrow  Shares")  which  shall  be
automatically  cancelled  and replaced  with an equal  number of Company  Escrow
Shares  in  accordance  with  Section  2.2,  shall be  converted  into 0.01 (the
"Exchange  Ratio") of a validly issued,  fully paid and  nonassessable  share of
Company Common Stock (the "Company  Common Stock  Shares").  As of the Effective
Time,  each ACMI Common  Stock Share  shall no longer be  outstanding  and shall
automatically  be canceled and cease to exist,  and each holder of a certificate
representing  any ACMI  Common  Stock  Share shall cease to have any rights with
respect  thereto other than the right to receive  Company Common Stock Shares to
be issued in  consideration  therefor  upon the  surrender of such  certificate,
properly  endorsed to the Company.  (B) (C)

            (b) Each share of ACMI  Capital  Stock held in the  treasury  of the
ACMI and each share of ACMI Capital Stock owned by  Acquisition or Company shall
be canceled without any conversion thereof and no payment, distribution or other
consideration shall be made with respect thereto.

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<PAGE>

            (c) Each issued and  outstanding  share of Acquisition  Common Stock
shall be converted into one validly issued,  fully paid and nonassessable  share
of Surviving Corporation Common Stock.

            2.2 Escrow  Materials.  (a) At the  Post-Closing,  the Company shall
deposit  into  escrow with  Gottbetter  &  Partners,  LLP, as escrow  agent (the
"Escrow Agent") the following, which are hereinafter collectively referred to as
the "Escrow  Materials," (i) the escrow agreement annexed hereto and made a part
hereof  as  EXHIBIT   2.2(A)  (the  "Escrow   Agreement"),   (ii)   certificates
representing  Sixty Million  (60,000,000)  shares of duly issued  Company Common
Stock,  without  restriction  and  freely  tradable  pursuant  to  Rule  504  of
Regulation D of the  Securities  Act (the  "Company  Escrow  Shares"),  in share
denominations  specified  by  the  Purchaser,  registered  in  the  name  of the
Purchaser and/or its assigns;  and (iii) a power of attorney with respect to the
Company  Underlying Shares and the Company Escrow Shares, in the form annexed to
the Escrow  Agreement  as  Appendix  I. At the  Post-Closing,  upon the  Company
fulfilling its obligations under this Section 2.2, Escrow Agent shall release to
the Company the ACMI Escrow Shares cancelled in accordance with Section 2.1. The
Escrow  Materials  shall  be  held in  escrow  in  accordance  with  the  Escrow
Agreement. The Escrow Materials shall be released from escrow only in accordance
with this Section 2.2, the Purchase Agreement the ACMI Debentures and the Escrow
Agreement.

            (b) Upon the  effectiveness  of the  Merger and in  accordance  with
Section 2.7 hereof,  the Company shall substitute the Company  Underlying Shares
and the Company Escrow Shares for the ACMI Underlying Shares and the ACMI Escrow
Shares with regard to all of the rights and obligations,  specifically including
the conversion  rights,  under the ACMI  Debentures,  and the ACMI Escrow Shares
shall be cancelled.

            2.3 [Intentionally left blank].

            2.4 Adjustment of the Exchange  Ratio.  In the event that,  prior to
the Effective  Time,  any stock split,  combination,  reclassification  or stock
dividend  with  respect to the Company  Common Stock or ACMI Common  Stock,  any
change or conversion of Company  Common Stock or ACMI Common Stock or into other
securities  or any other  dividend or  distribution  with respect to the Company
Common  Stock or ACMI Common  Stock  (other than  regular  quarterly  dividends)
should  occur or, if a record date with respect to any of the  foregoing  should
occur,  appropriate and proportionate  adjustments shall be made to the Exchange
Ratio,  and thereafter all references to an Exchange Ratio shall be deemed to be
to such Exchange Ratio as so adjusted.

            2.5 No Fractional  Shares.  No  certificates  or scrip  representing
fractional shares of Company Common Stock shall be issued upon the surrender for
exchange of certificates  and such fractional share shall not entitle the record
or beneficial  owner thereof to vote or to any other rights as a stockholder  of
the Company.  The number of shares of Company Common Stock to be issued shall be
rounded up to the nearest whole share.

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<PAGE>

            2.6 Further Assurances.  If at any time after the Effective Time the
Surviving  Corporation  shall  consider or be advised  that any deeds,  bills of
sale,  assignments  or  assurances  or any other acts or things  are  necessary,
desirable or proper (a) to vest, perfect or confirm, of record or otherwise,  in
the Surviving  Corporation,  its right, title or interest in, to or under any of
the rights, privileges, powers, franchises,  properties or assets of either ACMI
or Acquisition or (b) otherwise to carry out the purposes of this Agreement, the
Surviving  Corporation  and its proper officers and directors or their designees
shall be authorized  (to the fullest  extent  allowed under  applicable  law) to
execute and deliver,  in the name and on behalf of either ACMI or  Acquisition ,
all such deeds,  bills of sale,  assignments  and assurances and do, in the name
and on behalf of ACMI or Acquisition,  all such other acts and things necessary,
desirable or proper to vest, perfect or confirm its right, title or interest in,
to or under any of the rights,  privileges,  powers,  franchises,  properties or
assets of ACMI or  Acquisition,  as  applicable,  and otherwise to carry out the
purposes of this Agreement.

            2.7 ACMI  Debentures.  (a) As of the  Effective  Time,  the  Company
assumes,   jointly  and  severally  with  ACMI,  all  of  the   obligations  and
responsibilities  under the ACMI Debentures to the holder or holders of the ACMI
Debentures.  With respect to the ACMI  Debentures,  at the Effective  Time,  the
Company  shall  (i)  replace  the  ACMI  Underlying  Shares,  with  the  Company
Underlying  Shares and (ii) replace the Escrow Shares deposited by ACMI with the
Escrow Agent with the Company Escrow Shares.

            (b) At the Effective Time, (i) all references in the ACMI Debentures
to Company Common Stock (as defined in the ACMI Debentures)  shall be references
to Company  Common  Stock (as  defined  herein) and (ii) all  references  to the
Company (as defined in the ACMI Debentures) in the ACMI Debentures shall be read
as references to the Company (as defined  herein) as if the ACMI Debentures were
issued on the date the ACMI Debentures  were issued,  by the Company (as defined
herein),  specifically including all calculations in the ACMI Debentures such as
the  determination  of the conversion  price,  the Conversion  Price,  the Fixed
Conversion  Price and the Floating  Conversion  Price.  The  Exchange  Ratio (as
defined  herein) shall have no effect on the ACMI  Debentures or the  assumption
thereof by the Company (as defined herein).

            (c) At the Effective  Time,  ACMI shall assign and the Company shall
assume all of ACMI's  obligations and covenants under the Purchase  Agreement as
if the  Company  executed  the  Purchase  Agreement  instead of ACMI on the date
thereof. At the Effective Time, all references to the Company (as defined in the
Purchase Agreement) in the Purchase Agreement shall mean the Company (as defined
herein) and all  references  to dates or tolling of periods  shall be read as if
the Company (as defined herein) executed the Purchase  Agreement  instead of the
Company (as defined in the Purchase  Agreement).  At the Effective  Time, all of
the remedies  available to the current and future holders of the ACMI Debentures
under the  Purchase  Agreement  against the Company (as defined in the  Purchase
Agreement) shall be available against the Company (as defined herein).

            (d) The  provisions  described  in this  Section  2.7  shall  not be
amended and shall be in effect until the earlier of (i) the date all of the ACMI
Convertible  Debentures have been converted into Company Common Stock Shares and
(ii) six (6) years from the date the ACMI Debentures were issued.

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            (e) The current and future holders of the ACMI  Debentures  shall be
third party beneficiaries of this Agreement. There shall be no other third party
beneficiaries to this Agreement or any part hereof. XX.

                                  ARTICLE III

                                    CLOSING

            Subject to  satisfaction  of the  conditions to closing set forth in
this Agreement and unless this  Agreement is otherwise  terminated in accordance
with  the  provisions  contained  herein,  the  closing  of the  Merger  and the
Contemplated  Transactions (the "Post-Closing")  shall take place at the offices
of  Gottbetter  & Partners,  LLP,  488  Madison  Avenue,  New York,  New York as
promptly as practicable  after  satisfaction of the conditions set forth in this
Agreement,  which in no event shall be more than ten days after the Closing Date
under the  Purchase  Agreement  (except if such 10th day is not a Business  Day,
then the next Business Day) (the "Post-Closing Date").

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            4.1  Representations  and Warranties of the Company and Acquisition.
Except as disclosed  in the Reports (as defined  below) or in a document of even
date herewith referring to the  representations and warranties in this Agreement
and  delivered  by Company to ACMI prior to the  execution  and delivery of this
Agreement  (the  "Company  Disclosure  Schedule"),  Acquisition  and the Company
hereby make the following  representations  and warranties to ACMI, all of which
shall survive the Post-Closing,  subject to the limitations set forth in Section
8.1 hereof:

            (a)  Organization  and Good  Standing.  Acquisition is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York,  with full  corporate  power and  authority  to  conduct  its
business as it is now being  conducted,  to own or use the properties and assets
that it owns or uses, and to perform all its  obligations  under this Agreement.
The  Company is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Utah,  with  full  corporate  power and
authority  to conduct its business as it is now being  conducted,  to own or use
the  properties  and  assets  that it  owns  or  uses,  and to  perform  all its
obligations under this Agreement and, upon the Post-Closing the ACMI Debentures.
Company has no subsidiaries  other than  Acquisition and other than as set forth
on  the  Company   Disclosure   Schedule   (individually,   a  "Subsidiary"  and
collectively, the "Subsidiaries").  Acquisition has no subsidiaries. Each of the
Company and Acquisition is duly qualified to do business and is in good standing
as a foreign  corporation in each  jurisdiction in which either the ownership or
use of the  properties  owned or used by it,  or the  nature  of the  activities
conducted by it, requires such qualification,  except for such failures to be so
qualified or in good standing would not have a Material Adverse Effect.

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            (b) Authority; No Conflict.

                  i. This  Agreement  and any  agreement  executed in connection
herewith  by Company or  Acquisition  constitute  the legal,  valid and  binding
obligations  of the Company  and  Acquisition,  as the case may be,  enforceable
against the  Company and  Acquisition,  as the case may be, in  accordance  with
their respective terms,  except as such enforceability is limited by bankruptcy,
insolvency  and other  laws  affecting  the rights of  creditors  and by general
equitable  principles.  The Company has the  absolute  and  unrestricted  right,
power,  authority  and  capacity to execute and deliver this  Agreement  and any
agreement  executed by it in connection  herewith and to perform its obligations
hereunder and thereunder.

                  ii.  Neither the execution  and delivery of this  Agreement by
each of the Company and Acquisition, nor the consummation or performance by each
of  any  of  its  respective  obligations  contained  in  this  Agreement  or in
connection with the Contemplated Transactions will, directly or indirectly (with
or without notice or lapse of time):

                        a. contravene, conflict with or result in a violation of
(x) any provision of the Organizational Documents of the Company or Acquisition,
as the case may be, or (y) any  resolution  adopted by the board of directors or
the stockholders of the Company or Acquisition, as the case may be;

                        b.  contravene,  conflict  with or result in a violation
of, or give any governmental  body or other Person the right to challenge any of
the  Contemplated  Transactions  or to exercise  any remedy or obtain any relief
under, any Legal Requirement or any Order to which the Company or Acquisition or
any of the assets owned or used by the Company or Acquisition may be subject;

                        c. contravene, conflict with or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise any remedy under,  or to accelerate the maturity or performance  of, or
to cancel,  terminate  or modify,  this  Agreement,  the ACMI  Debentures  (once
assumed by Company) or any Applicable Contract;

                        d. result in the  imposition or creation of any material
encumbrance  upon or with respect to any of the material assets owned or used by
the Company or Acquisition;

                        e. cause the Company or  Acquisition  to become  subject
to, or to become liable for the payment of, any tax; or

                        f.  cause  any of the  assets  owned by the  Company  or
Acquisition  to be  reassessed  or  revalued  by any taxing  authority  or other
governmental  body,  except  in  connection  with the  transfer  of real  estate
pursuant to this Agreement or the Contemplated Transactions, if any.

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            (c) Capitalization. The capitalization of the Company as of June 30,
2004 is as set  forth  in the Form  10-Q for the  period  ended  June 30,  2004,
increased  as set forth in the next  sentence.  The  Company  has not issued any
capital stock since that date other than pursuant to (i) employee  benefit plans
disclosed  in the  Reports  (as  defined in Section  4.1(d)),  (ii)  outstanding
warrants,  options  or other  securities  disclosed  in the  Reports or (iii) as
disclosed  in all of the filings of the Company  with the SEC. All of the issued
and  outstanding  shares of the Company  Capital Stock have been duly authorized
and  validly  issued  and are fully  paid and  non-assessable.  Except  for this
Agreement  and as disclosed in the Reports,  there are no  outstanding  options,
warrants,  script,  rights  to  subscribe  to,  registration  rights,  calls  or
commitments of any character  whatsoever  relating to, or securities,  rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares of the  Company  Common  Stock,  or
contracts, commitments,  understandings, or arrangements by which the Company or
any Subsidiary is or may become bound to issue additional  shares of the Company
Common Stock, or securities or rights convertible or exchangeable into shares of
the Company  Common Stock.  None of the  outstanding  Company  Capital Stock was
issued in violation of the Securities Act or any other legal requirement.

            (d)  Financial  Statements.   The  Company  has  delivered  or  made
available  to ACMI  copies of its Form 10-K  Annual  Report for the fiscal  year
ended December 31, 2003 and copies of its quarterly reports on Form 10-Q for the
quarters ended March 30, 2004 and June 30, 2004,  each as filed with the SEC and
including,  in each case, any amendments thereto (collectively,  the "Reports").
The financial  statements  contained in the Reports are in all material respects
in  accordance  with the books and records of the Company and have been prepared
in accordance  with GAAP applied on a consistent  basis  throughout  the periods
indicated,  all as more  particularly set forth in the notes to such statements.
The consolidated  balance sheets contained in such Reports (the "Company Balance
Sheets")  present  fairly  in  all  material  respects  as of  their  dates  the
consolidated financial condition of the Company and its subsidiaries.  Except as
and to the extent  reflected or reserved  against in the Company  Balance Sheets
(including the notes  thereto),  the Company did not have, as of the date of any
such Company Balance Sheet, any material liabilities or obligations (absolute or
contingent)  of a nature  customarily  reflected in a balance sheet or the notes
thereto. The consolidated  statements of operations,  consolidated statements of
stockholders'  equity  and  changes  in  consolidated  statements  of cash flows
present fairly in all material respects the results of operations and changes in
financial  position  of  the  Company  and  its  subsidiaries  for  the  periods
indicated.

            (e) SEC  Filings.  The Company has filed all reports  required to be
filed  with the SEC  under the  rules  and  regulations  of the SEC and all such
reports have complied in all material  respects,  as of their respective  filing
dates  and  effective  dates,  as the  case  may be,  with  all  the  applicable
requirements  of the  Securities  Exchange  Act of 1934,  as amended.  As of the
respective filing and effective dates, none of such reports  (including  without
limitation,  the Reports)  contained any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.

            (f) Absence of Material Adverse Change. Since the date of the latest
Company Balance Sheets, there have been no events,  changes or occurrences which
have had or are reasonably likely to have,  individually or in the aggregate,  a
Material Adverse Effect.

            (g) Issuance of Company Securities. The Company Common Stock Shares,
and when issued in accordance with this Agreement,  the Purchase Agreement,  the
ACMI Debentures and the Escrow Agreement,  the Company Underlying Shares and the
Company Escrow Shares, shall be duly authorized,  validly issued, fully-paid and
nonassessable.  The  Company  currently  has,  and at all  times  while the ACMI
Debentures are outstanding  will maintain,  an adequate reserve of shares of the
Company  Common  Stock to  enable  it to  perform  its  obligations  under  this
Agreement and ACMI Debentures.  Except as set forth in the Reports,  there is no
equity line of credit or convertible  security or instrument  outstanding of the
Company.

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            (h) Undisclosed Liabilities.  Except as disclosed in any Schedule to
this Agreement,  none of the Company,  Acquisition or the  Subsidiaries  has any
material  obligations  and  liabilities  (contingent or otherwise)  except those
liabilities (i) that are reflected in the Company Balance Sheets or in the notes
thereto,  or  disclosed  in the notes  therein  in  accordance  with GAAP or, in
accordance with GAAP, are not required to be so reflected or disclosed,  or (ii)
that were incurred after the date of the Company  Balance Sheets in the Ordinary
Course of Business, none of which results from, arises out of, relates to, is in
the  nature of, or was caused by any  breach of  contract,  breach of  warranty,
tort, infringement,  or violation of law or could reasonably be expected to have
a Material Adverse Effect.

            (i) Taxes.

                  i. The  Company  has  filed or  caused to be filed on a timely
basis all tax  returns  that are or were  required to be filed by it pursuant to
applicable Legal  Requirements.  The Company has paid, or made provision for the
payment  of, all taxes that have or may have  become due  pursuant  to those tax
returns or  otherwise,  or pursuant to any  assessment  received by the Company,
except such taxes, if any, as are listed in the Company Disclosure  Schedule and
are  being  contested  in good  faith as to which  adequate  reserves  have been
provided in the Company Balance Sheets.

                  ii. All tax returns filed by the Company are true, correct and
complete in all material respects.

            (j) Employee  Benefits.  Except as  disclosed  in the  Reports,  the
Company  does not  sponsor or  otherwise  maintain a "pension  plan"  within the
meaning of  Section  3(2) of ERISA or any other  retirement  plan other than the
Company  Profit  Sharing  and 401(k)  Plan and Trust that is intended to qualify
under  Section  401 of the Code,  nor do any  unfunded  liabilities  exist  with
respect to any employee benefit plan, past or present. No employee benefit plan,
any trust created thereunder or any trustee or administrator thereof has engaged
in a "prohibited transaction," as defined in Section 4975 of the Code, which may
have a Material Adverse Effect.

            (k) Governmental  Authorizations.  The Company,  Acquisition and the
Subsidiaries  have all  permits  that are  legally  required  to enable  them to
conduct their business in all material respects as now conducted.

                                       10
<PAGE>

            (l) Legal Proceedings; Orders.

                  i.  Except as set forth in the  Reports,  there is no material
pending Proceeding:

                        a. that has been  commenced  by or against the  Company,
Acquisition  or the  Subsidiaries,  or any of the  assets  owned or used by, the
Company, Acquisition or the Subsidiaries; or

                        b.  that  challenges,  or that may have  the  effect  of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated Transaction.

                  ii. Except as set forth in the Reports:

                        a. there is no  material  Order to which the  Company or
the Subsidiaries, or any of the assets owned or used by the Company, Acquisition
or the Subsidiaries, is subject; and

                        b. no  officer,  director,  agent,  or  employee  of the
Company or  Acquisition  is subject to any material  Order that  prohibits  such
offer,  director,  agent or employee from engaging in or continuing any conduct,
activity or practice relating to the business of the Company or Acquisition,  as
the case may be.

            (m) Absence of Certain  Changes  and Events.  Except as set forth in
the  Reports,  since the date of the most recent  Company  Balance  Sheets,  the
Company and the Subsidiaries  and Acquisition,  since the date of its inception,
have conducted their business only in the Ordinary Course of Business, and other
than as contemplated by this Agreement or the  Contemplated  Transactions  there
has not been any:

                  i. change in the authorized or issued Company Capital Stock or
the  authorized or issued  capital stock of  Acquisition  and the  Subsidiaries;
grant of any stock  option or right to purchase  shares of capital  stock of the
Company;  issuance of any equity lines of credit, security convertible into such
capital  stock;  grant  of  any  registration  rights;   purchase,   redemption,
retirement,   or  other   acquisition  or  payment  of  any  dividend  or  other
distribution or payment in respect of shares of capital stock;

                  ii. amendment to the Organizational  Documents of the Company,
Acquisition or the Subsidiaries;

                  iii. damage to or destruction or loss of any material asset or
property of the Company, Acquisition or the Subsidiaries, whether or not covered
by insurance, causing a Material Adverse Effect;

                  iv. receipt of notice that any of their substantial  customers
have terminated or intends to terminate their  relationship,  which  termination
would have a Material Adverse Effect;

                                       11
<PAGE>

                  v.  entry  into any  transaction  other  than in the  Ordinary
Course of Business;

                  vi. entry into,  termination  of, or receipt of written notice
of  termination  of any  material (i) license,  distributorship,  dealer,  sales
representative, joint venture, credit, or similar agreement, or (ii) contract or
transaction;

                  vii.  sale  (other  than sales of  inventory  in the  Ordinary
Course of Business), lease, or other disposition of any asset or property of the
Company,  Acquisition or the Subsidiaries or mortgage,  pledge, or imposition of
any lien or other  encumbrance on any material asset or property of the Company,
Acquisition or the Subsidiaries;

                  viii.  cancellation  or waiver of any claims or rights  with a
value to the Company in excess of $10,000;

                  ix.  material  change in the  accounting  methods  used by the
Company, Acquisition or the Subsidiaries; or

                  x.  agreement,  whether  oral  or  written,  by  the  Company,
Acquisition or the Subsidiaries to do any of the foregoing.

            (n) No  Default  or  Violation.  The  Company,  Acquisition  and the
Subsidiaries (i) are in material  compliance with all applicable  material terms
and  requirements  of each  material  contract  under which they have or had any
obligation  or  liability or by which they or any of the assets owned or used by
them  is or was  bound  and  (ii)  is not in  material  violation  of any  Legal
Requirement.

            (o)  Certain  Payments.  Since the most  recent  date of the Company
Balance Sheets,  neither the Company,  Acquisition or the Subsidiaries,  nor any
director,  officer,  agent or employee of the  Company or the  Subsidiaries  has
directly or indirectly (a) made any contribution,  gift, bribe, rebate,  payoff,
influence payment,  kickback or other payment to any Person,  private or public,
regardless  of form,  whether  in  money,  property  or  services  (i) to obtain
favorable  treatment in securing business,  (ii) to pay for favorable  treatment
for  business  secured,  (iii) to  obtain  special  concessions  or for  special
concessions already obtained,  for or in respect of the Company,  Acquisition or
the  Subsidiaries  or  (iv)  in  violation  of  any  Legal  Requirement,  or (b)
established  or  maintained  any fund or asset that has not been recorded in the
books and records of the Company, Acquisition or the Subsidiaries.

            (p)  Brokers  or  Finders.  The  Company  and  Acquisition  have not
incurred any obligation or liability,  contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in connection with
this Agreement.

            4.2  Representations  and Warranties of ACMI.  ACMI hereby makes the
following  representations  and  warranties  to the Company,  all of which shall
survive the  Post-Closing,  subject to the  limitations set forth in Section 8.2
hereof:

                                       12
<PAGE>

            (a) Organization,  Good Standing and Purpose.  ACMI is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York with full power and authority to conduct its  businesses as it
is now being conducted,  to own or use the properties and assets that it owns or
uses, and to perform all of its obligations  under this  Agreement.  ACMI has no
subsidiaries. ACMI is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which either the ownership or use of
the properties owned or used by it, or the nature of the activities conducted by
it, requires such qualification,  except for such failures to be so qualified or
in good standing would not have a Material  Adverse  Effect.  ACMI was formed to
assist small communications companies with their growth strategies.

            (b) Authority; No Conflict.

                  i. This  Agreement  and any  agreement  executed in connection
herewith have been duly authorized by all required action of ACMI and constitute
the legal, valid and binding  obligations of ACMI,  enforceable  against ACMI in
accordance with their respective  terms.  ACMI has the absolute and unrestricted
right,  power and  authority  to execute  and  deliver  this  Agreement  and any
agreements  executed  in  connection  herewith  and to perform  its  obligations
hereunder and thereunder.

                  ii Neither the  execution  and  delivery of this  Agreement by
ACMI,  nor  the  consummation  or  performance  by it of any of its  obligations
contained in this Agreement or in connection with the Contemplated  Transactions
by the Company will,  directly or indirectly (with or without notice or lapse of
time):

                        a. contravene, conflict with or result in a violation of
(x) any provision of the Organizational  Documents of ACMI or (y) any resolution
adopted by the board of directors or the stockholders of ACMI;

                        b.  contravene,  conflict  with or result in a violation
of, or give any governmental  body or other Person the right to challenge any of
the  Contemplated  Transactions  or to exercise  any remedy or obtain any relief
under,  any Legal  Requirement  or any Order to which  ACMI or any of the assets
owned or used by ACMI may be subject;

                        c. contravene, conflict with or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise any remedy under,  or to accelerate the maturity or performance  of, or
to cancel, terminate or modify, this Agreement, the Purchase Agreement, the ACMI
Debentures or any Applicable Contract;

                        d. result in the  imposition or creation of any material
encumbrance  upon or with respect to any of the material assets owned or used by
ACMI;

                        e. cause ACMI to become  subject to, or to become liable
for the payment of, any tax; or

                        f.  cause  any  of  the  assets  owned  by  ACMI  to  be
reassessed  or  revalued by any taxing  authority  or other  governmental  body,
except in connection with the transfer of real estate pursuant to this Agreement
or the Contemplated Transactions.

                                       13
<PAGE>

                  iii.  ACMI is not  required  to obtain  any  consent  from any
Person in connection  with the  execution and delivery of this  Agreement or the
consummation or performance of any of the Contemplated Transactions,  other than
the  requisite   approval  of  its   stockholder,   John  Neilson  (  the  "ACMI
Stockholder"), which approval has been obtained.

            (c)  Capitalization.   The  entire  authorized  ACMI  Capital  Stock
consists  of  50,001,000  shares ACMI Common  Stock,  of which 1,000  shares are
issued and outstanding and held by the ACMI  Stockholder and 50,000,000 of which
are held in escrow  pursuant to the ACMI Escrow  Agreement  (as defined  below).
With the  exception  of the ACMI Common  Stock  Shares and the ACMI  Debentures,
there are no other  outstanding  equity or debt  securities  of the Company.  No
legend  or  other  reference  to any  purported  encumbrance  appears  upon  any
certificate  representing  the ACMI Common Stock Shares,  other than  applicable
Securities Act legends.  The ACMI Common Stock Shares have been duly  authorized
and validly  issued and are fully paid and  non-assessable.  Except for the ACMI
Debentures  and the  agreements  relating  thereto  set  forth  in the  Purchase
Agreement,  there are no outstanding options, voting agreements or arrangements,
warrants,  script,  rights  to  subscribe  to,  registration  rights,  calls  or
commitments of any character  whatsoever relating to, or, securities,  rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares  of ACMI  Capital  Stock  or  other
securities, or contracts, commitments,  understandings, or arrangements by which
ACMI is or may become bound to issue additional  shares of ACMI Capital Stock or
other  securities,  or securities or rights  convertible  or  exchangeable  into
shares of ACMI Capital  Stock or other  securities.  Except as set forth in this
Section 4.2(c), ACMI has no outstanding equity,  debt, debt or equity equivalent
security, or debt or equity lines of credit. None of the outstanding ACMI Common
Stock Shares were issued in violation of the  Securities  Act or any other legal
requirement.  ACMI does not own,  and has no  contract  to  acquire,  any equity
securities or other securities of any Person or any direct or indirect equity or
ownership interest in any other business.  The ACMI Escrow Shares have been duly
authorized,  validly issued,  fully paid and are  nonassessable  pursuant to the
escrow  agreement  between ACMI,  HEM,  Highgate and the Escrow Agent (the "ACMI
Escrow  Agreement").  The ACMI Underlying Shares have been duly authorized,  and
when and if issued  pursuant  to the terms of the  Purchase  Agreement,  will be
fully paid and nonassessable.

            (d)  Financial  Statements.  ACMI has  delivered  to the  Company  a
balance sheet of ACMI as at December 31, 2003 (the "ACMI Balance Sheet"),  and a
statement of operations for the period from inception to December 31, 2003. Such
financial  statements  were prepared in accordance  with GAAP,  are set forth in
Schedule  4.2(d)  hereto and fairly  present  the  financial  condition  and the
results of operations of ACMI as at December 31, 2003 of and for the period then
ended.

            (e) Absence of Material  Adverse Change.  Since the date of the most
recent ACMI Balance Sheet provided under Section 4.2(d) hereof,  there have been
no events,  changes or occurrences  which have had or are  reasonably  likely to
have, individually or in the aggregate, a material adverse effect on ACMI.

            (f) Books and Records.  The books of account,  minute  books,  stock
record books,  and other records of ACMI,  all of which have been made available
to the Company and original  copies of which will be delivered to the Company at
the  Post-Closing,  are  complete  and  correct  and  have  been  maintained  in
accordance  with sound  business  practices,  including  the  maintenance  of an
adequate system of internal controls.  The minute books of ACMI contain accurate
and complete records of all meetings held of, and corporate action taken by, the
stockholders,  the  Board  of  Directors,  and any  committees  of the  Board of
Directors of ACMI.

                                       14
<PAGE>

            (g) No Undisclosed Liabilities. There are no material liabilities of
ACMI, whether absolute,  accrued,  contingent, or otherwise, other than the ACMI
Debentures and as set forth in Schedule 4.2(g).

            (h) Title to Properties;  Encumbrances. ACMI has good and marketable
title to all the properties,  interest in such  properties and assets,  real and
personal, reflected in the ACMI Balance Sheet or acquired after the date of such
balance  sheet,  free and clear of all  mortgages,  liens,  pledges,  charges or
encumbrances  except (i)  mortgages  and other  encumbrances  referred to in the
notes to the ACMI Balance Sheet. ACMI neither owns nor leases any real property.

            (i) Legal Proceedings; Orders.

                  i. Except as set forth in Schedule 4.2(i) hereto,  there is no
pending Proceeding:

                        a. that has been  commenced or  threatened by or against
ACMI or any of its  officers,  directors,  agents or  employees  as such or that
otherwise  relates to or may affect the  business of, or any of the assets owned
or used by, ACMI; or

                        b.  that  challenges,  or that may have  the  effect  of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated Transaction.

                  ii. Except as set forth in Schedule 4.2(i) hereto:

                        a. there is no Order to which ACMI, or any of the assets
owned or used by ACMI, is subject; and

                        b. no officer,  director,  agent, or employee of ACMI is
subject to any Order that prohibits such offer, director, agent or employee from
engaging in or  continuing  any  conduct,  activity or practice  relating to the
business of ACMI.

            (j) Brokers or Finders.  ACMI has incurred no liability,  contingent
or otherwise,  for brokerage or finders'  fees or agents'  commissions  or other
similar payment in connection with this Agreement.

            (k) No Default  or  Violation.  Schedule  4.2(k)  hereto  lists each
contract,  agreement and commitment to which ACMI is a party or otherwise  bound
(each, an "ACMI Contract") or has any obligation or liability  pursuant thereto.
ACMI (i) is in compliance with all terms and  requirements of each ACMI Contract
and (ii) is not in violation of any Legal Requirement.

                                       15
<PAGE>

            (l) Taxes.

                  i. ACMI has filed or caused to be filed on a timely  basis all
tax returns that are or were  required to be filed by it pursuant to  applicable
Legal  Requirements.  ACMI has paid,  or made  provision for the payment of, all
taxes  that  have or may have  become  due  pursuant  to those  tax  returns  or
otherwise, or pursuant to any assessment received by ACMI, except such taxes, if
any, as are listed in Schedule  4.2(l)  hereto and are being  contested  in good
faith as to which  adequate  reserves  have been  provided  in the ACMI  Balance
Sheets.

                  ii.  All tax  returns  filed by ACMI  are  true,  correct  and
complete in all material respects and no taxes are currently owed or tax returns
due by or on behalf of ACMI.

            (m) Absence of Certain  Changes  and Events.  Except as set forth in
Schedule  4.2(m)  hereto,  since the date of the ACMI  Balance  Sheet,  ACMI has
conducted  its business only in the Ordinary  Course of Business,  there has not
been any material adverse effect on ACMI's business or operations, and there has
not been any:

                  i. change in the  authorized or issued  capital stock of ACMI;
grant of any stock option or right to purchase  shares of capital stock of ACMI;
issuance of any  security  convertible  into such  capital  stock;  grant of any
registration rights; purchase,  redemption,  retirement, or other acquisition or
payment of any dividend or other distribution or payment in respect of shares of
capital stock;

                  ii. amendment to the Organizational Documents of ACMI;

                  iii. damage to or destruction or loss of any asset or property
of ACMI, whether or not covered by insurance or any other event or circumstance,
materially and adversely affecting the properties,  assets, business,  financial
condition, or prospects of ACMI;

                  iv.  receipt of notice that any of its  substantial  customers
have terminated or intends to terminate their  relationship,  which  termination
would have a material  adverse  effect on its  financial  condition,  results or
operations, business assets or properties of ACMI;

                  v.  entry  into any  transaction  other  than in the  Ordinary
Course of Business;

                  vi. entry into,  termination  of, or receipt of written notice
of   termination   of  any   (i)   license,   distributorship,   dealer,   sales
representative, joint venture, credit, or similar agreement, or (ii) contract or
transaction;

                  vii.  sale,  lease,  or  other  disposition  of any  asset  or
property  of ACMI or  mortgage,  pledge,  or  imposition  of any  lien or  other
encumbrance on any asset or property of ACMI;

                  viii.  cancellation  or waiver of any claims or rights  with a
value to ACMI in excess of $10,000;

                                       16
<PAGE>

                  ix. material change in the accounting methods used by ACMI;

                  x. accrual or payment of any  salaries or other  compensation,
increase in  salaries,  compensation  or bonuses or  retention or hiring of, any
consultant or employee;

                  xi.  debt or other  liability  incurred,  other  than the ACMI
Debentures; or

                  xii. agreement,  whether oral or written, by ACMI to do any of
the foregoing, other than the Purchase Agreement.

            (n)  Compliance  with Law.  Except as set forth in  Schedule  4.2(n)
hereto:  (B) (xiii)

                  i. ACMI has complied in all material respects with, and is not
in violation of, in any material respect, any Law to which it or its business is
subject; and

                  ii. ACMI has obtained all licenses,  permits,  certificates or
other governmental authorizations (collectively  "Authorizations") necessary for
the  ownership  or  use of its  assets  and  properties  or the  conduct  of its
business; and

                  (iii) ACMI has not received written notice of violation of, or
knows of any  material  violation  of, any Laws to which it or its  business  is
subject or any  Authorization  necessary  for the ownership or use of its assets
and properties or the conduct of its business.

            (o)  Environmental  Laws.  ACMI has not received any notice or claim
(and is not  aware of any  facts  that  would  form a  reasonable  basis for any
claim),  or entered into any  negotiations  or agreements with any other Person,
and, to the best knowledge of ACMI, ACMI is not the subject of any investigation
by any governmental or regulatory  authority,  domestic or foreign,  relating to
any material or  potentially  material  liability  or remedial  action under any
Environmental  Laws.  There  are no  pending  or,  to  the  knowledge  of  ACMI,
threatened, actions, suits or proceedings against ACMI or any of its properties,
assets or  operations  asserting  any such  material  liability  or seeking  any
material remedial action in connection with any Environmental Laws.

            (p) Intellectual  Property. (i) ACMI owns, or is validly licensed or
otherwise has the right to use, all patents,  and patent rights  ("Patents") and
all trademarks, trade secrets, trademark rights, trade names, trade name rights,
service  marks,   service  mark  rights,   copyrights   and  other   proprietary
intellectual  property rights and computer programs (the "Intellectual  Property
Rights"),  in each case,  which are  material to the conduct of the  business of
ACMI.

                  (ii) To the best  knowledge of ACMI,  ACMI has not  interfered
with, infringed upon (without license to infringe), misappropriated or otherwise
come into conflict with any Patent of any other Person.  ACMI has not interfered
with,  infringed upon,  misappropriated or otherwise come into conflict with any
Intellectual  Property  Rights of any other  Person.  ACMI has not  received any
written  charge,   complaint,   claim,   demand  or  notice  alleging  any  such
interference,  infringement,  is appropriation or violation (including any claim
that ACMI must  license  or  refrain  from  using any  Patents  or  Intellectual
Property  Rights of any other  Person)  which has not been  settled or otherwise
fully  resolved.  To the best  knowledge of ACMI, no other Person has interfered
with, infringed upon (without license to infringe), misappropriated or otherwise
come into conflict with any Patents or Intellectual Property Rights of ACMI.

                                       17
<PAGE>

            (q)  Employees.  (a) ACMI has no employees  other than John Neilson,
who is the President and Chief  Executive  Officer of ACMI; (b) John Neilson has
been fully paid for all  services  rendered  by her to ACMI in her  capacity  as
President of ACMI and is owed no further  salary or  compensation  in connection
therewith;  (c) ACMI has  complied  in all  respects  with all  applicable  Laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment,  wages and hours, and ACMI is not liable for any arrears of wages or
any taxes or  penalties  for  failure  to comply  with any such  Laws;  (d) ACMI
believes that ACMI's relations with its employees is satisfactory; (e) there are
no controversies  pending or, to the best knowledge of ACMI,  threatened between
ACMI and any of its  employees or former  employees;  (f) ACMI is not a party to
any collective  bargaining agreement or other labor union contract applicable to
persons  employed by ACMI,  nor, to the best  knowledge  of ACMI,  are there any
activities or proceedings of any labor union to organize any such employees; (g)
there are no unfair labor practice  complaints  pending  against ACMI before the
National Labor  Relations  Board or any current union  representation  questions
involving employees of ACMI; (h) there is no strike,  slowdown, work stoppage or
lockout  existing,  or, to the best  knowledge of ACMI,  threatened,  by or with
respect to any  employees of ACMI;  (i) no charges are pending  before the Equal
Employment  Opportunity  Commission  or  any  state,  local  or  foreign  agency
responsible for the prevention of unlawful employment  practices with respect to
ACMI;  (j)  there  are no  claims  pending  against  ACMI  before  any  workers'
compensation  board;  (k) ACMI has not received notice that any Federal,  state,
local or foreign agency  responsible  for the enforcement of labor or employment
laws intends to conduct an investigation of or relating to ACMI and, to the best
knowledge of ACMI,  no such  investigation  is in progress;  and (l) ACMI has no
consultants or independent contractors.

            (r)  Employee  Benefit  Plans.  There no "employee  pension  benefit
plans" (as defined in Section 3(2) of the Employee  Retirement  Income  Security
Act of 1974,  as amended  ("ERISA"))  or "employee  welfare  benefit  plans" (as
defined in Section 3(1) of ERISA) maintained, or contributed to, by ACMI for the
benefit of any current or any former employees, officers or directors of ACMI.

            (s) Rule 504  Securities.  The ACMI  Debentures  (which  include the
Escrow Shares for the ACMI Underlying  Shares) were sold in accordance with Rule
504 of Regulation D of the Securities  Act of 1933, as amended (the  "Securities
Act"),  and  Section  80A.15.2(a)(1)  of  the  Minnesota  Statutes,   1986  (the
"Minnesota Act"), to an accredited  investor residing in the State of Minnesota.
Accordingly,  at the Effective Time and pursuant to Rule 504, the Minnesota Act,
and Section 3(a)(9) of the Securities  Act, the ACMI  Debentures  (which include
the Company Escrow Shares for the Company  Underlying  Shares) shall continue to
be without restriction and shall be freely tradable in accordance with Rule 504.

                                       18
<PAGE>

                                   ARTICLE V

                                   COVENANTS

            5.1 Covenants of the Company and Acquisition.

            (a)  Conduct  of  Business.  Between  the date  hereof and up to and
including the Post-Closing Date, each of the Company and Acquisition shall:

                  i.  conduct  its  business  only  in the  Ordinary  Course  of
Business;

                  ii. use its commercially reasonable efforts to preserve intact
the current business  organization of the Company and  Acquisition,  as the case
may be, keep  available  the  services of the current  officers,  employees  and
agents of the  Company and  Acquisition,  as the case may be, and  maintain  the
relations  and  good  will  with  suppliers,  customers,  landlords,  creditors,
employees,  agents and others having business relationships with the Company and
Acquisition, as the case may be;

                  iii. not pay, incur or declare any dividends or  distributions
with respect to its  stockholders or amend its Certificate of  Incorporation  or
By-Laws, without the prior written consent of the ACMI Debenture Holder;

                  iv. not authorize,  issue, sell, purchase or redeem any shares
of its  capital  stock or any  options  or other  rights to  acquire  ownerships
interests  without the prior written consent of the ACMI Debenture Holder except
as may be  required  by  pre-existing  commitments  disclosed  herein  or in the
Reports;

                  v. not incur any  indebtedness for money borrowed or issue any
debt  securities,  or incur or suffer to be incurred any liability or obligation
of any nature  whatsoever,  except  those  incurred  in the  Ordinary  Course of
Business, or cause or permit any material lien, encumbrance or security interest
to be  created  or  arise  on or in  respect  of  any  material  portion  of its
properties or assets;

                  vi.  not make any  investment  of a capital  nature  either by
purchased  stock or securities,  contribution to capital,  property  transfer or
otherwise, or by the purchase of any property or assets of any other Person;

                  vii. not do any other act which would cause any representation
or  warranty  of the  Company in this  Agreement  to be or become  untrue in any
material respect or that is not in the Ordinary Course of Business;

                  viii.  report   periodically  to  the  ACMI  Debenture  Holder
concerning  the status of the  business and  operations  of the Company upon the
reasonable request of the ACMI Debenture Holder; and

                  ix.  confer  with  the  ACMI   Debenture   Holder   concerning
operational matters of a material nature upon the reasonable request of the ACMI
Debenture Holder.

                                       19
<PAGE>

            (b) Proposals;  Other Offers. Commencing on the date of execution of
this Agreement up to and including the  Post-Closing  Date,  each of the Company
and Acquisition shall not, directly or indirectly  (whether through an employee,
a representative,  an agent or otherwise), solicit or encourage any inquiries or
proposals,  engage in negotiations for or consent to or enter into any agreement
providing  for  the  acquisition  of  its  business.  Each  of the  Company  and
Acquisition  shall not, directly or indirectly  (whether through an employee,  a
representative,  an agent  or  otherwise)  disclose  any  nonpublic  information
relating to the Company and  Acquisition  or afford  access to any of the books,
records or other  properties  of the  Company and  Acquisition  to any person or
entity that is  considering,  has  considered or is making any such  acquisition
inquiry or proposal relating to the Company's and Acquisition's business.

            (c) Further  Assurances.  Prior to the  Post-Closing  Date, with the
cooperation of ACMI where appropriate, each of the Company and Acquisition shall
use commercially reasonable efforts to:

                  i. promptly comply with all filing requirements which federal,
state or local law may impose on the Company or Acquisition, as the case may be,
with respect to the Contemplated Transactions by this Agreement; and

                  ii. take all actions  necessary  to be taken,  make any filing
and obtain  any  consent,  authorization  or  approval  of or  exemption  by any
governmental  authority,  regulatory  agency or any other third party (including
without limitation,  any landlord or lessor of the Company and any party to whom
notification  is  required to be  delivered  or from whom any form of consent is
required)  which  is  required  to be  filed  or  obtained  by  the  Company  or
Acquisition in connection with the Contemplated Transactions by this Agreement.

            (d) Access to Additional  Agreements and  Information.  Prior to the
Post-Closing  Date, the Company and Acquisition shall make available to the ACMI
Debenture Holder (as well as its counsel, accountants and other representatives)
any and all agreements,  contracts,  documents,  other instruments and personnel
material  to  the  Company's  business,   including  without  limitation,  those
contracts to which the Company or Acquisition is a party and those by which each
of its business or any of the Company's or Acquisition's assets are bound.

            5.2 Covenants of ACMI.

            (a)  Conduct  of  Business.  Between  the date  hereof and up to and
including the Post-Closing Date, ACMI shall:

                  i.  conduct  its  business  only  in the  Ordinary  Course  of
Business;

                  ii. use its commercially reasonable efforts to preserve intact
the current  business  organization  of ACMI, keep available the services of the
current  officers,  employees and agents of ACMI, and maintain the relations and
good will with suppliers, customers, landlords, creditors, employees, agents and
others having business relationships with ACMI;

                                       20
<PAGE>

                  iii. not pay, incur or declare any dividends or  distributions
with respect to its  stockholders or amend its Certificate of  Incorporation  or
By-Laws,  without the prior  written  consent of the Company and ACMI  Debenture
Holder;

                  iv. not authorize,  issue, sell, purchase or redeem any shares
of its  capital  stock or any  options  or other  rights to  acquire  ownerships
interests  without the prior written  consent of the Company and ACMI  Debenture
Holder;

                  v. not incur any  indebtedness for money borrowed or issue and
debt  securities,  or incur or suffer to be incurred any liability or obligation
of any nature whatsoever,  or cause or permit any material lien,  encumbrance or
security  interest  to be  created  or arise on or in  respect  of any  material
portion of its properties or assets;

                  vi.  not make any  investment  of a capital  nature  either by
purchased  stock or securities,  contribution to capital,  property  transfer or
otherwise, or by the purchase of any property or assets of any other Person;

                  vii. not do any other act which would cause  representation or
warranty  of ACMI in this  Agreement  to be or  become  untrue  in any  material
respect or that is not in the Ordinary  Course of Business  consistent with past
practice;

                  viii.  report   periodically  to  the  Company  and  the  ACMI
Debenture  Holder  concerning the status of the business and operations of ACMI;
and

                  ix.  confer  with the Company  and the ACMI  Debenture  Holder
concerning operational matters of a material nature.

            (b) Proposals;  Other Offers. Commencing on the date of execution of
this  Agreement  through  the  Post-Closing  Date,  ACMI shall not,  directly or
indirectly  (whether  through  an  employee,  a  representative,   an  agent  or
otherwise),   solicit  or  encourage  any  inquiries  or  proposals,  engage  in
negotiations  for or consent to or enter into any  agreement  providing  for the
acquisition  of its business.  ACMI shall not,  directly or indirectly  (whether
through an  employee,  a  representative,  an agent or  otherwise)  disclose any
nonpublic  information  relating  to ACMI or afford  access to any of the books,
records or other properties of ACMI to any person or entity that is considering,
has considered or is making any such acquisition inquiry or proposal relating to
the ACMI's business.

            (c) Further  Assurances.  Prior to the  Post-Closing  Date, with the
cooperation of the Company where appropriate, ACMI shall:

                  i. promptly comply with all filing requirements which federal,
state  or  local  law  may  impose  on ACMI  with  respect  to the  Contemplated
Transactions  by this  Agreement  and cooperate  with the Company  regarding the
same; and

                  ii. take all actions  necessary  to be taken,  make any filing
and obtain  any  consent,  authorization  or  approval  of or  exemption  by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of ACMI  and any  party to whom
notification  is  required to be  delivered  or from whom any form of consent is
required)  which is required to be filed or obtained by ACMI in connection  with
the Contemplated Transactions by this Agreement.

                                       21
<PAGE>

            (d)  Actions  by ACMI.  ACMI  shall take no action or enter into any
agreements or arrangements except as may be required by this Agreement.

            (e) No Change in Capital  Stock.  Prior to the  Effective  Time,  no
change will be made in the  authorized,  issued or outstanding  capital stock of
ACMI, and no subscriptions,  options,  rights,  warrants,  calls, commitments or
agreements  relating to the authorized,  issued or outstanding  capital stock of
ACMI will be entered into, issued, granted or created.

            (f) Access to Additional  Agreements and  Information.  Prior to the
Post-Closing  Date,  ACMI shall make available to the Company and ACMI Debenture
Holder (as well as its counsel,  accountants and other  representatives) any and
all agreements,  contracts,  documents, other instruments and personnel material
of ACMI's business,  including without limitation, those contracts to which ACMI
is a party and those by which its business or any of ACMI's assets are bound.

            (g) Further  Assurances.  Prior to the  Post-Closing  Date, with the
cooperation  of the  Company  where  appropriate,  ACMI  shall use  commercially
reasonable efforts to:

                  i. promptly comply with all filing requirements which federal,
state  or  local  law  may  impose  on ACMI  with  respect  to the  Contemplated
Transactions by this Agreement; and

                  ii. take all actions  necessary  to be taken,  make any filing
and obtain  any  consent,  authorization  or  approval  of or  exemption  by any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of ACMI  and any  party to whom
notification  is  required to be  delivered  or from whom any form of consent is
required)  which is required to be filed or obtained by ACMI in connection  with
the Contemplated Transactions by this Agreement.

            5.3 Governmental Filings and Consents. The Company,  Acquisition and
ACMI shall  cooperate  with one  another in filing any  necessary  applications,
reports or other  documents with any federal or state  agencies,  authorities or
bodies  having  jurisdiction  with  respect  to the  business  of  the  Company,
Acquisition  or ACMI and in seeking  any  necessary  approval,  consultation  or
prompt  favorable  action of, with or by any of such  agencies,  authorities  or
bodies.

            5.4 Publicity.  Any public announcement or press release relating to
this  Agreement or the  Contemplated  Transactions  must be approved by the ACMI
Debenture  Holder and the Company in writing before being made or released.  The
Company shall have the right to issue a press  release or make other  disclosure
without the ACMI Debenture  Holder's  written  approval if in the opinion of the
Company's  counsel  such a release  is  necessary  to comply  with SEC Rules and
Regulations or other Law;  provided that, the ACMI Debenture  Holder  receives a
copy of such prepared press release or other  disclosures for purposes of review
at least 24 hours  before it is issued.  This 24 hour period may be shortened if
in the opinion of the Company's  counsel it is required by Law;  provided  that,
the ACMI  Debenture  Holder and the Company  receives a copy of such  release as
long as reasonably practical before it is issued.

                                       22
<PAGE>

            5.5 Tax Returns.  The current officers of the Company shall have the
right to prepare any tax returns of the Company  with respect to any period that
ends on or before the Post-Closing  Date. Such tax returns shall be timely filed
by the Company.  ACMI shall  cooperate with said officers in the  preparation of
such tax returns.

                                   ARTICLE VI

                                   CONDITIONS

            6.1  Conditions to  Obligations  of ACMI.  The obligation of ACMI to
consummate the  Contemplated  Transactions is subject to the fulfillment of each
of the  following  conditions,  any of which  may be  waived by ACMI in its sole
discretion:

            (a) Copies of Resolutions. At the Post-Closing (i) the Company shall
have furnished ACMI with a certificate of its CEO or President,  as the case may
be, in the form of EXHIBIT  6.1(A)  annexed  hereto,  certifying  that  attached
thereto are copies of resolutions  duly adopted by the board of directors of the
Company  authorizing  the execution,  delivery and performance of this Agreement
and all other  necessary  or proper  corporate  action to enable the  Company to
comply  with  the  terms  of this  Agreement  and (ii)  Acquisition  shall  have
furnished ACMI with a certificate  of its CEO or President,  as the case may be,
in the form of EXHIBIT 6.1(E) annexed hereto,  certifying that attached  thereto
are copies of resolutions  duly adopted by the board of directors of Acquisition
authorizing  the execution,  delivery and  performance of this Agreement and all
other necessary or proper corporate action to enable  Acquisition to comply with
the terms of this Agreement.

            (b) Opinion of Company's  Counsel.  The Company shall have furnished
to ACMI, at the Post-Closing,  an opinion of its legal counsel,  dated as of the
Post-Closing Date, substantially in the form of EXHIBIT 6.1(B) annexed hereto.

            (c) Opinion of Company's  Special  Securities  Counsel.  The Company
shall  have  furnished  to ACMI,  at the  Post-Closing,  with an  opinion of the
special  securities  counsel to the Company,  dated as of the Post-Closing Date,
substantially in the form of EXHIBIT 6.1(C) annexed hereto.

            (d)  Instruction  Letter to Transfer  Agent.  The Company shall have
furnished  ACMI, at the  Post-Closing,  with a letter to its transfer  agent, to
accept  the  legal  opinion  set  forth  in  Section  6.1(c),  dated  as of  the
Post-Closing Date, substantially in the form of EXHIBIT 6.1(D) annexed hereto.

            (e)  Accuracy of  Representations  and  Warranties;  Performance  of
Covenants.  Each  of the  representations  and  warranties  of the  Company  and
Acquisition  set forth in this  Agreement was true,  correct and complete in all
material  respects when made (except for  representations  and  warranties  that
speak as of a specific date, which representations and warranties shall be true,
correct and complete in all material respects as of such date) and shall also be
true,  correct  and  complete  in  all  material  respects  at  and  as  of  the
Post-Closing Date (except for  representations and warranties that speak as of a
specific date, which  representations  and warranties shall be true, correct and
complete in all  material  respects  as of such  date),  with the same force and
effect as if made at and as of the  Post-Closing  Date.  The Company  shall have
performed  and  complied  in all  material  respects  with  all  agreements  and
covenants  required  by  this  Agreement  to be  performed  by the  Company  and
Acquisition at or prior to the Post-Closing Date.

                                       23
<PAGE>

            (f) Delivery of Certificate. (A) The Company shall have delivered to
ACMI a  certificate,  in the form of EXHIBIT 6.1(F)  annexed  hereto,  dated the
Post-Closing  Date, and signed by the CEO or President of the Company  affirming
that the representations and warranties as set forth in Section 4.1 were and are
true,  correct and  complete as required by Section  6.1(e) and (B)  Acquisition
shall  have  delivered  to ACMI a  certificate,  in the form of  EXHIBIT  6.1(H)
annexed hereto,  dated the Post-Closing Date, and signed by the CEO or President
of Acquisition affirming that the representations and warranties as set forth in
Section  4.1 were and are true,  correct  and  complete  as  required by Section
6.1(e).

            (g) Consents and Waivers. At the Post-Closing, any and all necessary
consents,  authorizations,  orders or approvals shall have been obtained, except
as the same shall have been waived by the ACMI Debenture Holder.

            (h)  Litigation.  On  the  Post-Closing  Date,  there  shall  be  no
effective injunction,  writ or preliminary restraining order or any order of any
kind  whatsoever  with respect to the Company issued by a court or  governmental
agency (or other governmental or regulatory authority) of competent jurisdiction
restraining or prohibiting the consummation of the Contemplated  Transactions or
making consummation  thereof unduly burdensome to ACMI. On the Post-Closing Date
and  immediately  prior to  consummation of the  Contemplated  Transactions,  no
proceeding  or  lawsuit  shall  have been  commenced,  be  pending  or have been
threatened by any  governmental  or regulatory  agency or authority or any other
Person   restraining  or  prohibiting  the   consummation  of  the  Contemplated
Transactions.

            (i)  Delivery  of  Documents  and  Other  Information.  Prior to the
Post-Closing  Date,  the Company and  Acquisition  shall have made  available or
delivered  to  ACMI  all of  the  agreements,  contracts,  documents  and  other
instruments requested by ACMI.

            6.2 Conditions to Obligations  of the Company and  Acquisition.  The
obligations  of the Company  and  Acquisition  to  consummate  the  Contemplated
Transactions are subject to the fulfillment of each of the following conditions,
any of which  may be  waived  by the  Company  and  Acquisition,  in their  sole
discretion:

            (a)  Copies of  Resolutions.  At the  Post-Closing,  ACMI shall have
furnished  the  Company  with a  certificate  of its  President,  in the form of
EXHIBIT 6.2(A) annexed hereto,  certifying  that attached  thereto are copies of
resolutions  duly  adopted by the board of  directors  of ACMI  authorizing  the
execution, delivery and performance of the terms of this Agreement and all other
necessary or proper  corporate action to enable ACMI to comply with the terms of
this Agreement.

                                       24
<PAGE>

            (b)  Opinion of ACMI's  Counsel.  ACMI shall have  furnished  to the
Company,  at the  Post-Closing,  with an opinion of counsel to ACMI, dated as of
the  Post-Closing  Date,  substantially  in the form of EXHIBIT  6.2(B)  annexed
hereto.

            (c) Opinion of ACMI's Special  Securities  Counsel.  ACMI shall have
furnished  to the  Company,  at the  Closing,  with an  opinion  of the  special
securities counsel to ACMI dated as of the Post-Closing  Date,  substantially in
the form of EXHIBIT 6.2(C) annexed hereto.

            (d)  Accuracy of  Representations  and  Warranties;  Performance  of
Covenants.  Each of the representations and warranties of ACMI was true, correct
and complete in all material respects when made (except for  representations and
warranties  that  speak  as  of  a  specific  date,  which  representations  and
warranties  shall be true,  correct and complete in all material  respects as of
such date) and shall also be true, correct and complete in all material respects
at and as of the Post-Closing  Date (except for  representations  and warranties
that speak as of a specific date, which  representations and warranties shall be
true,  correct and complete in all material  respects as of such date), with the
same force and effect as if made at and as of the Post-Closing  Date. ACMI shall
have  performed and complied in all material  respects with all  agreements  and
covenants  required by this Agreement to be performed by ACMI at or prior to the
Post-Closing Date.

            (e)  Delivery  of  Certificate.  ACMI  shall have  delivered  to the
Company a certificate,  in the form of EXHIBIT 6.2(E) annexed hereto,  dated the
Post-Closing Date and signed by the CEO or President of ACMI, affirming that the
representations  and warranties of ACMI as set forth in Section 4.2 were and are
true,  correct  and  complete  and ACMI's  agreements  and  covenants  have been
performed as required by Section 6.2(d).

            (f) Compliance with Rule 504. In connection with the issuance of the
Securities by ACMI under the Purchase Agreement, on or prior to the Post-Closing
Date  ACMI  shall be in full  compliance  with Rule 504 of  Regulation  D of the
Securities Act of 1933, as amended, and ACMI shall have delivered to the Company
at the Post-Closing a filed copy of the Form D required to be filed with the SEC
in connection therewith.

            (g) Consents and Waivers.  On or prior to the Post-Closing Date, any
and all necessary consents, authorizations,  orders or approvals shall have been
obtained,  except as the same shall have been waived by the Company. LXXXVI.

            (h)  Litigation.  On  the  Post-Closing  Date,  there  shall  be  no
effective injunction,  writ or preliminary restraining order or any order of any
kind whatsoever  with respect to ACMI issued by a court or  governmental  agency
(or other  governmental  or  regulatory  authority)  of  competent  jurisdiction
restraining or prohibiting the consummation of the Contemplated  Transactions or
making the consummation thereof unduly burdensome to the Company or ACMI. On the
Post-Closing   Date,  no  proceeding  or  lawsuit  shall  have  been  commenced,
threatened  or be  pending  or by  any  governmental  or  regulatory  agency  or
authority or any other person with respect to the Contemplated Transactions.

                                       25
<PAGE>

            (i)  Delivery  of  Documents  and  Other  Information.  Prior to the
Post-Closing  Date,  ACMI shall have made  available or delivered to the Company
all of the agreements, contracts, documents and other instruments required to be
delivered pursuant to the provisions of this Agreement.

                                  ARTICLE VII

                                  TERMINATION

            7.1  Termination  by  Mutual   Agreement.   This  Agreement  may  be
terminated at any time by mutual  consent of the parties  hereto,  provided that
such  consent to  terminate  is in writing  and is signed by each of the parties
hereto.

            7.2  Termination  for  Failure  to Close.  This  Agreement  shall be
automatically  terminated if the Closing shall not have occurred within ten (10)
days of the date hereof (except if such 10th day is not a Business Day, then the
next Business Day).

            7.3   Termination  by  Operation  of  Law.  This  Agreement  may  be
terminated by any party hereto if there shall be any statute, rule or regulation
that renders consummation of the Contemplated  Transactions illegal or otherwise
prohibited,  or  a  court  of  competent  jurisdiction  or  any  government  (or
governmental  authority)  shall have issued an order,  decree or ruling,  or has
taken any other  action  restraining,  enjoining or  otherwise  prohibiting  the
consummation of such transactions and such order, decree, ruling or other action
shall have become final and nonappealable.

            7.4 Termination for Failure to Perform Covenants or Conditions. This
Agreement may be terminated prior to the Post-Closing Date:

            (a) by ACMI if: (i) any of the  representations  and warranties made
in this Agreement by the Company or Acquisition shall not be materially true and
correct,  when made or at any time  prior to  consummation  of the  Contemplated
Transactions  as if made at and as of such time;  (ii) any of the conditions set
forth in Section 6.1 hereof have not been fulfilled in all material  respects by
the  Post-Closing  Date;  (iii) the Company or Acquisition  shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as otherwise set forth herein; or

            (b) by the Company or Acquisition if: (i) any of the representations
and warranties of ACMI or the ACMI Stockholder  shall not be materially true and
correct  when  made or at any time  prior to  consummation  of the  Contemplated
Transactions  as if made at and as of such time;  (ii) any of the conditions set
forth in Section 6.2 hereof have not been fulfilled in all material  respects by
the Post-Closing  Date; (iii) ACMI or the ACMI Stockholder  shall have failed to
observe or  perform  any of their  material  respective  obligations  under this
Agreement; or (iv) as otherwise set forth herein.

            7.5 Effect of  Termination  or  Default;  Remedies.  In the event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become void and there  shall be no  liability  on the part of any party  hereto,
provided  that such party is a  Non-Defaulting  Party (as  defined  below).  The
foregoing  shall not  relieve  any party from  liability  for  damages  actually
incurred as a result of such  party's  breach of any term or  provision  of this
Agreement.

                                       26
<PAGE>

            7.6  Remedies;  Specific  Performance.  In the event  that any party
shall  fail or refuse to  consummate  the  Contemplated  Transactions  or if any
default under or beach of any representation, warranty, covenant or condition of
this  Agreement  on the part of any party (the  "Defaulting  Party")  shall have
occurred   that  results  in  the  failure  to   consummate   the   Contemplated
Transactions,  then in  addition  to the other  remedies  provided  herein,  the
non-defaulting party (the "Non-Defaulting  Party") shall be entitled to seek and
obtain money damages from the Defaulting  Party,  or may seek to obtain an order
of specific  performance  thereof  against the Defaulting  Party from a court of
competent  jurisdiction,  provided  that the  Non-Defaulting  Party seeking such
protection  must file its request  with such court within  forty-five  (45) days
after it becomes aware of the Defaulting  Party's failure,  refusal,  default or
breach. In addition,  the Non-Defaulting  Party shall be entitled to obtain from
the  Defaulting  Party court costs and  reasonable  attorneys'  fees incurred in
connection  with or in pursuit of  enforcing  the rights and  remedies  provided
hereunder.

                                  ARTICLE VIII

                           SURVIVAL; INDEMNIFICATION

            8.1 Survival of Representations  and Warranties of the Company.  All
representations  and  warranties  of the Company shall survive the execution and
delivery of this Agreement and the  Post-Closing  hereunder and shall thereafter
survive until the earlier of (i) the fourth anniversary of the Post-Closing Date
and (ii) the date of the ACMI  Debentures have been fully converted or otherwise
cease to be outstanding (the "Conversion  Date") and shall then terminate except
to the extent that notice of the Company's or  Acquisition  liability in respect
of any inaccuracy in or breach of any representation or warranty shall have been
given on or prior to such second anniversary or Conversion Date.

            8.2  Survival  of  Representations   and  Warranties  of  ACMI.  All
representations  and warranties of ACMI shall  terminate upon the Closing except
to the extent that notice of ACMI's liability in respect of any inaccuracy in or
breach of any  representation  or warranty  shall have been given on or prior to
Closing.

            8.3  Obligation of the Company to Indemnify.  The Company  agrees to
indemnify,  defend  and  hold  harmless  ACMI  (and  its  directors,   officers,
employees,  affiliates,  stockholders,  debenture  holders,  agents,  attorneys,
successors  and  assigns)  from and against all  losses,  liabilities,  damages,
deficiencies,  costs or expenses (including  interest,  penalties and reasonable
attorneys' and consultants'  fees and  disbursements)  (collectively,  "Losses")
based upon,  arising out of or otherwise in respect of any (i) inaccuracy in any
representation  or warranty of the Company contained in this Agreement or in the
Schedules  and Exhibits  hereto or (ii) breach by the Company of any covenant or
agreement contained in this Agreement.

            8.4  Obligation of and ACMI to Indemnify.  ACMI agrees to indemnify,
defend and hold harmless the Company (and its  directors,  officers,  employees,
affiliates,  stockholders,  agents, attorneys,  successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)
inaccuracy in any representation or warranty of ACMI contained in this Agreement
or (ii) breach by ACMI of any covenant or agreement contained in this Agreement.

                                       27
<PAGE>

            8.5 Notice and Opportunity to Defend.  (a) Promptly after receipt by
any Person  entitled to indemnity  under this  Agreement  (an  "Indemnitee")  of
notice of any  demand,  claim or  circumstances  which,  with the lapse of time,
would  or  might  give  rise  to a  claim  or the  commencement  (or  threatened
commencement)  of  any  action,   proceeding  or  investigation   (an  "Asserted
Liability")  that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to any other party (or parties) who is or may be obligated
to provide  indemnification  pursuant to Section  8.3 or 8.4 (the  "Indemnifying
Party").  The Claims Notice shall describe the Asserted  Liability in reasonable
detail and shall indicate the amount (estimated,  if necessary and to the extent
feasible) of the Loss that has been or may be suffered by the Indemnitee.

            (b) The Indemnifying Party may elect to compromise or defend, at its
own expense and by its own counsel, any Asserted Liability.  If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
days after the date the Claims Notice is given (or sooner,  if the nature of the
Asserted  Liability so requires)  notify the  Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the  compromise  of,  or  defense  against,  such  Asserted  Liability.  If  the
Indemnifying  Party elects not to compromise  or defend the Asserted  Liability,
fails to notify the  Indemnitee  of its election as herein  provided or contests
its  obligation  to indemnify  under this  Agreement,  the  Indemnitee  may pay,
compromise  or  defend  such  Asserted  Liability  and all  reasonable  expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all amounts  required to be paid in connection with any such Asserted  Liability
pursuant to the  determination of any court,  governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement  consented to by the Indemnitee,  shall be borne by the  Indemnifying
Party. Except as otherwise provided in the immediately  preceding sentence,  the
Indemnitee  may not settle or  compromise  any claim over the  objection  of the
Indemnifying  Party. In any event, the Indemnitee and the Indemnifying Party may
participate,  at their own expense,  in (but the Indemnitee may not control) the
defense of such Asserted Liability.  If the Indemnifying Party chooses to defend
any claim,  the Indemnitee  shall make available to the  Indemnifying  Party any
books,  records or other  documents  within its control  that are  necessary  or
appropriate for such defense.

                                   ARTICLE IX

                                  DEFINITIONS

            The following terms, which are capitalized in this Agreement,  shall
have the meanings set forth below for the purpose of this Agreement.

            "Applicable Contract" means any Contract (a) to which the Company is
a party and under which the Company has or may acquire any material rights,  (b)
under which the  Company or ACMI,  as the case may be, is a party and has or may
become subject to any material  obligation or material liability or (c) by which
the Company or ACMI, as the case may be, or any of the material  assets owned or
used by it is or may become bound.

                                       28
<PAGE>

            "Contemplated   Transactions"   means   all  of   the   transactions
contemplated by this Agreement, including, without limitation:

            (1) the Merger; and

            (2) the performance by the parties of their respective covenants and
obligations under this Agreement.

            "Environmental  Laws" means all applicable federal,  state, local or
foreign  laws,  rules and  regulations,  orders,  decrees,  judgments,  permits,
filings and licenses  relating (i) to protection and clean-up of the environment
and activities or conditions  related  thereto,  including those relating to the
generation,   handling,   disposal,   transportation  or  release  of  hazardous
substances  and  (ii)  the  health  or  safety  of  employees  in the  workplace
environment, all as amended from time to time, and shall also include any common
law theory based on nuisance, trespass, negligence or other tortious conduct.

            "ERISA" means the Employee Retirement Income Security Act of 1974 or
any successor law, and  regulations and rules issued pursuant to such law or any
successor law.

            "GAAP" means generally accepted accounting  principles in the United
States, applied on a consistent basis.

            "Law"  means  all  applicable  laws,  statutes,  ordinances,  rules,
regulations, orders, writs, injunctions,  judgments or decrees entered, enacted,
promulgated, enforced or issued by any court or other governmental or regulatory
authority, domestic or foreign.

            "Legal  Requirement"  means any federal,  state,  local,  municipal,
foreign,  international,  multinational or other  administrative law, ordinance,
principle of common law, regulation, statute, treaty, court or arbitrator.

            "Material  Adverse Effect" means a material  adverse effect upon the
business or  financial  condition  of the Company  (when used in Section 4.1) or
ACMI (when used in Section 4.2), taken as a whole with any subsidiaries.

            "Order"  means any award,  decision,  injunction,  judgment,  order,
ruling,  subpoena  or verdict  entered,  issued,  made or rendered by any court,
administrative agency or other governmental body or by any arbitrator.

            "Ordinary  Course of  Business"  means an  action  taken by a Person
where:

            (1) such action is consistent with the past practices of such Person
and is taken in the ordinary course of the normal day-to-day  operations of such
Person;

            (2) such  action is not  required to be  authorized  by the board of
directors  of such  Person  (or by any  Person  or group of  Persons  exercising
similar authority); and

                                       29
<PAGE>

            (3) such  action is  similar  in nature  and  magnitude  to  actions
customarily  taken,  without any  authorization by the board of directors (or by
any Person or group of Persons  exercising similar  authority),  in the ordinary
course of the normal day-to-day operations of other Persons that are in the same
line of business as such Person.

            "Organizational  Documents"  means the  articles or  certificate  of
incorporation and the by-laws of a corporation and any amendment thereto.

            "Person" means any individual, corporation (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization,  labor union or other entity
or governmental body.

            "Proceeding"  means  any  action,   arbitration,   audit,   hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
investigative or informal) commenced,  brought, conducted or heard by or before,
or otherwise involving, any governmental body or arbitrator.

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

            "Securities Act" means the Securities Act of 1933, as amended.

                                   ARTICLE X

                                 MISCELLANEOUS

            10.1  Fees  and  Expenses.  Except  as  otherwise  provided  in this
Agreement,  each party hereto will bear its own legal, accounting and other fees
and expenses  incident to the  Contemplated  Transactions  herein.  Any fees and
expenses  required  to be  paid by any  party  hereunder  shall  be  limited  to
reasonable and necessary fees and expenses

            10.2  Modification,  Amendments  and Waiver.  The parties hereto may
amend,  modify or  otherwise  waive any  provision  of this  Agreement by mutual
consent, provided that such consent and any amendment, modification or waiver is
in writing and is signed by each of the parties hereto.

            10.3  Assignment.  Neither  the  Company  nor  ACMI  shall  have the
authority to assign its respective  rights or  obligations  under this Agreement
without the prior written consent of the ACMI Debenture Holder.

            10.4  Successors.  This Agreement  shall be binding upon and, to the
extent  permitted in this  Agreement,  shall inure to the benefit of the parties
and their respective successors and permitted assigns.

            10.5 Entire  Agreement.  This Agreement and the exhibits,  schedules
and other  documents  referred to herein contain the entire  agreement among the
parties hereto with respect to the  Contemplated  Transactions and supersede all
prior agreements with respect thereto, whether written or oral.

                                       30
<PAGE>

            10.6 Governing Law. This Agreement and the exhibits  hereto shall be
governed by and construed in accordance  with the laws of the State of New York,
without giving effect to principles of conflicts or choice of laws thereof.  Any
action to enforce the terms of this  Agreement or any of its  exhibits  shall be
brought  exclusively in the state and/or  federal courts  situated in the County
and State of New York.  Service  of  process  in any  action by either  party to
enforce the terms of this Agreement may be made by serving a copy of the summons
and  complaint,  in  addition to any other  relevant  documents,  by  commercial
overnight  courier to the other party at its principal address set forth in this
Agreement.

            10.7  Notices.  Any  notice,   request,   demand,  waiver,  consent,
approval,  or (B) other communication which is required or permitted to be given
to any party  hereunder  shall be in writing  and shall be deemed  given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation of receipt (promptly followed by a hard-copy  delivered
in  accordance  with this  Section  10.7) or three  days after  being  mailed by
registered  or  certified  mail  (return  receipt  requested),  with postage and
registration or  certification  fees thereon  prepaid,  or if sent by nationally
recognized overnight courier, one day after being mailed, addressed to the party
at its address set forth below:

            If to ACMI prior to
            Post-Closing:        Aciem Management, Inc.
                                 200 West 58th Street, Suite 18E
                                 New York, New York 10019
                                 Tel:
                                 Fax:

            If to ACMI after     Aciem Management, Inc.
            Post-Closing:        533-535 West 27th Street
                                 New York, NY 10001
                                 Tel: (212) 868-4900
                                 Fax: (212) 868-4414


            If to Acquisition:   SCRH Acquisition Corp.
                                 533-535 West 27th Street
                                 New York, NY 10001
                                 Tel: (212) 868-4900
                                 Fax: (212) 868-4414

            If to the Company:   Scores Holding Company, Inc.
                                 533-535 West 27th Street
                                 New York, NY 10001
                                 Tel: (212) 868-4900
                                 Fax: (212) 868-4414

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive  such  notice.  If mailed as  aforesaid,  the day of mailing or
transmission  shall be the date any such  notice  shall be  deemed  to have been
delivered.

                                       31
<PAGE>

            10.8  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute  but one  agreement.  In the event that any signature is delivered by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

            10.9 Rights Cumulative.  All rights, powers and privileges conferred
hereunder upon the parties,  unless otherwise provided,  shall be cumulative and
shall not be  restricted  to those given by law.  Failure to exercise  any power
given any party hereunder or to insist upon strict compliance by any other party
shall not  constitute a waiver of any party's  right to demand exact  compliance
with any of the terms or provisions hereof.

            10.10  Severability of Provisions.  The provisions of this Agreement
shall be considered  severable in the event that any of such provisions are held
by  a  court  of  competent  jurisdiction  to  be  invalid,  void  or  otherwise
unenforceable. Such invalid, void or otherwise unenforceable provisions shall be
automatically  replaced by other  provisions which are valid and enforceable and
which are as similar as possible in term and intent to those  provisions  deemed
to be invalid,  void or otherwise  unenforceable  and the  remaining  provisions
hereof shall remain enforceable to the fullest extent permitted by law.

            10.11 Headings.  The headings set forth in the articles and sections
of this  Agreement and in the exhibits and the  schedules to this  Agreement are
inserted for convenience of reference only and shall not be deemed to constitute
a part hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       32
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement or
have caused this  Agreement  to be executed  and  delivered on the date and year
first above written.


                                       SCORES HOLDING COMPANY, INC.


                                       By: /s/ Richard Goldring
                                           -------------------------------------
                                           Richard Goldring, President

                                       ACIEM MANAGEMENT, INC.


                                       By: /s/ John Neilson
                                           -------------------------------------
                                           John Neilson, President

                                       SCRH ACQUISITION CORP.


                                       By: /s/ Richard Goldring
                                           -------------------------------------
                                           Richard Goldring, President


                                       33

Source: OneCLE Business Contracts.