EXHIBIT 2.1

MERGER AGREEMENT

AGREEMENT AND PLAN OF MERGER
BY AND
AMONG

HY-TECH TECHNOLOGY GROUP, INC.
A DELAWARE CORPORATION,

RWT ACQUISITION, INC.,
A MARYLAND CORPORATION

AND

ROBOTIC WORKSPACE TECHNOLOGIES, INC.
A MARYLAND CORPORATION

LIST OF SCHEDULES AND EXHIBITS
TO
AGREEMENT AND PLAN OF MERGER

Exhibit 6.1(a)(1)          Company Certified Resolutions

Exhibit 6.1(a)(2)          Acquisition Certified Resolutions

Exhibit 6.1(f)(1)          Company Officer's Certificate

Exhibit 6.1(f)(2)          Acquisition Officer's Certificate

Exhibit 6.2(a)             RWT Certified Resolutions

Exhibit 6.2(e)             RWT Officer's Certificate

Exhibit A                  Certificate of Designation of Series A
                           Preferred

Exhibit J                  Registration Rights Agreement

Exhibit K                  Lock Up Agreement

Exhibits L-1 and L-2       Employment Agreements of Walter Weisel and
                           Sheri Aws

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 21, 2004, by and among Hy-Tech Technology Group, Inc., a Delaware corporation (the "Company"), RWT Acquisition, Inc., a Maryland corporation ("Acquisition") and Robotic Workspace Technologies, Inc., a Maryland corporation ("RWT").

RECITALS

WHEREAS, the Company and RWT desire to merge Acquisition with and into RWT whereby RWT 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 RWT have each approved the merger of Acquisition with and into RWT (the "Merger"), upon the terms and subject to the conditions set forth herein, in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL") and the Maryland Business Corporation Act (the "MBCA").

WHEREAS, the stockholders of RWT desire to approve the Merger and exchange all of their shares of the capital stock of RWT (the "RWT Common 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;

WHEREAS, RWT has issued and outstanding Two Hundred, Forty-eight Thousand Seven Hundred Thirty (248,730) options to acquire shares of RWT Common Stock (the "RWT Options"), and the Company and RWT desire that upon the effectiveness of the Merger that the RWT Options be converted into options to acquire Company Common Stock (the "Company Options"); and

WHEREAS, the Company has changed or will change its name to Innova Holdings, Inc. on or after the Effective Date, references to Hy-Tech Technology Group, Inc., the Company and/or Innova Holdings, Inc. shall all be references to the parent of RWT Acquisitions, Inc.;

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 DGCL and MBCA, Acquisition shall be merged with and into RWT pursuant to the Merger. Following the Merger, RWT 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 Four Million, Five Hundred Sixty Seven Thousand, Seven Hundred Ninety-nine (4,567,799) issued and outstanding shares of RWT Common Stock shall be exchanged for Company Capital Stock at the Exchange Ratio (as defined below), (ii) the RWT Options shall be exchanged for Company Options as provided in section 2.8, and
(ii) each share of Acquisition's issued and outstanding common stock, par value $.001 per share (the "Acquisition Common Stock"), shall be converted into one

validly issued, fully paid and non-assessable share of common stock, par value of $.001 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock"). For all purposes of this Agreement, the Exchange Ratio shall be determined by dividing Two Hundred and Eighty Million (280,000,000)by the number of issued and outstanding shares of RWT on the Closing Date and the number so determined shall equal the number of shares of Company Stock to be exchanged for one share of outstanding RWT 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 States of Delaware and Maryland a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL and MBCA. The Merger shall become effective upon the filing of the Certificate of Merger. 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 RWT and all property, real, personal and mixed, and every other interest of, or belonging to or due to each of Acquisition and RWT shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of Acquisition and RWT, including, without limitation, the performance of all obligations and duties of RWT pursuant to this Agreement, the RWT Debentures and the exhibits, schedules and all documents executed in connection therewith or any other Transaction Document (as defined in this Agreement), shall become the debts, liabilities, obligations and duties of the Surviving Corporation without further act or deed, all in the manner and to the full extent provided by the DGCL and MBCA. 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 RWT, 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.

1.5 By-Laws. At the Effective Time and without any further action on the part of Acquisition and RWT, the By-laws of RWT 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 the Company at the Effective Time shall consist of Martin Nielson, Gary McNear, Craig Conklin, Walter Weisel and one other nominee selected by RWT. Walter Weisel shall serve as Chairman of the Board of Directors. The directors of RWT as of the Closing Date shall select the persons who shall serve as chairman of any committee of the Board of Directors.

1.7 Officers. The officers of RWT 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. Walter Weisel will continue to serve as Chairman and Chief Executive Officer of the Surviving Corporation. Walter Weisel will be appointed as a Senior Executive of the Company. The employment of Walter Weisel and Sheri Aws by the Company and the Surviving Corporation shall be pursuant to the terms of their existing Employment Agreements with RWT, as the Surviving Corporation, copies of which Employment Agreements are annexed hereto as EXHIBITS L-1 AND L-2. Said Employment Agreements will be assumed by the Company as of the Effective Date and amended as necessary to include bonus incentives approved by the Board of Directors of the Company as well as duties specific to the Company.

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 RWT SHARES

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

(a) Subject to the provisions of Sections 2.4 and 2.5, each share of RWT Common Stock (the "RWT Common Stock Shares") issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with
Section 2.1(b)), shall be converted into an aggregate of Two Hundred Eighty million (280,0000,000) shares of validly issued, fully paid and nonassessable shares (of which 7,500,000 shares have been delivered to RWT previously) of Company Common Stock (the "Company" Common Stock Shares); provided further that immediately prior to the Effective Date, the Stock Certificate representing the aforementioned 7,500,000 Company shares will be surrendered to the Company and cancelled. As of the Effective Time, each RWT 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 RWT Common Stock Share shall cease to have any rights with respect thereto other than the right to receive Company Common Stock to be issued in consideration therefore upon the surrender of such certificate, properly endorsed to the Company's stock transfer agent, Continental Stock Transfer and Trust Company (the "Transfer Agent"). Promptly after the Effective Time, RWT shall deliver to the Transfer Agent a complete list of the names, addresses and holdings of each holder of RWT Common Stock and RWT Options. The Company shall thereafter instruct the Transfer Agent to send a letter of transmittal to all of such holders that will instruct all of such holders how to surrender their holdings in exchange for Company Common Stock Shares and how to receive Company Common Stock upon the exercise of RWT Options.

All of such holders shall execute an agreement setting forth the same covenants, representations and warranties that were made by such holder when such holder acquired the RWT Common Stock and RWT Options to confirm that such holder's receipt of Company Common Stock and Company Options, as the case may be, is exempt from the registration requirements of the Securities Act of 1933, as amended. Each holder of a certificate representing any RWT 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 therefore.

(b) Each share of RWT Capital Stock held in the treasury of RWT and each share of RWT 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.

(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 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 RWT Common Stock, any change or conversion of Company Common Stock or RWT Common Stock with or into other securities or any other dividend or distribution with respect to the Company Common Stock or RWT 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.

2.3 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.

2.4 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 RWT 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 RWT or Acquisition , all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of RWT 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 RWT or Acquisition, as applicable, and otherwise to carry out the purposes of this Agreement.

2.5 RWT Options. At the Effective Time, the RWT Options shall be converted into Company Options as hereinafter provided. At the Effective Time, each unexercised RWT Option shall be converted into a Company Option on the same terms and conditions as the RWT Options, and all references in the RWT Options to RWT Common Stock shall be deemed thereafter to be references to Company Common Stock. The Exchange Ratio shall apply to the shares of Company Common Stock issuable upon the exercise of the RWT Options that have been converted into Company Options.

2.6 Dissenters' Rights. Any shareholder of RWT who does not consent to the Merger shall be entitled to assert the dissenters' rights if and to the extent provided under the MBCA; provided, however, that if RWT shareholders holding more than one third (1/3) of the outstanding shares of RWT elect to exercise dissenters' rights, the Company shall have the right to terminate this Agreement.

2.7 Right to Acquire Preferred Stock. Company shall create a new class of redeemable convertible Preferred Stock in addition to its outstanding Class A Preferred Stock consisting of 125,000 shares, which shares were purchased by five investors who previously owned debentures issued by the Company for $1.00 per share for total consideration of $125,000. Such new class shall be designated as Class B Preferred Stock and shall consist of 525,000 shares. The purchase price for one share of Class B Preferred Stock shall be $1.00 per share. RWT shall offer all of the Class B Preferred Stock to accredited investors with the first priority to those persons who hold expired RWT warrants. All proceeds of the sale of the Class B Preferred Stock shall be used by RWT.

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 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.

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 RWT 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 RWT, all of which shall survive the 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 Maryland, 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 Delaware, 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. Company has no subsidiaries other than Acquisition and other than as set forth on the Company Disclosure Schedule 4.1(a) (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 as defined in Article IX.

(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 there under.

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 Merger 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 certificate of incorporation or by-laws (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 Merger 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, or any contract or agreement to which Company and Acquisition are bound;

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 Merger, if any.

(c) Capitalization. As of July 15, 2004, the Company had 98,677,406 shares of Common Stock and 125,000 shares of Class A Preferred Stock issued and outstanding. 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. 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, the 525,000 shares of Class B Preferred Stock referenced in Section 2.7, and an additional 37,885,033 that will issue upon effectiveness of the amendment to the Company's Articles of Incorporation by which it will increase its authorized shares of Common Stock as referenced in Section 4.1(m), there are no outstanding options, warrants, scrip, 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 of 1933 as amended, or any other legal requirement.

(d) Financial Statements. The Company has delivered or made available to RWT copies of its Form 10-KSB Annual Report for the fiscal years ended February 28, 2003 and 2004 and copies of its quarterly reports on Form 10-QSB for the quarters ended May 31, 2003, August 31, 2003 and November 30, 2003, 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 Securities and Exchange Commission (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, except for the current 10-KSB which will be filed late and has resulted in a temporary E symbol attached to HYTT. 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 Effect. 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, a Material Adverse Effect on Company or Acquisition.

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

(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 Generally Accepted Accounting Principles ("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 IRC, 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 IRC, which may have a Material Adverse Effect.

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

(l) Legal Proceedings; Orders.

i. Except as set forth in the Reports, there is no material pending legal or administrative 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 the Merger.

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 officer, 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 and section 4.1(c) of this Agreement, 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 Merger there has not been any:

i. change in the authorized or issued Company Capital Stock except as set forth in the Form 14C filed with the SEC on or about June 30, 2004, which authorizes an additional eight hundred million (800,000,000) shares of Company Common Stock, bringing the total authorized Company Common Stock to nine hundred million (900,000,000) shares, and nine million (9,000,000) additional shares of Preferred Stock, bringing the total authorized Preferred Stock to ten million (10,000,000) shares, 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;

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 except the licensing of Hy-Tech Computer System's customer list and website use to Encompass Group, Inc.;

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 RWT. RWT hereby makes the following representations and warranties to the Company, all of which shall survive the Closing, subject to the limitations set forth in Section 8.2 hereof:

(a) Organization, Good Standing and Purpose. RWT is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland 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. RWT has no subsidiary other than listed in Schedule 4.2(a)(1). RWT 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.

(b) Authority; No Conflict.

i. This Agreement and any agreement executed in connection herewith have been duly authorized by all required action of RWT and constitute the legal, valid and binding obligations of RWT, enforceable against RWT in accordance with their respective terms. RWT 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 there under.

ii Neither the execution and delivery of this Agreement by RWT, nor the consummation or performance by it of any of its obligations contained in this Agreement or in connection with the Merger 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 RWT or (y) any resolution adopted by the board of directors or the stockholders of RWT;

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 Merger or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which RWT or any of the assets owned or used by RWT 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 RWT 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 RWT;

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

f. cause any of the assets owned by RWT 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 Merger.

iii. RWT 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 Merger, other than the requisite approval of its stockholders (the "RWT Stockholders"), which approval is a condition to completion of the Merger pursuant to Section 6.2(g).

(c) Capitalization. The entire authorized RWT Capital Stock consists of fifty million (50,000,000) shares of RWT Common Stock, of which 4,567,799 shares are issued and outstanding and held by the RWT Stockholders and ten million (10,000,000) shares of Preferred Stock, of which no shares are issued and outstanding. RWT has outstanding Two Hundred, Forty-eight Thousand Seven Hundred Thirty (248,730) RWT Options to acquire RWT Common Stock. With the exception of the RWT Common Stock Shares and the RWT Options, 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 RWT Common Stock outstanding shares, other than applicable Securities Act legends. The outstanding RWT Common Stock Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except for the RWT Options, there are no outstanding options, voting agreements or arrangements, warrants, scrip, 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 RWT Capital Stock or other securities, or contracts, commitments, understandings, or arrangements by which RWT is or may become bound to issue

additional shares of RWT Capital Stock or other securities, or securities or rights convertible or exchangeable into shares of RWT Capital Stock or other securities. Except as set forth in the RWT Financial Statements, RWT has no outstanding equity, debt, debt or equity equivalent security, or debt or equity lines of credit. None of the outstanding RWT Common Stock Shares were issued in violation of the Securities Act or any other legal requirement. RWT does not own, and, except for this Agreement, 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 outstanding RWT Common Stock Shares have been duly authorized, and are fully paid and nonassessable.

(d) Financial Statements. RWT has delivered its financial statements as of and for the fiscal year ended December 31, 2004 and the five months ended May 31, 2004 (the "RWT Financial Statements"), copies of which RWT Financial Statements are included in Schedule 4.2(d). The RWT Financial Statements were prepared in accordance with GAAP and present the financial condition and the results of operations of RWT as of and for the fiscal year ended December 31, 2004 and the five months ended May 31, 2004. A review of RWT's financial statements as of and for the fiscal year ended December 31, 2004 and the five months ended May 31, 2004, is also being prepared by RWT's auditors and will be delivered to the Company once it is available to RWT.

(e) Absence of Material Adverse Effect. Since the date of the most recent RWT 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 a Material Adverse Effect on RWT.

(f) Books and Records. The books of account, minute books, stock record books, and other records of RWT, all of which have been made available to the Company and original copies of which will be delivered to the Company at the Closing, are complete and correct in all material respects and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. The minute books of RWT 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 RWT.

(g) No Undisclosed Liabilities. There are no material liabilities of RWT, whether absolute, accrued, contingent, or otherwise, other than those that are set forth in the RWT Balance Sheet.

(h) Title to Properties; Encumbrances. RWT has good and marketable title to all the properties, interest in such properties and assets, real and personal, reflected in the RWT 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 RWT Balance Sheet. RWT owns no real property. RWT leases two offices in Ft. Myers, Florida.

(i) Legal Proceedings; Orders.

i. Except as set forth in Schedule 4.2(i) hereto, there is no pending legal or administrative proceeding:

a. that has been commenced or threatened by or against RWT 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, RWT; or

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

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

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

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

(j) [Intentionally omitted]

(k) [Intentionally omitted]

(l) Taxes.

i. RWT 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. RWT 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 RWT, 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 RWT Balance Sheets.

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

(m) Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the RWT Balance Sheet, RWT has conducted its business only in the Ordinary Course of Business, there has not been any Material Adverse Effect on RWT, and there has not been any:

i. change in the authorized or issued capital stock of RWT; grant of any stock option or right to purchase shares of capital stock of RWT; 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 RWT;

iii. damage to or destruction or loss of any asset or property of RWT, 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 RWT;

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 RWT;

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 (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of RWT or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of RWT;

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

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

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 RWT Debentures; or

xii. agreement, whether oral or written, by RWT to do any of the foregoing.

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

i. RWT 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. RWT 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) RWT 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. RWT 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 RWT, RWT 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 RWT, threatened, actions, suits or proceedings against RWT 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) RWT 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 RWT.

(i) To the best knowledge of RWT, RWT has not interfered with, infringed upon (without license to infringe), misappropriated or otherwise come into conflict with any Patent of any other Person. RWT has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of any other Person. RWT has not received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, appropriation or violation (including any claim that RWT 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. Except as set forth on Schedule 4.2(p) to the best knowledge of RWT, 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 RWT.

(q) Employees. (a) RWT has complied in all respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and RWT is not liable for any arrears of wages or any taxes or penalties for failure to comply with any such Laws; (b) RWT believes that RWT's relations with its employees is satisfactory; (c) there are no controversies pending or, to the best knowledge of RWT, threatened between RWT and any of its employees or former employees; (d) RWT is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by RWT, nor, to the best knowledge of RWT, are there any activities or proceedings of any labor union to organize any such employees; (e) there are no unfair labor practice complaints pending against RWT before the National Labor Relations Board or any current union representation questions involving employees of RWT; (f) there is no strike, slowdown, work stoppage or lockout existing, or, to the best knowledge of RWT, threatened, by or with respect to any employees of RWT; (g) 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 RWT; (h) there are no claims pending against RWT before any workers' compensation board; (i) RWT 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 RWT and, to the best knowledge of RWT, no such investigation is in progress; and (j) RWT has no consultants or independent contractors.

(r) Employee Benefit Plans. There are 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 RWT for the benefit of any current or any former employees, officers or directors of RWT.

(s) Governmental Authorizations. RWT has all permits that are legally required to enable it to conduct their business in all material respects as now conducted.

(t) No Default or Violation. Except as set forth on Schedule 4.2(t), RWT
(i) is in material compliance with all applicable material terms and requirements of each material contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound and (ii) is not in material violation of any legal requirement.

(u) Certain Payments. Since the most recent date of RWT Balance Sheets, neither RWT, nor any director, officer, agent or employee of RWT 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 RWT 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 RWT.

(v) Brokers or Finders. RWT has 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.

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 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;

iv. not authorize [except as described in the Form 14C filed with the SEC and delivered to shareholders on or about June 30, 2004, which authorizes an additional eight hundred million (800,000,000) shares of Company Common Stock (bringing the total authorized Company Common Stock to nine hundred million (900,000,000) shares, and an additional nine million (9,000,000) shares of Preferred Stock (bringing the total authorized Preferred Stock to ten million (10,000,000) shares], issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests, except for 37,885,033 shares that are issuable to Company employees if and when the Company amends its Organizational Documents as described in said Form 14C or elsewhere in this Agreement;

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;

(b) Proposals; Other Offers. Commencing on the date of execution of this Agreement up to and including the 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, except for the divesture of Company's subsidiary, Hy-Tech Computer Systems, Inc. to Aegis. 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 Closing Date, with the cooperation of RWT 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 Merger and 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 Merger by this Agreement.

(d) Post Closing Covenants. From and after the Closing Date, the Company agrees that it shall:

i. in the event that the Company issues any shares of its Common Stock in settlement of any debt or obligation that existed at Closing, excluding Allowable Debt as defined in Section 6.1(c), (the "Debt Settlement Shares"), then as promptly as practical, the Company shall, in addition to the Company Common Stock Shares issued pursuant to Section 2.1(a), issue in the aggregate to all of the holders of RWT Common Stock at Closing, an amount of shares of Common Stock equal to the Debt Settlement Shares, such issuance to be pro rata in proportion to such holders' holdings of RWT Common Stock at Closing.

ii. in the event that the Company is unable to pay its attorneys or if RWT is unable to pay its attorneys in cash for services rendered, then the Company shall issue to all such attorneys shares of its Common Stock in payment for such services and file a registration statement on Form S-8 under the Securities Act of 1933, as amended, in order to allow the resale of the common stock so issued, provided further that the parties hereto agree that this
Section 4(d)ii is being relied upon by said attorneys and that they shall have an absolute right to sue under this Section 4(d)ii as third party beneficiaries hereof.

iii. in the event that prior to the Closing Date the Company issues any shares of its Common Stock in excess of one hundred forty million (140,000,000) of such shares (such amount the "Excess Pre-closing Shares"), then at the Closing the Company shall, in addition to the Company Common Stock Shares to be issued pursuant to Section 2.1(a), issue in the aggregate to all of the holders of RWT Common Stock at Closing, an amount of shares of Common Stock equal to the Excess Pre-closing Shares, such issuance to be pro rata in proportion to such holders' holdings of RWT Common Stock.

5.2 Covenants of RWT.

(a) Conduct of Business. Between the date hereof and up to and including the Closing Date, RWT 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 RWT, keep available the services of the current officers, employees and agents of RWT, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with RWT;

iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws;

iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests;

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 RWT 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;

(b) Proposals; Other Offers. Commencing on the date of execution of this Agreement through the Closing Date, RWT 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. RWT shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to RWT or afford access to any of the books, records or other properties of RWT to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the RWT's business.

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

i. promptly comply with all filing requirements which federal, state or local law may impose on RWT with respect to the Merger and 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 RWT 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 RWT in connection with the Merger and this Agreement.

(d) Actions by RWT. RWT 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 RWT, and no subscriptions, options, rights, warrants, calls, commitments or agreements relating to the authorized, issued or outstanding capital stock of RWT will be entered into, issued, granted or created.

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

(g) Name Change of the Company. If the Company has not effected a change of its name to Innova Holdings, Inc., prior to the Effective Date, RWT will assist the Company in its solicitation of RWT stockholders who became stockholders of the Company by virtue of this Agreement, it being understood however, that such stockholders may not so approve the name change, and no representation to that effect is being made by RWT hereby.

5.3 Governmental Filings and Consents. The Company, Acquisition and RWT 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 RWT and in seeking any necessary approval, consultation or prompt favorable action of, with or by any of such agencies, authorities or bodies. In addition, the Company and RWT shall cooperate with one another in taking steps necessary to cause the financial statements of RWT for its fiscal years 2002 and 2003 to be audited within 60 days of the Effective Time.

5.4 Publicity. Any public announcement or press release relating to this Agreement or the Merger must be approved by RWT 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 RWT'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, RWT 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, RWT receives a copy of such release as long as reasonably practical before it is issued.

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 Closing Date. Such tax returns shall be timely filed by the Company. RWT shall cooperate with said officers in the preparation of such tax returns.

CONDITIONS

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

(a) Copies of Resolutions. At the Closing (i) the Company shall have furnished RWT with a certificate of its CEO or President, as the case may be, in the form of EXHIBIT 6.1(a)(1) 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 RWT with a certificate of its CEO or President, as the case may be, in the form of EXHIBIT 6.1(A)(2) 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) [Intentionally omitted].

(c) Matters Concerning the Company. On the Closing Date (i) the Company shall have no more than one hundred forty million (140,000,000) outstanding shares of Company Common Stock; (ii) the Company shall have negotiated the divesture of its subsidiary, Hy-Tech Computer Systems, Inc., which divestiture shall (A) include payment to the purchaser of shares of Company Common Stock and not more than one hundred fifty thousand dollars ($150,000) cash and (B) close as soon as practicable following the Effective Time; and (iii) and all outstanding debt of the Company shall have been paid or provided for with arrangements satisfactory to RWT, in its discretion, except for an aggregate of not more than two hundred thirty thousand dollars ($230,000) of Convertible Debt (the "Allowable Debt"). On the Closing Date, the Company shall have total authorized Company Common Stock of nine hundred million (900,000,000) shares, and total authorized Preferred Stock of ten million (10,000,000) shares. [On the Closing Date, the Company's Common Stock shall be trading under the symbol HYTT.OB]

(d) Employment Agreements. At Closing, documentation necessary to reflect the assumption by the Company of the Employment Agreements with Walter Weisel and Sheri Aws, annexed hereto as EXHIBITS L-1 AND L-2, shall have been executed and delivered.

(e) Accrued Salaries Due Personnel and/or Consultants of Company and RWT. The Company shall offer to pay all consultants and personnel of Company and RWT all accrued salaries and consulting fees by issuance of Company shares of common stock valued at $.01 per share (the "Compensation Shares"), said Compensation Shares to comprise 16,133,333 Shares to be issued to Altos Bancorp; 13,951,700 Shares to be issued to Martin Nielson; 3,900,000 Shares to be issued to Gary McNear; and 3,900,000 Shares to be issued to Craig Conklin. All of the Compensation Shares shall be registered on a Form S-8 (to the extent permitted under the rules for use of Form S-8) and the holders shall have the right to sell up to 1/4th of the Compensation Shares each quarter subject only to a right of the Board of Directors to limit the amount and timing if believed to be reasonably necessary. If any limitation is imposed, such limitation shall be applied prorate to the holders of Compensation Shares based on the number of Compensation Shares held by a holder to the total Compensation Shares proposed to be sold. All of the Company personnel and consultants will be required to agree to accept the Compensation Shares in full payment of the Company obligation to them before the issuance of such shares.

(f) 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 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 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 Closing Date.

(g) Delivery of Certificate. (A) The Company shall have delivered to RWT a certificate, in the form of EXHIBIT 6.1(F)(1) annexed hereto, dated the 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 RWT a certificate, in the form of EXHIBIT 6.1(F)(2) annexed hereto, dated the 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).

(h) Consents and Waivers. At the Closing, any and all necessary consents, authorizations, orders or approvals shall have been obtained, except as the same shall have been waived by RWT.

(i) Litigation. On the 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 Merger or making consummation thereof unduly burdensome to RWT. On the Closing Date and immediately prior to consummation of the Merger, 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 Merger.

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

(k) Registration Rights Agreement. The Company shall have executed and delivered the Registration Rights Agreement annexed hereto as EXHIBIT J.

(l) Lock Up Agreement. Each of Martin Nielson, Gary McNear, Craig Conklin and Altos BanCorp, Inc. shall have entered into a Lock Up Agreement in the form of EXHIBIT K hereto.

(m) Indemnification. Company shall indemnify Walter Weisel (1) against any personal liability he may have as a result of his personal guarantee of the indebtedness and liabilities of RWT and its subsidiaries incurred in the Ordinary Course of Business (2) for actions taken as an officer or director of RWT or its subsidiaries to the fullest extent allowed by Delaware law.

6.2 Conditions to Obligations of the Company and Acquisition. The obligation of the Company and Acquisition to consummate the Merger is 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 Closing, RWT 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 RWT authorizing the execution, delivery and performance of the terms of this Agreement and all other necessary or proper corporate action to enable RWT to comply with the terms of this Agreement.

(b) [Intentionally omitted]

(c) RWT Debt. At the Closing, RWT's outstanding debt shall consist of not more than (i) an SBA loan of one million dollars ($1,000,000); (ii) bank debt of Two Hundred Fifty Thousand Dollars ($250,000); and (iii) accounts payable not to exceed Two Hundred Fifty Thousand Dollars ($250,000).

(d) Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of RWT 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 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 Closing Date. RWT shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by RWT at or prior to the Closing Date.

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

(f) [Intentionally omitted].

(g) Consents and Waivers. On or prior to the Closing Date, any and all necessary consents, authorizations, orders or approvals, including approval by not less than two thirds (2/3) of the outstanding RWT Common Stock Shares, shall have been obtained, except as the same shall have been waived by the Company, provided however, that in no event may the requirement of approval by not less than two thirds (2/3) of the outstanding RWT Common Stock Shares be waived.

(h) Litigation. On the Closing Date, there shall be no effective injunction, writ or preliminary restraining order or any order of any kind whatsoever with respect to RWT issued by a court or governmental agency (or other governmental or regulatory authority) of competent jurisdiction restraining or prohibiting the consummation of the Merger or making the consummation thereof unduly burdensome to the Company or RWT. On the 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 Merger.

(i) Delivery of Documents and Other Information. Prior to the Closing Date, RWT 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.

(j) Accrued Salaries Due Personnel and/or Consultants of Company and RWT. The Company shall offer to pay all consultants and personnel of Company and RWT all accrued salaries and consulting fees by issuance of Company shares of common stock valued at $.01 per share (the "Compensation Shares"). All of the Compensation Shares shall be registered on a Form S-8 (to the extent permitted under the rules for use of Form S-8) and the holders shall have the right to sell up to 1/4th of the Compensation Shares each quarter subject only to a right of the Board of Directors to limit the amount and timing if believed to be reasonably necessary. If any limitation is imposed, such limitation shall be applied prorate to the holders of Compensation Shares based on the number of Compensation Shares held by a holder to the total Compensation Shares proposed to be sold. All of the RWT personnel and consultants will be required to agree to accept the Compensation Shares in full payment of the RWT obligation to them before the issuance of such shares.

(k) Indemnification. Company shall indemnify Martin Nielson, Gary McNear and Craig Conklin against any personal liability they may have as a result of
(1) their personal guarantees of the indebtedness and liabilities incurred of Company and its subsidiaries incurred in the Ordinary Course of Business (2) for actions taken as an officer or director of HYTT or its subsidiaries to the fullest extent allowed by Delaware law.

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 forty-five (45) days of the date hereof (except if such 45th 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 Merger 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 Closing Date:

(a) By RWT 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 Merger 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 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 RWT or the RWT Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Merger 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 Closing Date; (iii) RWT 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.

7.6 Remedies; Specific Performance. In the event that any party shall fail or refuse to consummate the Merger 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 Merger, 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 Closing hereunder and shall thereafter

survive until the first anniversary of the Closing 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 date.

8.2 Survival of Representations and Warranties of RWT. All representations and warranties of RWT shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter survive until the first anniversary of the Closing Date and shall then terminate except to the extent that notice of RWT's liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such date.

8.3 Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless RWT (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 RWT to Indemnify. RWT 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 RWT contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by RWT of any covenant or agreement contained in this Agreement.

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.

(a) 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.

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

"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 tortuous 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 RWT (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

(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 Merger 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, Acquisition nor RWT shall have the authority to assign its respective rights or obligations under this Agreement.

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 Merger and supersede all prior agreements with respect thereto, whether written or oral.

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 Florida, 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 Florida. 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 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 RWT:              Robotic Workspace Technologies, Inc.
                        17105 San Carlos Blvd., Suite A6151
                        Fort Myers Beach, FL 33931
                        Attn: Walter Weisel, CEO
                        Tel: (239) 466-0488
                        Fax:  (239) 466-7270

with copies to:         Linda Robison
                        2659 W. Gulf Drive, Unit B-102
                        Sanibel, FL 33957
                        Tel: (239) 472-8199
                        Fax: (239) 472-0083

                         32

                        Dykema Gossett Rooks Pitts PLLC
                        10 South Wacker Drive, Suite 2300
                        Chicago, IL 60606
                        Attention: Misty S. Gruber
                        Tel: (312) 627-2122
                        Fax: (866) 643-7257

If to Acquisition:      RWT Acquisition, Inc.
                        c/o Robotic Workspace Technologies, Inc.
                        17105 San Carlos Blvd., Suite A6151
                        Fort Myers Beach, FL 33931
                        Attn: Gary McNear
                        Tel: (239) 466-0488
                        Fax:  (239) 466-7270


with copies to:         Gottbetter & Partners, LLP
                        488 Madison Avenue
                        New York, NY 10022
                        Attn: Adam S. Gottbetter, Esq.
                        Tel: 212-400-6900
                        Fax: 212- 400-6901

If to Company:          Hy-Tech Technology Group, Inc.
                        17105 San Carlos Blvd., Suite A6151
                        Fort Myers Beach, FL 33931
                        Tel: (239) 851-0111
                        Fax: (239) 267-7718

with copies to:         Gottbetter & Partners, LLP
                        488 Madison Avenue
                        New York, NY 10022
                        Attn: Adam S. Gottbetter, Esq.
                        Tel: 212- 400-6900
                        Fax: 212- 400-6901

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.

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]

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.

HY-TECH TECHNOLOGY GROUP, INC.

By:  /s/ Gary McNear
     -------------------------------------
     Gary McNear,
     CFO

ROBOTIC WORKSPACE TECHNOLOGIES, INC.

By:  /s/ Walter Weisel
     -------------------------------------
     Walter Weisel,
     CEO

RWT ACQUISITION, INC.

By:  /s/ Gary F. McNear
     -------------------------------------
Name: /s/ Gary F. McNear
     -------------------------------------
Title:  Director
      ------------------------------------

EXHIBIT 2.2

AGREEMENT

AGREEMENT (the "Agreement"), dated as of June 23, 2004, by and between Encompass Group Affiliates, Inc., a Delaware corporation ("Encompass"), and Hy-Tech Technology Group, Inc., a Delaware corporation ("Hy-Tech Technology"), and Hy-Tech Computer Systems, Inc., a Delaware corporation ("Hy-Tech Computer Systems" and together with Hy-Tech Technology, "HYTT").

Recitals

WHEREAS, HYTT has been engaged in the business of supplying computer systems, components and peripherals; and

WHEREAS, Martin Nielson is the Chairman and Chief Executive Officer of Hy-Tech Technology ("Nielson"); and

WHEREAS, HYTT has entered into a (i) memorandum of understanding (the "C-T Memorandum") with Cyber-Test, Inc. ("C-T") to acquire the assets of C-T,
(ii) a memorandum of understanding (the "BCD Memorandum") with BCD 2000, Inc. ("BCD") to acquire the assets of BCD, and (iii) a memorandum of understanding (the "PMIC Memorandum" and together with the C-T Memorandum and BCD Memorandum, the "Memoranda") with Pacific Magtron International, Inc. ("PMIC") whereby PMIC would acquire the assets of HYTT; and

WHEREAS, HYTT no longer desires to consummate the transactions contemplated under the Memoranda; and

WHEREAS, Encompass desires to enter into negotiations with each of C-T, BCD and PMIC; and

WHEREAS, in connection with the negotiations with each of C-T, BCD and PMIC, Encompass desires to employ Nielson as its President and Chief Executive Officer upon consummation of the transactions contemplated by the negotiations (the "Contemplated Transactions"); and

WHEREAS, in connection with the Contemplated Transactions, Encompass desires to obtain certain rights and license certain assets from HYTT on the terms and conditions contained herein.

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

ARTICLE I. MEMORANDA OF UNDERSTANDING;

LICENSE AGREEMENTS

1.1 Memoranda of Understanding

(a) HYTT and its affiliates hereby (i) acknowledge that they no longer desire to consummate the transactions contemplated by the Memoranda and have ceased all negotiations in furtherance thereof and (ii) waive any and all rights they may have, if any, with respect to Encompass' and its affiliates' pursuit of the Contemplated Transactions.

(b) HYTT and its affiliates hereby further acknowledge that Encompass and its affiliates desire to initiate negotiations with, and pursue inquiries and solicit offers from, each of C-T, BCD and PMIC in furtherance of the Contemplated Transactions; and Encompass and its affiliates shall have the right to initiate, solicit, negotiate or pursue any such inquiry, proposal or offer relating to the Contemplated Transactions.

(c) Neither HYTT nor any of its affiliates shall attempt to initiate, solicit, negotiate or pursue any inquiry, proposal or offer with any of C-T, BCD and PMIC relating to any acquisition and/or financing of any of the foregoing, whether by purchase of assets or stock, by merger, by consolidation or other reorganization or by any other transaction.

1.2 Offer of Employment. Upon consummation of the Closing (as defined below), Encompass shall have the sole and exclusive right to extend an offer of employment to Nielson, to become an executive officer of Encompass and its affiliates as of the Closing, substantially on the terms and conditions contained in an employment agreement to be entered into among Nielson, and Encompass and its affiliates, the form of which is attached hereto as Exhibit "A" (the "Employment Agreement"). Prior to the Closing, HYTT shall not engage in any activity that would dissuade Nielson from accepting employment with Encompass and its affiliates. Prior to the Closing, HYTT shall release Nielson from any and all obligations under his employment agreement with HYTT, or at law. At Closing, HYTT shall waive any and all rights with respect to Nielson's employment, or the termination of Nielson's employment, including, without limitation, any restriction on his employment or his activities. On and after the Closing Date, HYTT shall not solicit, directly or indirectly, Nielson to leave the employ of Encompass or any of its affiliates. At Closing, Nielson shall resign from any and all positions as an officer and/or director of HYTT, except that Executive may remain solely as an outside director of Hy-Tech Technology, but not as Chairman of the Board.

1.3 Non-Compete. At the Closing, Encompass and HYTT shall enter into a Non-Compete Agreement, substantially in the form of Exhibit "B" hereto (the "Non-Compete Agreement"), whereby HYTT shall agree not to compete, directly or indirectly, with the businesses of Encompass or its affiliates; provided that, for a period of three (3) months after the Closing, HYTT shall be permitted to sell, in the ordinary course of its business, any inventory of HYTT not sold on or prior to the Closing.

The rights of Encompass and its affiliates contained in Section 1.1, Section 1.2 and Section 1.3 hereof shall be collectively referred to as the "Rights".

1.4 License Agreements. On the Closing Date,

(a) HYTT shall enter into a license agreement, substantially in the form of Exhibit "C" hereto (the "Customer Lists License Agreement"), with Encompass pursuant to which HYTT shall grant to Encompass an exclusive, worldwide, royalty-free, fully paid up, perpetual, non-terminable and irrevocable right and license to use, in any manner determined by Encompass or its affiliates, the customer lists of HYTT (the "Customer Lists"); and

(b) HYTT shall enter into a license agreement, substantially in the form of Exhibit "D" hereto (the "Websites License Agreement" and together with the Customer Lists License Agreement, the "License Agreements"), with Encompass pursuant to which HYTT shall grant to Encompass an exclusive, worldwide, royalty-free, fully paid up, perpetual, non-terminable and irrevocable right and license to use, in any manner determined by Encompass, the following websites and any and all derivatives thereof and intellectual property related thereto (the "Websites"):

(i) www.e-hytech.com;

(ii) www.hy-tech.com;

(iii) www.pc-xpress.com;

(iv) www.PXCP.com; and

(v) www.computerliquidators.com.

1.5 Assumption of Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Encompass shall assume and agree to perform, pay or discharge all liabilities and obligations of HYTT under those certain convertible debentures (the "Convertible Debentures") set forth in Schedule 1.5 hereto (the assumption of such liabilities shall be referred to herein as the "Consideration") up to an amount not to exceed $503,300, pursuant to the Assumption Agreement, substantially in the form of Exhibit "E" hereto (the "Assumption Agreement"). Except as set forth in this Section 1.5 and the Assumption Agreement, Encompass shall not assume or be responsible for any liabilities or obligations of HYTT. On and after the Closing, HYTT shall perform, pay or discharge all liabilities and obligations relating to the Rights, the License Agreements, the Release and Waiver (as defined in Section 4.1 below), and any other rights and assets of HYTT, other than the Assumed Liabilities.

ARTICLE II. CLOSING

2.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Eckert Seamans Cherin & Mellott, LLC, 1515 Market Street, 9th Floor, Philadelphia, Pennsylvania 19102, at 10:00 A.M., on June 1, 2004 or such other time and date as Encompass and HYTT may agree. The date on which the Closing actually occurs is referred to herein as the "Closing Date."

2.2 Deliveries by Seller.

(a) At the Closing, HYTT shall deliver to Encompass the following:

(i) an executed counterpart to each License Agreement;

(ii) the Customer Lists (which shall be delivered on CD Rom media in a file format that is compatible with Microsoft Excel);

(iii) an executed counterpart of the Non-Compete Agreement;

(iv) a certificate, dated the Closing Date, executed by the Secretary of Hy-Tech Technology, certifying as to Hy-Tech Technology's certificate of incorporation (which shall be certified by the secretary of state of the state of its jurisdiction of incorporation), bylaws or other governing documents and resolutions adopted by Hy-Tech Technology's board of directors with respect to the transactions contemplated hereby attached thereto;

(v) a certificate, dated the Closing Date, executed by the Secretary of Hy-Tech Computer Systems, certifying as to Hy-Tech Computer Systems' certificate of incorporation (which shall be certified by the secretary of state of the state of its jurisdiction of incorporation), bylaws or other governing documents and resolutions adopted by Hy-Tech Computer Systems' board of directors with respect to the transactions contemplated hereby attached thereto;

(vi) a certificate of good standing for each of Hy-Tech Technology and Hy-Tech Computer Systems from its jurisdiction of incorporation;

(vii) an opinion of Gottbetter & Partners, LLP, counsel to HYTT, dated the Closing Date, in the form attached hereto as Exhibit "F";

(viii) all consents, approvals and authorizations of all third parties and governmental bodies that are necessary in connection with (A) the execution and delivery by HYTT of this Agreement or the Related Instruments, and (B) the consummation by HYTT of the transactions contemplated hereby or thereby; and

(ix) all other previously undelivered documents, instruments and writings required to be delivered by HYTT to Encompass at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.

2.3 Deliveries by Buyer. At the Closing, Encompass shall deliver to HYTT the following:

(a) the Assumption Agreement;

(b) an opinion of Eckert Seamans Cherin & Mellott, LLC, counsel to Encompass, dated the Closing Date, in the form attached hereto as Exhibit "G"; and

(c) all other previously undelivered documents, instruments and writings required to be delivered by Encompass to HYTT at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.

ARTICLE III. REPRESENTATIONS AND

WARRANTIES

3.1 Each party represents and warrants to the other as follows:

(a) Organization, Etc. Each party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each party has the power and authority to conduct its business as it is currently being conducted and to own and lease the property and assets that it now owns and leases.

(b) Authorization. Each party has all requisite corporate power and authority to enter into, execute, deliver and consummate the transactions contemplated by this Agreement and any instruments and agreements contemplated herein required to be executed and delivered by it pursuant to this Agreement (collectively, the "Related Instruments"). The board of directors of each party has taken all action required by law, the certificate of incorporation, bylaws or other governing documents of each such party or otherwise to authorize the execution and delivery of this Agreement and the Related Instruments and the consummation of the transactions contemplated hereby and thereby.

(c) No Violation. Neither the execution and delivery by such party of this Agreement or any of the Related Instruments, nor the consummation by such party of the transactions contemplated hereby or thereby, will (i)

violate any provision of the laws of its jurisdiction of incorporation, or the certificate of incorporation, bylaws or other governing documents of such party, or (ii) violate, conflict with, or constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of such party's assets under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, arrangement, agreement or restriction of any kind to which such party is a party or by which such party may be bound or affected or to which any of such party's assets may be subject, or violate any statute or law or any judgment, decree, order, writ, injunction, regulation or rule of any court or governmental authority, except, in the case of clause (ii) above, for any such event that would not, individually or in the aggregate, have a material adverse effect or prohibit or restrict the consummation of the transactions contemplated by this Agreement or the Related Instruments.

(d) Litigation, Orders. There are no claims, actions, suits, proceedings, investigations or inquiries pending before any court, arbitrator or governmental or regulatory official or office, or, to such party's knowledge, threatened against or affecting such party that questions the validity of this Agreement, the transactions contemplated hereby or any action taken or to be taken by such party pursuant to this Agreement, at law or in equity, before or by any federal, state, local or foreign governmental authority; nor, to the knowledge of such party, is there any valid basis for any such claim, action, suit, proceeding, inquiry or investigation.

(e) Consents and Approvals. Other than consents previously obtained, no party is required to obtain, transfer or cause to be transferred any consent, approval, license, permit or authorization of, or make any declaration, filing or registration with, any third party or any governmental authority in connection with (a) the execution and delivery by such party of this Agreement or the Related Instruments, or (b) the consummation by such party of the transactions contemplated hereby or thereby.

(f) No Injunction. There is no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby.

3.2 Each of Hy-Tech Technology and Hy-Tech Computer Systems represents and warrants to Encompass as follows:

(a) Websites.

(i) At Closing, upon release by the holders of the Convertible Debentures (the "Holders") of the liens on the assets of HYTT, HYTT shall own, free and clear of all liens, mortgages, security interests, charges

and encumbrances and has good and merchantable title to, or otherwise possesses all rights necessary to use and license all Websites and all other intellectual property related thereto.

(ii) No notice has been received by HYTT, and no claims have been asserted by any person, challenging or questioning the ownership, validity, enforceability or use by HYTT or any license thereof of any of the Websites and, to HYTT's knowledge, there is no valid basis for any such claim, and the use or other exploitation of the Websites by HYTT or Encompass and its affiliates does not infringe on or dilute the rights of any person; and, to HYTT's knowledge, no other person is infringing on the rights of HYTT with respect to any of the Websites.

(b) Customer Lists.

(i) At Closing, upon release of the liens on the assets of HYTT by the Holders, HYTT shall own, free and clear of all liens, mortgages, security interests, charges and encumbrances and has good and merchantable title to, or otherwise possesses all rights necessary to use and license the Customer Lists and all rights related thereto.

(ii) The Customer Lists constitute true and accurate lists of all customers of HYTT's business; HYTT has received no notice or other communication from, and there has been no indication by, any such customer of an intention to discontinue or change the terms of its relationship with HYTT.

(c) Convertible Debentures. The aggregate amount outstanding under the Convertible Debentures set forth on Schedule 1.5 attached hereto represents the entire amount due and owing to the Holders.

(d) Fair Value. Each of Hy-Tech Technology's and Hy-Tech Computer Systems' boards of directors has determined that the Consideration represents fair value for the Rights, the License Agreements and the Release and Waiver.

(e) No Brokers. Other than its engagement of Altos Bancorp, Inc., HYTT has not taken any action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby.

(f) Note Payable. That certain Promissory Note in the original principal amount of $105,000, issued in April 2002 by HYTT to Bradley Conklin, Margaret Conklin and Susan McNear (collectively, the "Note Holders"), has been paid in full and HYTT has no further obligations, and the Note Holders have no further rights, thereunder, payment or otherwise.

(g) Disclosure.

(i) No representation or warranty by HYTT contained in this Agreement, and no statement contained in any document, list, certificate or other writing furnished or to be furnished by or on behalf of HYTT to Encompass or any of its representatives in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

(ii) HYTT does not have knowledge of any fact that has specific application to HYTT (other than general economic or industry conditions) that may materially adversely affect the Rights, the License Agreements and the Release and Waiver, which has not been set forth in this Agreement.

(iii) No investigation by, or knowledge of, Encompass or its agents shall affect the representations and warranties given by HYTT.

3.3 Encompass represents and warrants to HYTT as follows:

(a) Brokers. Other than its engagement of Maximum Ventures, Inc. ("Maximum"), Encompass has not taken any action that would give rise to any claim by any person for brokerage commission, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby.

ARTICLE IV. GENERAL RELEASE

4.1 Full Release and Waiver. Each of Hy-Tech Technology and Hy-Tech Computer Systems, on behalf of itself and each of its current and former parents, subsidiaries, affiliates, officers, shareholders, directors, members, predecessors, successors, employees, agents, attorneys, assigns, heirs, executors, receivers, trustees, personal representatives and administrators (collectively, the "Related Persons"), hereby releases, waives, acquits and forever discharges Encompass and each of its Related Persons from any and all manner of actions and causes of action, lawsuits, charges, complaints, liabilities, promises, covenants, agreements, judgments, damages, expenses, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, direct or indirect, absolute or contingent (including, but not limited to, claims for attorneys' fees and expenses whatsoever), which either of Hy-Tech Technology and Hy-Tech Computer Systems and/or its Related Persons has ever had, now has, or hereafter may have against Encompass and/or its Related Persons arising out of, due to, or in any way related to this Agreement, the Related Instruments and the transactions contemplated hereby and thereby, except for Encompass' failure to perform, pay and/or discharge the Assumed Liabilities or breach of this Agreement or the License Agreements (the "Release and Waiver").

4.2 Covenant Not to Sue. Each of Hy-Tech Technology and Hy-Tech Computer Systems, on behalf of itself and each of its Related Persons hereby covenants that neither it nor any of its Related Persons will sue Encompass or any of its Related Persons due to, or in any way related to this Agreement, the Related Instruments and the transactions contemplated hereby and thereby, except for Encompass' failure to perform, pay and/or discharge the Assumed Liabilities or for breach of this Agreement or the License Agreements.

4.3 Additional Documents. Each of Hy-Tech Technology and Hy-Tech Computer Systems hereby agrees to cooperate fully and execute any and all supplementary documents and to take any and all additional actions which may be necessary or appropriate to give full force and effect to the terms and intent of the Release and Waiver.

4.4 Third Party Beneficiaries. This Agreement shall inure to the benefit of Encompass and its Related Persons, and each of their successors and assigns, all of which are intended to be third-party beneficiaries hereunder.

4.5 C-T, BCD, PMIC. In the event Encompass and/or its affiliates consummate a transaction with each of C-T, BCD and PMIC, effective upon the closing of each such transaction with C-T, BCD and PMIC, respectively, each of Hy-Tech Technology and Hy-Tech Computer Systems on behalf of itself and each of its Related Persons hereby releases, waives, acquits and forever discharges C-T, BCD and PMIC and each of their Related Persons from any and all manner of actions and causes of action, lawsuits, charges, complaints, liabilities, promises, covenants, agreements, judgments, damages, expenses, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, direct or indirect, absolute or contingent (including, but not limited to, claims for attorneys' fees and expenses whatsoever), which either of Hy-Tech Technology and Hy-Tech Computer Systems and/or its Related Persons has ever had, now has, or hereafter may have against C-T, BCD and PMIC and/or any of their Related Persons arising out of, due to, or in any way related to the Memoranda and the transactions contemplated thereby.

ARTICLE V. OTHER OBLIGATIONS OF HYTT AND ENCOMPASS

5.1 Prohibited Actions. Between the date of this Agreement and the Closing Date, in the conduct of its business, HYTT shall not, except as otherwise agreed by Encompass in writing:

(a) Incurrence of Liens. Subject to lien, security interest or any other encumbrance any of the Websites or Customer Lists.

(b) Publicity; Advertisement. Except as required by law or in accordance with Section 8.1 hereof, publicize, advertise or announce to any third party, except as required pursuant to this Agreement to obtain the consent of such third party, the entering into of this Agreement, the terms of this Agreement or the transactions contemplated hereby.

5.2 Additional Covenants. On and after the date hereof:

(a) Customer Lists; Websites. HYTT shall not sell, encumber or grant a license or other right in and to, the Customer Lists and/or the Websites to any third party.

(b) Dissolution. Neither of Hy-Tech Technology nor Hy-Tech Computer Systems will voluntarily dissolve or file for bankruptcy.

(c) Brokers.

(i) HYTT shall pay, or cause to be paid, all fees and other amounts due and owing to Altos Bancorp, Inc. and its affiliates in connection with the Agreement.

(ii) Encompass shall pay, or cause to be paid, all fees and other amounts due and owing to Maximum in accordance with that certain Advisory Agreement, dated April 1, 2004, between and affiliate of Encompass and Maximum.

ARTICLE VI. CONDITIONS TO OBLIGATIONS OF EACH PARTY

6.1 The obligations of Encompass under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of HYTT contained herein, and the statements contained in any schedule, instrument, list, certificate or writing delivered by HYTT pursuant to this Agreement shall be true, complete and accurate as of the date when made and as of the Closing Date as though such representations and warranties were made at and as of such dates, except for any changes expressly permitted by this Agreement.

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

(c) Cyber Test, Inc. Encompass or an affiliate of Encompass shall have simultaneously closed the acquisition of all, or substantially all, of the assets of C-T on terms mutually agreeable to C-T and Encompass.

(d) Employment Matters. Nielson shall have entered into the Employment Agreement.

(e) Debenture Holders. The holders of the Convertible Debentures (the "Holders") (i) shall have agreed upon the exchange of the Convertible Debentures for preferred stock of Encompass and cash, on terms mutually agreeable to Encompass and the Holders, and (ii) shall have authorized Encompass to file financing statements with the applicable governmental authority(ies) filing offices to terminate the liens placed on the assets of HYTT by the Holders.

(f) Other Acquisitions. In the event the BCD Memorandum and the PMIC Memorandum shall not have already expired by their respective terms, HYTT shall have terminated each of the BCD Memorandum and PMIC Memorandum and waived any and all rights it may have thereunder; and PMIC shall have executed a letter of intent with Encompass or an affiliate of Encompass.

(g) Consulting Agreements. Encompass and Maximum shall have agreed on a mutually acceptable arrangement for advisory services to be provided by, and fees to be paid to, Maximum which such arrangement shall supersede any prior arrangements between Encompass and Maximum. AltosBanCorp., Inc. shall have released Encompass from any obligation with respect to the transactions contemplated by this Agreement.

(h) Landlord; Noteholders. Each of Lee Coast Enterprises, Inc., Brad Conklin, Margaret Conklin and Susan McNear shall have delivered a release and waiver, substantially in the form of Exhibit "H" attached hereto.

6.2 The obligations of HYTT under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Encompass contained herein, and the statements contained in any schedule, instrument, list, certificate or writing delivered by Encompass pursuant to this Agreement shall be true, complete and accurate as of the date when made and as of the Closing Date as though such representations and warranties were made at and as of such dates, except for any changes expressly permitted by this Agreement.

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

ARTICLE VII. TERMINATION

7.1 Termination of Agreement. This Agreement may be terminated:

(i) by the mutual consent of HYTT and Encompass;

(ii) by HYTT or Encompass if the Closing has not taken place on or before June 8, 2004; provided, however, that no Party then in breach of any obligations hereunder shall have the right to terminate;

(iii) by Encompass if any of the representations and warranties of HYTT contained in Article III hereof were incorrect in any material respect when made or become incorrect in any material respect; and

(iv) by HYTT if any of the representations and warranties of Encompass contained in Article III hereof were incorrect in any material respect when made or become incorrect in any material respect.

7.2 Limitations on Remedies. If this Agreement is terminated by HYTT or Encompass as permitted under Section 7.1 and not as a result of a breach of a representation or warranty or the failure of any party to perform its obligations hereunder, such termination shall be without liability of any party. If a party terminates this Agreement as a result of a breach of a representation or warranty by the other party or the failure of the other party to perform its obligations hereunder, the nonbreaching party shall, in addition to other remedies provided by this Agreement, at law, or in equity, be entitled to reimbursement from the breaching party for all expenses incurred by the nonbreaching party in connection with this Agreement and the transactions contemplated hereby.

ARTICLE VIII. MISCELLANEOUS

8.1 Press Releases and Public Announcements. Neither Encompass, on the one hand, nor HYTT, on the other hand, shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other parties. Encompass and HYTT shall agree upon the text of, and jointly issue, a press release or other public communication announcing the consummation of the transactions contemplated hereunder, a form of which is attached hereto as Exhibit "I".

8.2 Further Assurances. From time to time, at Encompass' request and without further consideration, HYTT shall execute and deliver to Encompass such documents and take such other action as Encompass may reasonably request in order to consummate more effectively the transactions contemplated hereby.

8.3 Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. The rights and obligations of HYTT hereunder may not be assigned without the prior written consent of Encompass.

8.4 Entire Agreement, Amendments and Waiver. This Agreement, the exhibits, the schedules and other writings referred to herein or delivered pursuant hereto that form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior understandings and agreements. This Agreement may be amended only by a written instrument duly executed by the parties. Any condition to a party's obligations hereunder may be waived in writing by such party to the extent permitted by law.

8.5 Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.6 Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been received (i) on the same business day if delivered personally or by confirmed facsimile transmission, (ii) on the next business day if delivered by a reputable and nationally recognized overnight courier, and (iii) on the third business day if mailed (registered or certified mail, postage prepaid, return receipt requested), as follows:

If to Encompass :         c/o Advanced Communications Technologies, Inc.
                          420 Lexington Avenue, Suite 2739
                          New York, New York  10170
                          Attention: Wayne I. Danson
                          Facsimile No.: 646-227-1666

with a copy to:           Eckert Seamans Cherin & Mellott, LLC
                          1515 Market Street, 9th Floor
                          Philadelphia, Pennsylvania  19102
                          Attention: Gary A. Miller, Esquire
                          Facsimile No.:  215-851-8383

and

Levinson & Lichtman, LLP 120 E. Palmetto Park Road, Suite 100 Boca Raton, FL 33432 Attention: Jonathan J. Lichtman, Esquire Facsimile No.: 561-869-3601

If to HYTT:               Hy-Tech Technology Group, Inc.
                          1840 Boy Scout Drive
                          Ft. Myers, Florida
                          Attention: Martin Nielson
                          Facsimile No.: __________________

with a copy to:           Gottbetter & Partners, LLP
                          488 Madison Avenue, 12th Floor
                          New York, New York  10022-5718
                          Attention: Adam Gottbetter, Esquire
                          Facsimile No.: 212-400-6901

or to such other address as the person to whom notice is to be given may have previously furnished to the others in writing in the manner set forth above, provided that notice of a change of address shall be deemed given only upon receipt.

8.7 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its or any other jurisdiction's conflicts of laws principles. Any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any party hereto or its successors or assigns may be brought and determined in the courts of the State of Delaware or the federal district court for the District of Delaware, and each party hereto submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of such courts, and agrees that service of process in any such action or proceeding shall be effective if mailed to such party at the address specified herein. Each party hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of such courts for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable law, that (a) the suit, action or proceeding in any such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper and (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

8.8 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person, other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

8.9 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and such counterparts may be delivered by facsimile transmission.

8.10 Expenses. Each party hereto will bear its own costs and expenses (including fees and expenses of legal counsel, accountants, investment bankers, brokers or other representatives or consultants) incurred in connection with this Agreement and the transactions contemplated hereby.

8.11 Construction. Encompass and HYTT have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of each of the parties hereto on the date first written above.

ENCOMPASS GROUP AFFILIATES, INC.

Title:

HY-TECH TECHNOLOGY GROUP, INC.

Title:

HY-TECH COMPUTER SYSTEMS, INC.

Title:

--------------------------------------------------------------------------------
Name and Address                                   Principal amount of Debenture
--------------------------------------------------------------------------------
KT Capital, LP                                     $100,000
237 Park Avenue South
New York, NY 10017
Attn: Jeffrey Kwit, Managing Partner
--------------------------------------------------------------------------------
David H. Boshart & Elizabeth F. Boshart            $100,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart, Bruce H. Boshart &               $100,000
 Bethany Maahs-Hoagsberg
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart                                   $100,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
Maximum Ventures, Inc.                             $103,300
1175 Walt Whitman Road
Fort Myers, FL 33907
--------------------------------------------------------------------------------
Total                                              $503,300
--------------------------------------------------------------------------------

SCHEDULE 1.6
ALLOCATION OF PURCHASE PRICE

Rights and Release and Waiver-$103,300
Customer Lists License Agreement-$300,000 Websites License Agreement-$100,000

EXHIBIT 2.3

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the "License Agreement") is effective as of June 23, 2004 (the "Effective Date") by and among Encompass Group Affiliates, Inc., a Delaware corporation, located at ____________________ ("Licensee"), and Hy-Tech Technology Group, Inc. and Hy-Tech Computer Systems, Inc., each a Delaware Corporation, located at 1840 Boy Scout Drive, Ft. Myers, FL 33907 (together, "Licensors"). Licensee and each Licensor are individually referred to as a "Party" and collectively referred to as the "Parties."

RECITALS

WHEREAS, Licensee desires to license certain assets of Licensors and Licensors desire to grant to Licensee a license in those assets on the terms and condition contained herein.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. DEFINITIONS. The following terms shall have the following meaning as used in this License Agreement:

"Affiliate" means, with respect to any legally recognizable entity, any other such entity directly or indirectly Controlling, Controlled by, or under common Control with such entity. "Control," as used in this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legally recognizable entity, whether through the ownership of voting shares or other voting interests, by contract, or otherwise. Where such entity is a partnership, limited liability company, corporation, or similar entity and has partners, members, or shareholders with equal ownership interests or equal control interests, by contract or otherwise, then each such partner, member, or shareholder will be deemed to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of that entity.

"Convertible Debenture" shall mean the 10% Senior Secured Convertible Debentures described on Schedule I hereto.

"Customer Lists" shall mean those customers lists of Licensor delivered to Licensee, on the date hereof, on CD ROM media in a file format that is compatible with Microsoft Excel, which constitute true and accurate lists of all of each Licensor's customers, and all rights related to the Customer Lists.

Other Terms. All other terms defined in the text of this Technology License Agreement shall have the meanings set forth in such text.

2. LICENSE GRANTS, RIGHTS, AND OWNERSHIP.

2.1 Customer Lists License. Each Licensor on behalf of itself and its respective Affiliates hereby grants Licensee and its Affiliates an exclusive, worldwide, royalty free, fully paid up, perpetual, non-terminable and irrevocable right and license to: (1) use, copy and modify the Customer Lists; and (2) sublicense to third parties the foregoing rights in (1) above, including the right to sublicense to further third parties (the "License").

2.2 Ownership. Subject to the License, each Licensor shall retain all right, title, and interest in and to its Customer List.

2.3 Covenant Not to Sue. In addition to the License, each Licensor on behalf of itself and its Affiliates hereby covenant that neither it nor any of its Affiliates will sue Licensee or any of its Affiliates or any of their respective licensees, distributors, customers, or end users for infringement based on such party's use of the Customer Lists.

3. FEES AND PAYMENT. In full and complete consideration for the License and covenant not to sue set forth in Section 2, Licensee will assume and agree to perform, pay or discharge a total of Three Hundred Thousand Dollars (US$300,000.00) due and owing by Licensors under the Convertible Debenture.

4. WARRANTIES. Each Licensor represents and warrants that:

(i) Each Licensor owns all right, title, and interest in and to its Customer List and has the sole, full unencumbered and clear title to and is the true and lawful exclusive owner of its Customer List and associated good will;

(ii) This License Agreement is a legal, valid and binding obligation of each Licensor and the execution, delivery and performance of this License Agreement by each Licensor does not and will not conflict with any agreement, instrument or understanding, oral or written, to which either Licensor is a party or by which either Licensor may be bound, nor violate any laws, rules or regulations of any court, governmental authority or administrative or other agency having authority over either Licensor, the Customer Lists or the associated good will;

(iii) Neither Licensor has granted and neither will grant any rights in its Customer List that are inconsistent with this License Agreement and the rights granted to Licensee herein;

(iv) Each Licensor has all right, power and authority necessary to execute this License Agreement and to grant Licensee the license rights set forth herein;

(v) Neither Licensor has knowledge nor has either received any notices or claims that the use or licensing of the Customer Lists infringe upon the rights of any third party; and

(vi) Neither Licensor has pledged, hypothecated, or otherwise encumbered its Customer List; and the Customer Lists are not subject to any pledge, security interest, or other encumbrance.

5. CONFIDENTIALITY. Each Licensor agrees that it will hold in strictest confidence, and will not use or disclose to any third party, the existence, terms and conditions of this License Agreement until such time as Licensee may choose, in its sole discretion, to publicly disclose such information. Nothing herein shall prevent or prohibit either Licensor from making any disclosure to its legal counsel under obligations of confidentiality as necessary to consummate the transactions contemplated herein or to its financial and tax advisors under obligations of confidentiality as necessary to file either Licensor's tax returns.

6. NOTICES. All notices and requests in connection with this License Agreement shall be deemed given as of the day they are received by the intended recipient via messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows, or to such other address as the Party to receive the notice or request so designates by written notice to the other:

To Licensee:                              To Licensors:
-----------                               ------------

Encompass :                               c/o HY-TECH Technology Group, Inc.
c/o Advanced Communications               1840 Boy Scout Drive
Technologies, Inc.                        Fort Myers, Florida  33907
420 Lexington Avenue, Suite 2739          Attention:  _____________________
New York, New York  10170                 Phone:  _________________________
Attention: Wayne I. Danson                Fax:    _________________________
Facsimile No.: 646-227-1666

Copy to:                                  Copy to:
-------                                   -------
Eckert Seamans Cherin & Mellott LLC       Gottbetter & Partners, LLP
1515 Market Street, 9th Floor             488 Madison Avenue, 12th Floor
Philadelphia, PA  19102                   New York, NY  10022
Attention: Gary A. Miller, Esquire        Attention: Adam S. Gottbetter, Esquire

Phone: (215) 851-8472 Phone: (212) 400-6900 Fax: (215) 851-8383 Fax: (212) 400-6901

8. AMENDMENTS/WAIVER. No amendment, waiver, or forbearance of any provision of this License Agreement shall be effective unless the same shall be in a writing signed by the Parties. Any such waiver or forbearance shall only be effective for the specific purpose and in the specific instance given and not for other or subsequent purposes or instances and no forbearance or waiver shall affect the Parties' rights to refuse further forbearances or waivers.

9. INTERPRETATION. This License Agreement has been generated pursuant to the equal negotiations and advice of the Parties and their counsel. Accordingly, this License Agreement should not be construed or interpreted more favorably or unfavorably as to any Party hereto.

10. GOVERNING LAW AND VENUE. This License Agreement shall be construed and controlled by the laws of the State of Delaware, and the Parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Delaware. The Parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on any Party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under this License Agreement or to interpret any provision of this License Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

11. SEVERABILITY. If any provision, or portion thereof, of this License Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this License Agreement and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

12. COUNTERPARTS. The signature pages of this License Agreement may be executed in counterparts and by facsimile and all such pages shall constitute original signature page(s) hereof and taken together all such counterparts shall be one and the same instrument.

13. AUTHORITY. Licensee or each Licensor represents and warrants that it has the authority and power to execute and deliver this License Agreement.

14. INDEPENDENT CONTRACTORS. The Parties hereunder are operating as independent contractors, and nothing in this License Agreement shall be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

15. HEADINGS/CONSTRUCTION. The Section headings used in this License Agreement are for convenience only and shall not be given substantive effect.

16. BINDING EFFECT; ASSIGNMENT. This License Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party hereto, and their Affiliates, divisions, parents and subsidiaries. "Successors" shall include, but not be limited to, heirs, executors, administrators and receivers, and shall also include any new entity to which any substantial part of the assets of a party are transferred in any manner, including, but not limited to transfers by merger, consolidation, reorganization, or otherwise.

17. PROHIBITION ON ASSIGNMENT. Neither Licensor may assign this License Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the prior, express written consent of Licensee, and any attempted assignment by either Licensor in violation of this
Section 17 shall be void.

18. TERM. The term of this License Agreement shall commence as of the Effective Date and shall continue in perpetuity.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

IN WITNESS WHEREOF, the Parties have caused this License Agreement to be executed by their duly authorized Representatives as of the Effective Date first written above.

ENCOMPASS GROUP AFFILIATES, INC.               HY-TECH TECHNOLOGY GROUP, INC.


By:                                            By:
    ------------------------------------           -----------------------------
    Name:                                          Name:
    Title:                                         Title:




                                               HY-TECH COMPUTER SYSTEMS, INC.

                                               By:
                                                   -----------------------------
                                                   Name:

Title:

                                   Schedule I
                              Convertible Debenture

--------------------------------------------------------------------------------
Name and Address                                 Principal amount of Debenture
--------------------------------------------------------------------------------
KT Capital, LP                                   $ 60,000
237 Park Avenue South
New York, NY 10017
Attn: Jeffrey Kwit, Managing Partner
--------------------------------------------------------------------------------
David H. Boshart & Elizabeth F. Boshart          $ 60,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart, Bruce H. Boshart &             $ 60,000
 Bethany Maahs-Hoagsberg
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart                                 $ 60,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
Maximum Ventures, Inc.                           $ 60,000
1175 Walt Whitman Road
Fort Myers, FL 33907
--------------------------------------------------------------------------------
Total                                            $300,000
--------------------------------------------------------------------------------

EXHIBIT 2.4

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the "License Agreement") is effective as of June 23, 2004 (the "Effective Date") by and among Encompass Group Affiliates, Inc., a Delaware corporation, located at ____________________ ("Licensee"), and Hy-Tech Technology Group, Inc. and Hy-Tech Computer Systems, Inc., each a Delaware Corporation, located at 1840 Boy Scout Drive, Ft. Myers, FL 33907 (together, "Licensors"). Licensee and each Licensor are individually referred to as a "Party" and collectively referred to as the "Parties."

RECITALS

WHEREAS, Licensee desires to license certain assets of Licensors and Licensors desire to grant to Licensee a license in those assets on the terms and condition contained herein.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. DEFINITIONS. The following terms shall have the following meaning as used in this License Agreement:

"Affiliate" means, with respect to any legally recognizable entity, any other such entity directly or indirectly Controlling, Controlled by, or under common Control with such entity. "Control," as used in this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legally recognizable entity, whether through the ownership of voting shares or other voting interests, by contract, or otherwise. Where such entity is a partnership, limited liability company, corporation, or similar entity and has partners, members, or shareholders with equal ownership interests or equal control interests, by contract or otherwise, then each such partner, member, or shareholder will be deemed to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of that entity.

"Convertible Debenture" shall mean the 10% Senior Secured Convertible Debentures described on Schedule I hereto.

"Derivative Technology" means: (i) for copyrightable or copyrighted material, any translation (including translation into other computer languages), portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgement or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

"Web Sites" means the collection of web pages comprising the Web sites located at: (i) http://www.e-hytech.com; (ii) http://www.hy-tech.com; (iii) www.pc-xpress.com; (iv) www.computerliquidators.com, (v) www.PCXP.com and (vi) any other Web sites or domain names owned or operated by either Licensor.

"Web Site-Related Assets" means: (i) the Web Sites, including all portions thereof and works in progress with respect thereto; (ii) all prior versions of the Web Sites; (iii) all Web Site technology, materials, graphics,

information, data, and databases; (iv) the Web Sites' domain names ("Domain Names") for each of the Web Sites; and (v) all Intellectual Property Rights related to any and all of (i), (ii), (iii), and (iv); and any and all contract rights and causes of action that either Licensor may have against any third party, excluding causes of action whereby either Licensor may be liable for any amount.

Other Terms. All other terms defined in the text of this Technology License Agreement shall have the meanings set forth in such text.

2. LICENSE GRANTS, RIGHTS, AND OWNERSHIP.

2.1 Websites License. Each Licensor on behalf of itself and its respective Affiliates hereby grants Licensee and its Affiliates an exclusive, worldwide, royalty free, fully paid up, perpetual, non-terminable and irrevocable right and license to: (1) use, copy and modify the Websites; (2) create or have created Derivative Technology of the Websites and (3) sublicense to third parties the foregoing rights in (1) and (2) above, including the right to sublicense to further third parties (the "License").

2.2 Ownership. Subject to the License, each Licensor shall retain all right, title, and interest in and to its Websites.

2.3 Covenant Not to Sue. In addition to the License, each Licensor on behalf of itself and its Affiliates hereby covenant that neither it nor any of its Affiliates will sue Licensee or any of its Affiliates or any of their respective licensees, distributors, customers, or end users for infringement based on such party's use of the Websites.

3. FEES AND PAYMENT. In full and complete consideration for the License and covenant not to sue set forth in Section 2, Licensee will assume and agree to perform, pay or discharge a total of One Hundred Thousand Dollars (US$100,000.00) due and owing by Licensors under the Convertible Debenture.

4. WARRANTIES. Each Licensor represents and warrants that:

(i) Licensors own all right, title, and interest in and to the Websites and have the sole, full unencumbered and clear title to and are the true and lawful exclusive owners of the Websites and associated good will;

(ii) This License Agreement is a legal, valid and binding obligation of each Licensor and the execution, delivery and performance of this License Agreement by each Licensor does not and will not conflict with any agreement, instrument or understanding, oral or written, to which either Licensor is a party or by which either Licensor may be bound, nor violate any laws, rules or regulations of any court, governmental authority or administrative or other agency having authority over either Licensor, the Websites or the associated good will;

(iii) Neither Licensor has granted and neither will grant any rights in the Websites that are inconsistent with this License Agreement and the rights granted to Licensee herein;

(iv) Each Licensor has all right, power and authority necessary to execute this License Agreement and to grant Licensee the license rights set forth herein;

(v) Neither Licensor has knowledge nor has either received any notices or claims that the use or licensing of the Websites infringe upon the rights of any third party; and

(vi) Neither Licensor has pledged, hypothecated, or otherwise encumbered the Websites; and the Websites are not subject to any pledge, security interest, or other encumbrance.

5. CONFIDENTIALITY. Each Licensor agrees that it will hold in strictest confidence, and will not use or disclose to any third party, the existence, terms and conditions of this License Agreement until such time as Licensee may choose, in its sole discretion, to publicly disclose such information. Nothing herein shall prevent or prohibit either Licensor from making any disclosure to its legal counsel under obligations of confidentiality as necessary to consummate the transactions contemplated herein or to its financial and tax advisors under obligations of confidentiality as necessary to file either Licensor's tax returns.

6. NOTICES. All notices and requests in connection with this License Agreement shall be deemed given as of the day they are received by the intended recipient via messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows, or to such other address as the Party to receive the notice or request so designates by written notice to the other:

To Licensee:                              To Licensors:
-----------                               ------------

Encompass :                               HY-TECH Technology Group, Inc.
c/o Advanced Communications               1840 Boy Scout Drive
Technologies, Inc.                        Fort Myers, Florida  33907
420 Lexington Avenue, Suite 2739          Attention:  _____________________
New York, New York  10170                 Phone:    _______________________
Attention: Wayne I. Danson                Fax:      _______________________
Facsimile No.: 646-227-1666

Copy to:                                  Copy to:
-------                                   -------
Eckert Seamans Cherin & Mellott LLC       Gottbetter & Partners, LLP
1515 Market Street, 9th Floor             488 Madison Avenue, 12th Floor
Philadelphia, PA  19102                   New York, NY  10022

Attention: Gary A. Miller, Esquire Attention: Adam S. Gottbetter, Esquire Phone: (215) 851-8472 Phone: (212) 400-6900 Fax: (215) 851-8383 Fax: (212) 400-6901

8. AMENDMENTS/WAIVER. No amendment, waiver, or forbearance of any provision of this License Agreement shall be effective unless the same shall be in a writing signed by the Parties. Any such waiver or forbearance shall only be effective for the specific purpose and in the specific instance given and not for other or subsequent purposes or instances and no forbearance or waiver shall affect the Parties' rights to refuse further forbearances or waivers.

9. INTERPRETATION. This License Agreement has been generated pursuant to the equal negotiations and advice of the Parties and their counsel. Accordingly, this License Agreement should not be construed or interpreted more favorably or unfavorably as to any Party hereto.

10. GOVERNING LAW AND VENUE. This License Agreement shall be construed and controlled by the laws of the State of Delaware, and the Parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Delaware. The Parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on any Party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under this License Agreement or to interpret any provision of this License Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

11. SEVERABILITY. If any provision, or portion thereof, of this License Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this License Agreement and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

12. COUNTERPARTS. The signature pages of this License Agreement may be executed in counterparts and by facsimile and all such pages shall constitute original signature page(s) hereof and taken together all such counterparts shall be one and the same instrument.

13. AUTHORITY. Licensee or each Licensor represents and warrants that it has the authority and power to execute and deliver this License Agreement.

14. INDEPENDENT CONTRACTORS. The Parties hereunder are operating as independent contractors, and nothing in this License Agreement shall be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

15. HEADINGS/CONSTRUCTION. The Section headings used in this License Agreement are for convenience only and shall not be given substantive effect.

16. BINDING EFFECT; ASSIGNMENT. This License Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party hereto, and their Affiliates, divisions, parents and subsidiaries. "Successors" shall include, but not be limited to, heirs, executors, administrators and receivers, and shall also include any new entity to which any substantial part of the assets of a party are transferred in any manner, including, but not limited to transfers by merger, consolidation, reorganization, or otherwise.

17. PROHIBITION ON ASSIGNMENT. Neither Licensor may assign this License Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the prior, express written consent of Licensee, and any attempted assignment by either Licensor in violation of this
Section 17 shall be void.

18. TERM. The term of this License Agreement shall commence as of the Effective Date and shall continue in perpetuity.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

IN WITNESS WHEREOF, the Parties have caused this License Agreement to be executed by their duly authorized Representatives as of the Effective Date first written above.

ENCOMPASS GROUP AFFILIATES, INC.            HY-TECH TECHNOLOGY GROUP, INC.

By:                                         By:
    ------------------------------              --------------------------------
    Name:                                       Name:
    Title:                                      Title:



                                            HY-TECH COMPUTER SYSTEMS, INC.

                                            By:
                                                --------------------------------
                                                Name:

Title:

                                   Schedule I
                              Convertible Debenture

--------------------------------------------------------------------------------
Name and Address                                   Principal amount of Debenture
--------------------------------------------------------------------------------
KT Capital, LP                                     $ 20,000
237 Park Avenue South
New York, NY 10017
Attn: Jeffrey Kwit, Managing Partner
--------------------------------------------------------------------------------
David H. Boshart & Elizabeth F. Boshart            $ 20,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart, Bruce H. Boshart &               $ 20,000
Bethany Maahs-Hoagsberg
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart                                   $ 20,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
Maximum Ventures, Inc.                             $ 20,000
1175 Walt Whitman Road
Fort Myers, FL 33907
--------------------------------------------------------------------------------
Total                                              $100,000
--------------------------------------------------------------------------------

EXHIBIT 2.5

ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT (the "Assumption Agreement"), dated as of June 23, 2004, among Encompass Group Affiliates, Inc., a Delaware corporation ("Encompass"), and Hy-Tech Technology Group, Inc., a Delaware corporation ("Hy-Tech Technology"), and Hy-Tech Computer Systems, Inc., a Delaware corporation ("Hy-Tech Computer" and together with Hy-Tech Technology, "HYTT").

BACKGROUND

A. HYTT is entering into an Agreement with Encompass, dated as of the date hereof (the "Agreement"), pursuant to which HYTT concurrently herewith is refraining from pursuing certain of rights and licensing certain of its assets to Encompass.

B. In partial consideration therefore, the Agreement requires that Encompass agree to perform, pay or discharge certain liabilities and obligations of HYTT.

NOW, THEREFORE, for valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Assumption of Liabilities. Encompass hereby undertakes, assumes and agrees to perform, pay or discharge in accordance with their terms, to the extent not heretofore performed, paid or discharged and subject to the limitations contained in this Assumption Agreement, the liabilities and obligations of HYTT described in Schedule I hereto, but only to the extent and in the amounts that such liabilities and obligations are so listed or described.

2. Remedies. The assumption by Encompass of the liabilities and obligations set forth in this Assumption Agreement shall not be construed to defeat, impair or limit in any way the rights, claims or remedies of Encompass under the Agreement.

3. No Other Liabilities. Other than as specifically set forth in this Assumption Agreement, Encompass assumes no liability or obligation of any kind, character or description of HYTT or any other person.

4. Governing Law. This Assumption Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

5. Binding Agreement. This Assumption Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto.

6. Amendments and Waiver. No modification, wavier or termination of this Assumption Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Assumption Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

7. Severability. In the event that any provision of this Assumption Agreement shall be held to be unenforceable for any reason, such unenforceability shall not affect any other provision hereof.

8. Counterparts. This Assumption Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall be one and the same instrument.

[REMAINDER OF PAGE PURPOSELY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Assumption Agreement to be executed by their duly authorized representatives as of the date first written above.

ENCOMPASS GROUP AFFILIATES, INC.

Title:

HY-TECH TECHNOLOGY, INC.

Title:

HY-TECH COMPUTER SYSTEMS, INC.

Title:

--------------------------------------------------------------------------------
Name and Address                                   Principal amount of Debenture
--------------------------------------------------------------------------------
KT Capital, LP                                     $100,000
237 Park Avenue South
New York, NY 10017
Attn: Jeffrey Kwit, Managing Partner
--------------------------------------------------------------------------------
David H. Boshart & Elizabeth F. Boshart            $100,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart, Bruce H. Boshart &               $100,000
 Bethany Maahs-Hoagsberg
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
David H. Boshart                                   $100,000
8504 Charter Club Circle, No. 10
Fort Myers, FL 33919
--------------------------------------------------------------------------------
Maximum Ventures, Inc.                             $103,300
1175 Walt Whitman Road
Fort Myers, FL 33907
--------------------------------------------------------------------------------
Total                                              $503,300
--------------------------------------------------------------------------------

EXECUTION COPY

EXHIBIT 2.6

NONCOMPETITION AND NONDISCLOSURE AGREEMENT

NONCOMPETITON AND NONDISCLOSURE AGREEMENT (the "Non-Competition
Agreement"), made as of the 23 day of June 2004, by and among HY-Tech Technology Group, Inc., a Delaware corporation ("Hy-Tech Technology"), Hy-Tech Computer Systems, Inc., a Delaware corporation ("Hy-Tech Computer Systems" and together with Hy-Tech Technology, "HYTT"), Gary McNear ("McNear") and Craig Conklin ("Conklin" and collectively with McNear and HYTT, the "HYTT Parties") and Encompass Group Affiliates, Inc., a Delaware corporation ("Encompass").

WHEREAS, pursuant to that certain Agreement, dated May __, 2004, among Encompass and HYTT (the "Agreement"), HYTT has agreed to (i) refrain from pursuing certain rights it may have (the "Rights") and (ii) license certain of its assets to Encompass, in accordance with the terms of certain license agreements (the "Licenses") to be entered into among Encompass and HYTT on the date hereof (the "Closing").

WHEREAS, in order to protect the value of the Rights and the Licenses and to protect the business of Encompass and its Affiliates, the parties hereto have agreed that, for the consideration contained in the Agreement, the HYTT Parties shall not compete with Encompass, in accordance with the terms and conditions hereof; and

WHEREAS, the agreements of the HYTT Parties not to compete with Encompass as provided herein are an integral part of the transactions contemplated by the Agreement, and without such agreements, Encompass would not have entered into the Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the payment of the consideration hereunder and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement; provided, however, that the following terms shall have the meanings set forth below irrespective of the meanings such terms may have in the Agreement:

(a) "Affiliate" of any person means any other person, directly or indirectly, through one or more intermediary persons, controlling, controlled by or under common control with such person.

(b) "Business" means (i) the marketing, sale, integration, distribution or repair of computer systems, components, equipment or peripherals, and any related consulting work, and (ii) conducting any

EXECUTION COPY

business of a nature (A) now or anytime hereafter engaged in by Encompass or its current or future subsidiaries or (B) engaged in by Hy-Tech Computer Systems or its subsidiaries at the time of Closing, or (C) engaged in by any of BCD 2000, Inc., Cyber Test, Inc. or Pacific Magtron International Corp. ("Potential Encompass Subsidiaries") at the time the stock or assets of which are acquired by Encompass.

(c) "Confidential Information" means all information
(i) heretofore or hereafter developed or used by a HYTT Party relating to the Business, or the operations, employees, customers, suppliers or distributors of HYTT relating to the Business including, but not limited to, customer lists, customer orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business, and (ii) all such information of Encompass, its Affiliates and the Potential Encompass Subsidiaries obtained by the HYTT Parties prior to the date hereof.

(d) The term "control", with respect to any person, means the power to direct the

management and policies of such person, directly or indirectly, by or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock ownership, agency or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

(e) "Market" means the world.

(f) The term "person" means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity, including a government or political subdivision or an agency or instrumentality thereof.

(g) "Restricted Period" means the period commencing from and after the date of this Non-Competition Agreement and ending on the fifth anniversary hereof.

2. Noncompetition in the Market.

(a) At all times from and after the date of this Non-Competition Agreement and until the expiration of the Restricted Period, (i) no HYTT Party will own or control, throughout the Market, any business or any person who is engaged in any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, (ii) no HYTT Party shall directly, indirectly, and whether for itself or on behalf of any other person (including any of its Affiliates), throughout the Market, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or otherwise have a financial interest (whether, except as provided in Section 4, as a stockholder, director, officer, representative, subcontractor, partner, consultant, proprietor, member, agent or otherwise) in, or aid or assist anyone else in the conduct of, any business or any person who is engaged in any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, and (iii) no HYTT

EXECUTION COPY

Party shall, either personally or by its agent or by letters, circulars or advertisements and whether for itself or on behalf of any other person, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of itself or any other person, any business relating to the Business from any person who is, or has at any time within five (5) years prior to the date of such action been, a customer or supplier of the Business or Encompass or Encompass' Affiliates.

(b) Notwithstanding the foregoing, (i) for a period of three (3) months following the Closing, Hy-Tech Computer Systems shall be permitted to sell, in the ordinary course of its business, any inventory not sold on or prior to the Closing and (ii) provided that HYTT acquires the business of Robotic Workspace Technology, Inc. ("RWT"), for so long as RWT is engaged solely in the business of developing and/or acquiring proprietary computer technology within the robotics field, Encompass shall not deem the HYTT Parties to be competing with the Business.

3. Excluded Investments and Activities by the HYTT Parties. Each of the parties hereto acknowledges that nothing contained herein shall prohibit the HYTT Parties from acquiring equity securities of a publicly held company engaged in activities which are similar to, or competitive with, the Business, which in the aggregate do not exceed 1% of the issued and outstanding equity securities of such publicly held company.

4. Non-Disclosure of Confidential Information. Each HYTT Party acknowledges that it is the policy of Encompass to maintain as secret and confidential all Confidential Information. The parties hereto recognize that by reason of HYTT's operation of its business prior to the Closing, and activities in connection with the Agreement, the HYTT Parties have acquired Confidential Information. Each HYTT Party recognizes that, effective upon the Closing, all such Confidential Information is and shall remain the sole property of Encompass, free of any rights of any HYTT Party, and acknowledges that Encompass has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, each HYTT Party agrees that at all times from and after the date hereof, it/he will not, directly or indirectly, without the prior written consent of Encompass, disclose to any person, firm, company or other entity (other than Encompass or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by a HYTT Party of this Section 4, or (ii) any such Confidential Information becomes available to a HYTT Party on a non-confidential basis from a source other than Encompass; provided, that such source is not known by a HYTT Party to be bound by a confidentiality agreement with, or other obligation of secrecy to, Encompass or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if a HYTT Party is required by law or legal process to disclose any Confidential Information; provided, that in such case, the HYTT Parties shall (a) give Encompass the earliest notice possible that such disclosure is or may be required, and (b) cooperate with Encompass, at Encompass' expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of each HYTT Party under this Section 4 shall survive any termination of this Non-Competition Agreement.

EXECUTION COPY

5. Non-Solicitation. At all times from and after the date of this Non-Competition Agreement and until the expiration of the Restricted Period, no HYTT Party shall, directly, indirectly or otherwise, either by its/his agent or by letters, circulars or advertisements, and whether for itself/himself or on behalf of any other person:

(a) seek to persuade any employee of Encompass or any of its Affiliates to discontinue his or her status or employment therewith or seek to persuade any employee or former employee of Encompass or any of its Affiliates to become employed or to provide consulting services or contract services in a business or activities competitive with the Business, or

(b) solicit or employ or, directly or indirectly, cause to be solicited or employed, or engage, directly or indirectly, the services of any employee or former employee of Encompass or any of its Affiliates.

6. Right to Injunctive Relief. Each HYTT Party acknowledges that any breach or threatened breach by it of any of the covenants or provisions contained herein will result in irreparable and continuing harm to Encompass and its Affiliates for which neither Encompass nor its Affiliates would have an adequate remedy at law. Therefore, each HYTT Party acknowledges and agrees that, in addition to any other remedy which Encompass or its Affiliates may have at law or in equity, Encompass and its Affiliates shall be entitled to injunctive relief, temporary and permanent restraining orders or other equitable remedies in the event of any such breach or threatened breach. Each HYTT Party further acknowledges and agrees that monetary damages would be insufficient to compensate Encompass and its Affiliates in the event of a breach by any HYTT Party of any of the covenants or provisions contained herein, and that in the event of a breach thereof, Encompass and/or its Affiliates shall be entitled to specific performance of the obligations hereunder without the obligation to post a bond or to prove damages or that other remedies are insufficient.

7. Enforceability; Severability. If any provision of this Non-Competition Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed modified, as to duration, territory or otherwise, so as to be enforceable as similar as possible to the provision at issue, in order to render the remainder of this Non-Competition Agreement valid and enforceable and to the extent found necessary, such provisions shall be revised, reformed or redrafted or a new agreement created by a court of competent jurisdiction to accomplish the foregoing. The invalidity or unenforceability of any provision of this Non-Competition Agreement shall not affect the other provisions hereof, and this Non-Competition Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

8. Successors and Assigns. This Non-Competition Agreement shall be binding upon and shall inure to the benefit of each party hereto and their respective Affiliates, successors and assigns.

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9. Entire Agreement. This Non-Competition Agreement, together with the Agreement and the documents and instruments referenced herein and therein, contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and understandings among Encompass, Encompass' Affiliates and each HYTT Party with respect hereto. This Non-Competition Agreement may not be amended or modified except by a written instrument signed by the parties hereto.

10. Applicable Law; Submission to Jurisdiction.

(a) This Non-Competition Agreement and the rights, obligations and relations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

(b) The parties hereto hereby, to the fullest extent permitted by law, (i) agree to submit themselves, and any legal action or proceeding relating to this Non-Competition Agreement or for recognition and enforcement of any judgment in respect hereof, to the exclusive jurisdiction of the courts of the State of Delaware, the courts of the United States District Court for the District of Delaware, and appellate courts from any therefor, (ii) consent that any action or proceeding shall be brought in such courts, and waive any objection that each may now or hereafter have to the venue of any such action or proceeding in any such court, (iii) agree that service of process of any such action or proceeding may be effected by serving the appropriate party personally at its address as set forth herein, and service made shall be deemed to be completed upon actual receipt thereof, and (iv) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

11. Notices.

(a) Except as provided in Section 10(b)(iii) with respect to service of process which must be delivered personally, any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally by hand or by recognized overnight courier or mailed (by registered or certified mail, postage prepaid) or telecopied, as follows:

(i) If to Encompass :

420 Lexington Avenue, Ste 2739 New York, NY 10170 Attention: Wayne I. Danson, President Telecopier: 646-227-1666

with a simultaneous copy to:

Gary A. Miller, Esq.

Eckert Seamans Cherin & Mellott, LLC
1515 Market Street, Ninth Floor
Philadelphia, Pennsylvania 19102
Telecopier: (215)851-8383

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and

Jonathan Lichtman, Esquire
Levinson & Lichtman LLP
120 Palmetto Road East
Boca Raton, Florida 33166
Telecopier: (561) 869-260

(ii) If to a HYTT Party, one copy to:

Adam S. Gottbetter, Esquire Gottbetter & Partners, LLP 488 Madison Ave., 12th Fl New York, NY 10022-5718 Telecopier: (212) 400-6901

(b) Each such notice or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in Section 11(a) (with confirmation of transmission), or (ii) if given by other means, when delivered at the address specified in Section 11(a). Any party by notice given in accordance with this
Section 11 to the other party may designate another address or person for receipt of notices hereunder. Notices by a party may be given by counsel to such party.

12. Headings. The headings of sections and subsections of this Non-Competition Agreement are for convenience only and are not to be considered in construing this Non-Competition Agreement.

13. Execution in Counterparts. This Non-Competition Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

EXECUTION COPY

IN WITNESS WHEREOF, the parties hereto have caused this Non-Competition Agreement to be executed as of the day and year first above written.

HY-TECH TECHNOLOGY, INC.

Title:

HY-TECH COMPUTER SYSTEMS, INC.

Title:

ENCOMPASS GROUP AFFILIATES, INC.

Title: