EVRO CORP, 8-K, 1995-10-31

EVRO CORP
8-K, 1995-10-31
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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<PAGE> 1

CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 18, 1995

EVRO CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

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<S> <C> <C>
Florida 0-7870 59-3229961
--------------------------------------- ----------------------------------- ----------------------
(State of Incorporation) (Commission (I.R.S Employer
File Number) Identification No.)
</TABLE>

7501 W. Irlo Bronson Memorial Hwy. Suite 105
Kissimmee, Florida 34747
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(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code (407) 397-0550
-----------------------------

3101 SW 34th Avenue 905-427
Ocala, Florida 34474
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
<PAGE> 2

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On September 18, 1995, and then as amended on October 10, 1995, the
Company completed a transaction to acquire at least 51% of Channel America
Television Network, Inc. ("Channel America"), a Delaware corporation based in
Darien, Connecticut, together with the rights to acquire, through an escrow
arrangement, the remaining 49% of Channel America.

STOCK PURCHASE. In accordance with the terms of a Stock Purchase
Agreement dated July 13, 1995, as amended September 18, 1995, October 10, 1995,
and October 26, 1995 by and between Channel America and the Company, and as a
condition precedent to a merger of Channel America into a subsidiary of the
Company, Channel America issued and delivered to the Company 27,500,000 shares
of restricted common stock of Channel America, such that the Company owns a
majority of the voting shares and majority control of Channel America, and will
own at least 51% of the voting shares of Channel America upon completion of the
debt conversion described below, at a purchase price (the "Purchase Price")
equal to $1,000,000. Such purchase price is payable in the form of $200,000 in
cash, which was fully paid by the Company on September 28, 1995, and subsequent
payments of $800,000, with cash payments of $100,000 payable on or before
October 30, 1995 and $300,000 payable on or before November 9, 1995 and
$400,000 in the form of a six month promissory note bearing interest at eight
percent per annum. In the event of default by the Company with respect to
payment of any portion of the Purchase Price, and a failure by the Company to
cure such default, the shares of Channel America's Common Stock owned by the
Company will be reduced pro rata with respect to such unpaid Purchase Price.

MERGER. The Company has issued to Channel America shares of its
Series H Convertible Preferred Stock (the "Convertible Shares") which are
convertible into up to 3,000,000 shares of Common Stock, in accordance with the
terms of an Agreement and Plan of Merger and an Escrow Agreement, both dated as
of July 13, 1995, as amended on September 18, 1995, October 10, 1995, and
October 26, 1995 by and among Channel America, the Company, an as yet
unincorporated subsidiary of the Company and certain key shareholders (the "Key
Shareholders") of Channel America constituting a majority of the shareholders
of Channel America prior to the stock purchase described above. Such
convertible shares shall be held in escrow until either (a) the termination of
the Merger Agreement, at which time the Convertible Shares shall be returned to
the Company, or (b) such time when the Company (i) increases its number of
authorized shares of the Company's common stock (the "Common Stock") from
2,500,000 shares to 35,000,000 shares and (ii) registers the shares of Common
Stock to be issued to the shareholders of Channel America upon conversion of
the Convertible Shares pursuant to an effective Registration Statement. The
merger is subject to approval by the shareholders of each of the Company and
Channel America in accordance with applicable law. The parties intend to merge
Channel America into an as yet unincorporated subsidiary of the Company in
exchange for up to 3,000,000 shares of Common Stock of the Company. The Merger
Agreement is subject to termination by the Company or Channel America if no
merger has occurred by December 31, 1995.

DEBT CONVERSION. All certificates of merger, all common stock of
Channel America

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owned by the Key Shareholders (representing the majority of the remaining 49%
of ownership of Channel America not acquired by the Stock Purchase Agreement),
the Convertible Shares, and certain other items, as more fully described in the
Escrow Agreement defined above, shall be held is escrow until such time as an
aggregate of 90% of the note holders and holders of preferred stock of Channel
America have agreed to convert such notes and preferred stock, totaling
approximately $7,768,533 in debt, into restricted common stock of Channel
America. Channel America has reserved 22,838,040 shares of its common stock
for such conversion.

Channel America has not completed any filings or proxy solicitations
to its shareholders, which may be required under federal or state securities
laws or Delaware corporation law, with respect to the prospective acquisition
of Channel America by the Company, and may be subject to sanctions and
penalties as a result of such violations.

GENERAL. Channel America currently broadcasts its programming 24
hours per day through its television network. As of September 21, 1995,
Channel America has 59 affiliates with a potential reach of approximately 16.9
million US households ( actual reach is approximately 7 million to 12 million
households depending on the time of day). The mix of television stations
comprising the Channel America network includes 10 full power, 8 cable and 41
low power stations.

Channel America supplies its programming from an uplink facility in
Los Angeles, California operated by IDB Communications. Channel America's
signal is received directly by its broadcast affiliates and reaches cable
affiliates via the cable system's head-end where it is then retransmitted to
subscribers. Viewers with satellite dishes can access the network directly by
turning to the proper satellite coordinates.

Channel America also holds licenses to operate four low-power
television stations currently not broadcasting. Channel America has relied
mainly on barter licensing, where it exchanges air time for programming.
Additionally, Channel America maintains a program library consisting of
approximately 750 motion pictures and 400 television programs. All titles are
in good condition and are preformatted for television broadcast.

Once the contemplated acquisition is completed, the Company intends to
initially commence broadcasting its Sports & Shopping Network programming, 6
hours per day, seven days per week on Channel America's network. Thereafter,
the Company will expand its shopping channel programming to 12 hours per day,
seven days per week.

Channel America is a public company, listed over-the-counter. Channel
America is not current with respect to its filings with the SEC under the
Securities Exchange Act of 1934, as amended (the Exchange Act"), and has not
yet filed its Form 10-K annual report for the fiscal year ending December 31,
1994 or any periodic filings required thereafter pursuant to the Exchange Act.

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<PAGE> 4

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
(a) & (b) The Company intends to file financial statements of Channel America
and pro-forma financial information required by Item 7(a) and (b) as
soon as is practible.

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Sequentially
(c) Exhibits Numbered Pages
--------------

2.1 EVRO Corporation press release dated September 26, 1995 6

2.2 Stock Purchase Agreement by and among Channel America Television
Network, Inc. and EVRO Corporation dated July 13, 1995 7-13

2.3 Agreement and Plan of Merger by and among Channel America Television
Network, Inc. and EVRO Corporation dated July 13, 1995 14-43

2.4 Escrow Agreement by and among Channel America Television Network,
Inc., EVRO Corporation and Scolaro, Shulman, Cohen, Lawler & Burstein,
P.C. dated July 13, 1995 44-57

2.5 Amendment Agreement I to Stock Purchase Agreement, Agreement and
Plan of Merger, and Escrow Agreement by and among Channel America
Television Network, Inc., EVRO Corporation and Scolaro, Shulman,
Cohen, Lawler & Burstein, P.C. dated September 18, 1995 58-62

2.6 Second Amended Agreement to Stock Purchase Agreement, Agreement
of Plan and Merger, and Escrow Agreement by and among Channel America
Television Network, Inc., EVRO Corporation and Scolaro, Shulman,
Cohen, Lawler & Burstein, P.C. dated October 10, 1995. 63-71

2.7 Consent to Amendment of Agreement and Plan of Merger and Escrow
Agreement dated October 10, 1995 72-75

2.8 EVRO Corporation press release dated October 13, 1995 76-77

2.9 Third Amended Agreement to Stock Purchase Agreement, Agreement
of Plan and Merger, and Escrow Agreement by and among Channel America
Television Network, Inc., EVRO Corporation and Scolaro, Shulman,
Cohen, Lawler & Burstein, P.C. dated October 26, 1995. 78-80

</TABLE>

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 30, 1995

EVRO CORPORATION

By: /s/ O. Don Lauher
-----------------------------
O. Don Lauher
Chief Financial Officer

<PAGE> 1
EXHIBIT 2.1

[LOGO]
EVRO
CORPORATION

FOR IMMEDIATE RELEASE SYMBOL: EVRO
SEPTEMBER 26, 1995 TRADED: NASDAQ

ORLANDO, FL -- SEPTEMBER 26, 1995 -- EVRO CORPORATION ("EVRO") ANNOUNCED TODAY
THAT IT HAS EXECUTED A STOCK PURCHASE AGREEMENT AND AN AGREEMENT AND PLAN OF
MERGER WITH CHANNEL AMERICA TELEVISION NETWORK ("CHANNEL AMERICA"), BASED IN
DARIEN, CONNECTICUT TO ACQUIRE CHANNEL AMERICA. CHANNEL AMERICA OPERATES A 24
HOUR TELEVISION NETWORK, COMPRISED OF 59 AFFILIATED TELEVISION STATIONS ACROSS
THE UNITED STATES, WITH A POTENTIAL VIEWING AUDIENCE OF 16,966,530 HOUSEHOLDS.

CHANNEL AMERICA'S AFFILIATES INCLUDE 10 FULL POWER TELEVISION STATIONS, 8 CABLE
STATIONS, AND 41 LOW POWER STATIONS. CHANNEL AMERICA WILL PROVIDE EVRO AND ITS
SUBSIDIARY, THE SPORTS & SHOPPING NETWORK, INC. ("TSSN") WITH NATIONAL
DISTRIBUTION OF ITS TELEVISION SHOPPING PROGRAM.

THE TRANSACTION HAS A TOTAL VALUE OF $7,000,000 IN THE FORM OF $1,000,000 IN
CASH AND $6,000,000 IN RESTRICTED EVRO CONVERTIBLE PREFERRED STOCK. UPON
CONVERSION OF THE PREFERRED SHARES, CHANNEL AMERICA'S SECURED CREDITORS, BOND
HOLDERS, NOTE HOLDERS, AND SHAREHOLDERS WILL RECEIVE A TOTAL OF 3,000,000 EVRO
RESTRICTED VOTING COMMON SHARES. IT IS ANTICIPATED THAT THE CLOSING WILL OCCUR
WITHIN 45 DAYS.

"THE ACQUISITION OF CHANNEL AMERICA MAKES EVRO AND TSSN A VERTICALLY INTEGRATED
COMPANY WITH A NATIONAL TELEVISION VIEWING AUDIENCE. WE WILL NOW HAVE CONTROL
OVER BOTH PRODUCTION CONTENT AND DISTRIBUTION," SAID DANIEL M. BOYAR, EVRO'S
PRESIDENT AND CEO.

THE CORPORATE ADDRESS OF EVRO IS 3101 S.W. 34TH AVENUE, #905-427, OCALA,
FLORIDA 34474. FOR FURTHER INFORMATION, CONTACT DANIEL M. BOYAR, PRESIDENT AND
CEO AT (407) 222-2995 OR SHAREHOLDER RELATIONS AT (407) 743-6115.

<PAGE> 1
EXHIBIT 2.2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made and entered into
this July 13, 1995, by and among CHANNEL AMERICA TELEVISION NETWORK, INC., a
Delaware corporation (herein "CATN" or the "Company"), and EVRO CORPORATION, a
Florida corporation ("EVRO" or the "Purchaser").

RECITALS:
A. WHEREAS, the Company, the Purchaser and EVRO NETWORK, INC., a
Florida corporation which is a wholly-owned subsidiary of Purchaser ("EVRO
Subsidiary"), have entered into that certain Agreement and Plan of Merger of
even date herewith (the "Merger Agreement"), whereby after fulfilling all
conditions thereto and obtaining all requisite shareholder approvals, the
Company shall be merged into EVRO Subsidiary (the "Merger"), and the
shareholders of the Company as of the Merger's effective date will receive
shares of the common stock of Purchaser (the "Exchange Shares") which have been
duly registered under the Act of 1933, as amended (the "Act").

B. WHEREAS, the execution and consummation of this Agreement is,
among other conditions, a condition precedent to the closing under and
effectiveness of the Merger.

C. WHEREAS, in connection with the transactions contemplated in
the Merger Agreement, the Company wishes to sell to Purchaser, and Purchaser
wishes to purchase from the Company, shares of the authorized but heretofore
unissued common stock of the Company in a number sufficient to assure Purchaser
at least fifty-one percent (51%) of the voting control of the Company.

NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
parties hereto agree as follows:

1. Purchase of Shares from Company. Subject to and upon the
terms and conditions contained herein, at the Closing of the transactions
contemplated in this Agreement, the Company shall sell, issue and deliver to
the Purchaser, free and clear of any and all preemptive rights and adverse
claims whatever, and the Purchaser shall purchase from the Company and pay for
Twenty-Seven Million Five Hundred Thousand (27,500,000) shares of the
authorized but heretofore unissued common stock of the Company, $.01 par value
per share (the "Control Shares").

2. Purchase Price and Payment Terms; Escrows; Etc.

(a) The purchase price payable to the Company by
Purchaser for the Control Shares shall be One Million Dollars ($1,000,000.00),
payable in lawful monies of the United States of America, which shall be
payable as follows:

(i) Six Hundred Thousand Dollars ($600,000.00) of
the purchase price shall be

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payable in cash (the "Cash Portion"); and

(ii) Four Hundred Thousand Dollars ($400,000.00) of
the purchase price shall be payable in the form of a negotiable promissory note
made by Purchaser to the order of the Company, bearing simple interest on the
principal amount at the rate of eight percent (8%) per annum (the "Note"). The
Note shall have a term of, and all principal and interest shall be due and
payable in a single installment on the date which is six (6) months from the
date the Note is delivered into escrow as provided below, and the Purchaser may
make one or more pre-payments of interest and principal thereunder without
penalty. The Note shall be in the form of Exhibit A attached hereto.

(b) The Company, Purchaser and the Escrow Agent named below
have executed that certain Escrow Agreement of even date herewith. Upon
execution of this Agreement, Purchaser shall, in accordance with the terms and
conditions of the Merger Agreement, deliver the Note and the Cash Portion of
the purchase price into an escrow (the "Escrow") with Scolaro, Shulman, Cohen,
Lawler & Burstein, P.C., Attorneys at Law, whose address is 90 Presidential
Plaza, Syracuse, New York 13202, Attention of Mr. Stephen H. Cohen, Esquire
(the "Escrow Agent"). The Escrow Agent shall hold the Note and Cash Portion in
its client trust account or equivalent account for safekeeping until notified
by Purchaser and the Company to either forward the Note and Cash Portion to the
Company or to return them to Purchaser if the Escrow conditions are not
satisfied. The Company acknowledges and agrees that the Escrow Agent is
special counsel of Purchaser and that Stephen H. Cohen is the Secretary of
Purchaser and waives any potential conflicts which are presented by virtue of
such facts.

3. Closing out of Escrow. Subject to the conditions precedent set
forth herein, the purchase of the Control Shares and payment for the Control
Shares shall take place either at the offices of the Company or the Escrow
Agent and on the Closing date which, for purposes of this Agreement, shall mean
the date at which Company delivers to the Escrow Agent certification that an
aggregate ninety percent (90%) of its noteholders and preferred shareholders
have agreed to convert their notes and preferred stock into common stock of the
company ("Closing" or "Closing Date"). At such Closing, the Company shall
deliver to Purchaser a certificate evidencing the Control Shares, and the
Escrow Agent shall deliver to the Company the Note and Cash Portion.

4. Representations and Warranties of the Company. The Company
hereby represents and warrants that representations, warranties and covenants
contained in the Merger Agreement shall be incorporated by reference in their
entirety in this Agreement and made a part thereof.

5. Representations and Warranties of Purchaser. Except as
specifically stated otherwise in this Agreement, the Purchaser represents and
warrants that the following are true and correct as of the date hereof and will
be true and correct through the Closing Date as if made on that date and agrees
with the Company that:

(a) Investment Intent. Purchaser is acquiring the Control
Shares for its own

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account for investment and not with a view to, or for the sale or other
disposition in connection with, any distribution of all or any part thereof,
except (i) in a transaction covered by an effective registration statement
filed with the Securities and Exchange Commission under the Act, or (ii) in
compliance with the provisions of an available exemption under the Act.

(b) Disclosure of Information. Purchaser acknowledges that
it or its representatives have been furnished with substantially the same kind
of information regarding the Company and its business, assets, results of
operations, and financial condition as would be contained in a registration
statement prepared in connection with a public sale of the Control Shares. The
Purchaser further represents that it has had an opportunity to ask questions of
and receive answers from the Company regarding the Company and its business,
assets, results of operations and financial conditions and the terms and
conditions of the issuance of the Control Shares.

(c) Investment Experience. The Purchaser acknowledges that
it is able to fend for itself, can bear the economic risk of its investment in
the Control Shares, and possesses such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of
an investment in the Control Shares.

(d) Restricted Securities. The Purchaser understands that
the Control Shares will not have been registered pursuant to the Act or any
applicable state securities laws, that the Control Shares will be characterized
as "restricted securities" under federal securities laws, and that under such
laws and applicable regulations the Control Shares cannot be sold or otherwise
disposed of without registration under the Act or an exemption therefrom. In
this connection, the Purchaser represents that it is familiar with Rule 144
promulgated under the Act, as currently in effect, and understands the resale
limitations imposed thereby and by the Act. Stop transfer instructions may be
issued to the transfer agent for securities of the Company (or a notation may
be made in the appropriate records of the Company) in connection with the
Control Shares.

(e) Legend. It is agreed and understood by the Purchaser
that all certificates evidencing the Control Shares shall each bear on their
reverse side a customary form of investment legend to the effect that the
Control Shares have not been registered under the Act and are subject to
significant restrictions on transfer.

(f) Pending or Threatened Litigation. There are no
actions, governmental investigations, suits, arbitrations or other
administrative, criminal or civil actions pending or threatened against
Purchaser or its affiliates. In addition, to the best of Purchaser's
knowledge, Purchaser does not know of any basis that exists for any such
action, suit, investigation, arbitration or proceeding.

6. Conditions Precedent to Obligations of Purchaser. The
obligations of Purchaser under this Agreement to purchase and pay for the
Control Shares are subject to the fulfillment or Purchaser's written waiver,
prior to the Closing Date, of each of the following conditions:

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(a) Documents to be Delivered to Purchaser. At the
Closing, the following documents shall be delivered to Purchaser:

(i) A certificate registered in the name of Purchaser,
bearing a customary form of investment legend, evidencing the Control Shares;

(ii) A certificate executed in the name of the Company
by its Chairman and Secretary and dated the Closing Date, certifying in such
detail as the Purchaser may request that the representations and warranties of
Company contained in this Agreement are then true in all respects, and that the
Company has complied with all covenants and conditions required by this
Agreement to be performed or complied with by it;

(b) No Proceedings. There shall not be (i) any effective
writs, judgments, decrees, orders, injunctions or mandates outstanding of any
nature whatsoever issued by a court or governmental agency of competent
jurisdiction directing that the proposed sale of the Control Shares or the
proposed Merger not be consummated or (ii) any action, suit, or proceeding
pending or threatened by or before any court or governmental body in which it
is or may be sought to prohibit, substantially delay, or rescind the proposed
sale of the Control Shares or the proposed Merger.

(c) Percentage of Ownership. At the time that the Note and
the Cash Portion of the purchase price are delivered to the Company out of
Escrow, the Control Shares shall amount to not less than fifty-one percent
(51%) of the outstanding common stock of the Company. For purposes of this
computation, the term "outstanding common stock" shall include all shares
issuable upon the conversion of convertible securities or debt and all shares
issuable upon the exercise of options, warrants or similar instruments, as if
such instruments had been exercised or converted.

7. Conditions Precedent to Obligations of the Company. All
obligations of the Company under this Agreement are subject to the fulfillment
or waiver by the Company in writing, prior to the Closing Date, of each of the
following conditions:

(a) Documents to be Delivered to the Company. At the
Closing, the following documents shall be delivered to the Company:

(i) A certificate executed by Purchaser dated the
Closing Date, certifying in such detail as the Company may request that the
representations and warranties of Purchaser contained in this Agreement are
then true in all respects, and that Purchaser has complied with all covenants
and conditions required by this Agreement to be performed or complied with by
it;

(b) Payment of Purchase Price into Escrow. Purchaser shall
have placed the Note and deposited the Cash Portion of the purchase price into
the Escrow as required by Section 2(b) of

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this Agreement.

8. Indemnification by Purchaser. Purchaser hereby agrees to
indemnify and hold harmless the Company and its successors and assigns for the
full amount of losses, claims, expenses or liabilities (including without
limitation reasonable attorneys' fees) arising from or relating to (i) any
breach of the representations and warranties made by Purchaser in this
Agreement, and (ii) any failure of Purchaser duly to perform any covenant in
this Agreement to be performed by Purchaser.

9. Indemnification by the Company. The Company agrees to indemnify
and hold harmless Purchaser for the full amount of all losses, claims, expenses
or liabilities (including without limitation reasonable attorneys' fees)
arising from or relating to (i) any breach of the representations and
warranties made by the Company in this Agreement, and (ii) any failure of the
Company duly to perform any covenant in this Agreement to be performed by the
Company.

10. Necessary Information. The Company shall furnish to Purchaser
promptly upon its request all information regarding the Company and its
business assets, properties, and financial condition which, in the reasonable
judgment of Purchaser, is necessary to enable Purchaser to conduct its due
diligence relating to the proposed sale of the Control Shares. Each of the
parties hereto shall furnish to the others all information concerning such
party (including audited financial statements and statistical information)
required for inclusion in any application or statement to be filed or made by
the other party with or to any governmental agency or third party in connection
with the proposed sale of the Control Shares.

11. Certain Filings; Etc. The Company shall prepare and caused to
be filed with the SEC a current report on Form 8-K for the Company pertaining
to the execution of this Agreement within the time frame required by the rules
and regulations of the Exchange Act. The Purchaser shall prepare and file with
the SEC a Schedule 13D and report of beneficial ownership on Form 3 within the
time required by the Exchange Act. Both the Company and Purchaser acknowledge
that they are subject to the reporting requirements of Section 13 of the
Exchange Act.

12. Miscellaneous.

(a) Amendment. This Agreement may be amended, modified, or
supplemented only by instrument in writing executed by all the parties hereto.

(b) Assignment. Neither this Agreement nor any right
created hereby or in any agreement entered into in connection with the
transactions contemplated hereby shall be assignable by any party hereto
without the written consent of the party not seeking assignment.

(c) Parties In Interest: No Third Party Beneficiaries.
Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Neither this

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Agreement nor any other Agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.

(d) Entire Agreement. This Agreement, the Merger
Agreement, and the Escrow Agreement constitute the entire agreement of the
parties regarding the subject matter hereof, and supersede all prior agreements
and understandings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof.

(e) Severability. If any provision of this Agreement is to
be illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and enforceable.

(f) Survival of Representations, Warranties and Covenants.
The representations, warranties and covenants contained herein shall survive
the Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of the Purchaser or the Company, as the
case may be, and, notwithstanding any provision in this Agreement to the
contrary, shall survive the Closing.

(g) Governing Law. This Agreement and the rights and
obligations of the parties shall be governed by and construed and enforced in
accordance with the substantive laws of the State of Florida.

(h) Captions. The captions in this Agreement agree for
convenience or reference only and shall not limit or otherwise affect any of
the terms or provisions hereof.

(i) Confidentiality; Publicity and Disclosures. Each party
shall keep this Agreement and its terms confidential, and shall make no press
release or public disclosure, either written or oral, regarding the
transactions contemplated by this Agreement without the prior knowledge and
consent of the other parties hereto; provided that the foregoing shall not
prohibit any disclosure (i) by press release, filing or otherwise that is
required by federal securities laws, and (ii) to attorneys, accountants,
investment bankers or other agents of the parties assisting the parties in
connection with the transactions contemplated by this Agreement. In the event
that the transactions contemplated hereby are not consummated for any reason
whatsoever, the parties hereto agree not to disclose or use any confidential
information they may have concerning the affairs of the other parties, except
for information that is required by law to be disclosed.

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(j) Notices. Any notice or communication hereunder or in
any agreement entered into in connection with the transactions contemplated
hereby must be in writing and given by depositing the same in the United States
mail, addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering the same in person.
Such notice shall be deemed received on the date on which it is hand delivered
or on the third business day following the date on which it is to be mailed.
For purposes of notice, the addresses of the parties shall be:

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If to the Company: With a copy to:
397 Post Road Ivy, Barnum & O'Mara
Darien, Connecticut 06820 170 Mason Street
Attention: Mr. David A. Post, Greenwich, Connecticut 06836
Chairman Attention: Susan Spalter, Esq.

If to Purchaser: With a copy to:
10002 Princess Palm Avenue Scolaro, Shulman, Cohen, Lawler &
Suite 304 Burstein, P.C.
Tampa, Florida 33619 90 Presidential Plaza
Attn: Mr. Daniel M. Boyar, Syracuse, New York 13202
President and CEO Attn: Mr. Stephen H. Cohen, Esq.
</TABLE>

(k) Expenses. Except as otherwise specifically provided in
this Agreement, each party shall pay its own legal and other expenses related
to the consummation of the transactions contemplated in this Agreement.

(l) Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. Execution and
delivery of this letter by exchange of facsimile copies bearing fascimile
signature of a party shall constitute a valid and binding execution and
delivery of this Agreement. Such facsimile copies shall constitute enforceable
original documents.

IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date first above written by Purchaser and the Company.

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Channel America Television EVRO Corporation
Network, Inc.

By: /s/ David A. Post By: /s/Daniel M. Boyar
------------------------------- ---------------------------
David A. Post, Chairman and CEO Daniel M. Boyar, President
</TABLE>

<PAGE> 1
EXHIBIT 2.3

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of July 13, 1995, between CHANNEL AMERICA TELEVISION NETWORK, INC., a
Delaware corporation (the "Company"); EVRO NETWORK, INC., a Florida corporation
("EVRO Subsidiary"), the Company and EVRO Subsidiary sometimes being
hereinafter collectively referred to as the "Constituent Corporations;" EVRO
CORPORATION, a Florida corporation ("Purchaser"), which owns all of the
outstanding shares of capital stock of the EVRO Subsidiary; and DAVID A. POST,
LANCE LAIFER, DONALD KUSHNER, BURTON KANTER, RANDOLPH L. PACE, HOWARD WHITE,
ELVIN FELTNER and THOMAS KEMPNER, individually and/or in their capacities as
representatives of the parties (hereinafter collectively referred to as the
"Key Stockholders" or "Stockholders") reflected as their interests appear on
Schedule I attached to and made a part of this Agreement.

RECITALS

WHEREAS, the Boards of Directors of EVRO Subsidiary and the Company each
have determined that it is in the best interests of their respective
shareholders for the Company to be merged into the EVRO Subsidiary upon the
terms and subject to the conditions set forth herein;

WHEREAS, the Stockholders and Purchaser have expressed their intention
and desire to support and vote their shares of capital stock of the respective
Constituent Corporations in favor of such merger; and

WHEREAS, the Company, the EVRO Subsidiary and Purchaser desire to make
certain representations, warranties, covenants and agreements in connection
with this Agreement.

ARTICLE I

Defined Terms

The following terms, when used in this Agreement shall have the meaning
set forth herein:

"Agreement" shall have the meaning set forth in the introductory
paragraph hereof.

"Certificate" shall have the meaning set forth in Section 3.1.

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"Closing" shall have the meaning set forth in Section 2.4.

"Closing Date" shall have the meaning set forth in Section 2.4.

"Code" shall have the meaning set forth in Section 6.1(h)(ii).

"Company" shall have the meaning set forth in the introductory paragraph
hereof.

"Constituent Corporations" shall have the meaning set forth in the
introductory paragraph hereof.

"Contracts" shall have the meaning set forth in Section 6.1(d)(ii)

"Delaware Certificate of Merger" shall have the meaning set forth in
Section 2.5.

"Dissenting Stockholders" shall have the meaning set forth in Section
5.1(a).

"Dividend Distributions" shall have the meaning set forth in Section
7.1(b).

"Effective Time" shall have the meaning set forth in Section 2.5.

"Employees" shall have the meaning set forth in Section 6.1(h).

"Escrow Agent" shall have the meaning set forth in Section 5.1(c).

"Escrow Closing" shall have the meaning set forth in Section 5.1(c).

"EVRO Subsidiary" shall have the meaning set forth in the introductory
paragraph hereof.

"FCL" shall have the meaning set forth in Section 2.1.

"Financial Statements" shall have the meaning set forth in Section
6.1(e).

"Florida Certificate of Merger" shall have the meaning set forth in
Section 2.5.

"Intangible Personal Property" shall have the meaning set forth in
Section 6.1(o).

"Liens" shall have the meaning set forth in Section 6.1(k).

"Merger" shall have the meaning set forth in Section 2.1.

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"Merger Share Consideration" shall have the meaning set forth in Section
5.1(a).

"Purchaser" shall have the meaning set forth in the introductory
paragraph hereof.

"Registration Statement" shall have the meaning set forth in Section 2.2.

"Regulatory Filings" shall have the meaning set forth in Section 6.1(d).

"Representatives" shall have the meaning set forth in Section 7.4.

"SEC" shall have the meaning set forth in Section 2.2.

"Shares" shall have the meaning set forth in 5.1(a).

"Stockholders"/"Key Stockholders" shall have the meaning set forth in
the introductory paragraph hereof.

"Surviving Corporation" shall have the meaning set forth in Section 2.1.

"Tax Returns" shall have the meaning set forth in Section 10.2(a)

ARTICLE II

The Merger; Closing; Effective Time

2.1. The Merger. Subject to the terms and conditions of this
Agreement, at the Effective Time the Company shall be merged with and into EVRO
Subsidiary and the separate corporate existence of the Company shall thereupon
cease (the "Merger"). EVRO Subsidiary shall be the surviving corporation in
the Merger (sometimes hereinafter referred to as the "Surviving Corporation")
and shall continue to be governed by the laws of the State of Florida, and the
separate corporate existence of EVRO Subsidiary with all of its rights,
privileges, immunities, powers and franchises shall continue unaffected by the
Merger. The Merger shall have the effects specified in the Florida Corporation
Law (the "FCL").

2.2. Registration Statement. Following the Escrow Closing and upon
increasing its authorized common shares from Two Million Five Hundred Thousand
(2,500,000) shares to Thirty-Five Million (35,000,000) shares, the Purchaser
shall cause a Form S-4 registration statement ("Registration Statement") to be
prepared and filed with the Securities and Exchange Commission ("SEC") covering
the shares of the Purchaser's restricted common stock being exchanged for the
Company's common stock pursuant to this Agreement.

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<PAGE> 4

2.3 Shareholder Meetings. Upon the Registration Statement being
declared effective by the SEC, the Company and Purchaser shall each call a
meeting of its respective shareholders to vote on the Merger. The Company and
Purchaser shall provide their respective shareholders with the Joint Proxy
Statement and Prospectus as contained in the Registration Statement.

2.4. Closing. The closing of the Merger (the "Closing") shall take
place at the offices of the Company at 10:00 A.M. within three (3) business
days after the Registration Statement has been declared effective and
shareholder approval has been obtained or at such other place and time
subsequent to the Registration Statement being declared effective and
shareholder approval has been obtained as the parties hereto agree in writing.

2.5. Effective Time. Immediately, but not more than twenty-four (24)
hours, following the Closing Date, the Company and the EVRO Subsidiary will
cause a Certificate of Merger (the "Florida Certificate of Merger") to be
executed and filed with the Secretary of State of Florida as provided in the
FCL, as well as a Certificate of Merger (the "Delaware Certificate of Merger")
to be executed and filed with the Secretary of State of Delaware as provided in
the Delaware Corporation Law ("DCL"). The Merger shall become effective on the
date on which the Certificate of Merger has been duly filed with the Secretary
of State of the State of Florida and the Secretary of State of the State of
Delaware, and such time is hereinafter referred to as the "Effective Time."

ARTICLE III

Certificate of Incorporation and By-Laws
of the Surviving Corporation

3.1. The Certificate of Incorporation. The Certificate of
Incorporation of EVRO Subsidiary (the "Certificate") in effect at the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation,
until duly amended in accordance with the terms thereof and the FCL.

3.2. The By-Laws. The By-Laws of EVRO Subsidiary in effect at the
Effective Time shall be the By-Laws of the Surviving Corporation, until duly
amended in accordance with the terms thereof and the FCL.

ARTICLE IV

Officers and Directors
of the Surviving Corporation

4.1. Officers and Directors. The directors and the officers of the
EVRO Subsidiary at the Effective Time shall, from and after the Effective Time,
be the directors and officers, of the Surviving

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Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and By-Laws.
Notwithstanding anything to the contrary contained herein, Purchaser has agreed
that the Board of Directors of the Company shall be entitled to designate one
(1) member to serve on Purchaser's Board of Directors. Purchaser has further
agreed that following the Merger, the Stockholders shall be entitled to elect
one (1) member to serve on Purchaser's Board of Directors at each shareholders
meeting called for the purpose of electing directors. Purchaser shall cause
its by-laws to be amended to permit both of these actions.

ARTICLE V

Conversion or Cancellation of
Shares in the Merger

5.1. Conversion or Cancellation of Shares. The manner of converting or
cancelling shares of the Company and EVRO Subsidiary in the Merger shall be as
follows:

(a) The Purchaser shall authorize a Series H convertible
preferred stock which preferred stock shall be convertible into common stock
upon the Purchaser increasing its authorized common stock from Two Million Five
Hundred Thousand (2,500,000) shares to Thirty-Five Million (35,000,000) shares.
Upon conversion, the preferred stock shall be convertible into Eight Million
Dollars ($8,000,000.00) worth of Purchaser's restricted common stock. The
Series H convertible preferred stock shall be authorized by Purchaser's Board
of Directors and delivered to the Escrow Agent within five (5) business days
following the execution of this Agreement. At the Effective Time, the
Purchaser's restricted common stock shall be registered under the Act of 1933
as amended, and shall be exchanged for the common stock of the Company on a pro
rata basis except for those shares of Company's common stock ("Shares") which
are held by stockholders of the Company not electing to exchange their Shares
for shares of Purchaser ("Dissenting Stockholders") who shall have exercise
appraisal rights pursuant to Sections 607.1301, 607.1302 and 607.1320 of the
FCL, or Section 8-262 of the DCL, as the case may be, by virtue of the Merger
("Merger Share Consideration"). All such Shares, by virtue of the Merger and
without any action on the part of the holders thereof, shall no longer be
outstanding and shall be cancelled and retired and shall cease to exist, and
each holder of a certificate representing any such Shares shall thereafter
cease to have any rights with respect to such Shares, except the right, if any,
to receive payment from the Surviving Corporation of the "fair value" of such
Shares as determined in accordance with Sections 607.1301, 607.1302 and
607.1320 of the FCL, or Section 8-262 of the DCL, as the case may be.

(b) At the Effective Time, each share issued and held in
the Company's treasury at the Effective Time, shall, by virtue of the Merger
and without any action on the part of the holder thereof, cease to be
outstanding, shall be cancelled and retired without payment of any
consideration

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<PAGE> 6

therefor and shall cease to exist.

(c) Within three (3) business days of the execution of this
Agreement by David A. Post, Chairman, for the Company and Daniel M. Boyar,
President and CEO, for Evro Corporation and Evro Network, Inc., ("Escrow
Closing"), Purchaser shall deposit with a mutually agreed-upon Escrow Agent an
initial cash payment of Six Hundred Thousand Dollars ($600,000.00) and an
interest-bearing Promissory Note bearing simple interest at the rate of eight
percent (8%) per annum which is due and payable six (6) months from the date
this Agreement is executed in the amount of Four Hundred Thousand Dollars
($400,000.00).

(d) For the purposes of subparagraph 5.1(a) above, the
Purchaser's restricted common stock shall be valued at its average market price
for the five (5) business days immediately prior to the execution of this
Agreement.

5.2. Dissenters' Rights. If any Dissenting Stockholder shall demand to
be paid the "fair value" of such holder's Shares, as provided in Sections
607.1301, 607.1302 and 607.1320 of the FCL, or Section 8-262 of the DCL, as the
case may be, the Company shall give EVRO Subsidiary notice thereof and EVRO
Subsidiary shall have the right to participate in all negotiations and
proceedings with respect to any such demands. Neither the Company nor the
Surviving Corporation shall, except with the prior written consent of EVRO
Subsidiary, voluntarily make any payment with respect to, or settle or offer to
settle, any such demand for payment. If any Dissenting Stockholder shall fail
to perfect or shall have effectively withdrawn or lost the right to dissent,
the Shares held by such Dissenting Stockholder shall thereupon be treated as
though such Shares had been converted into the Merger Consideration pursuant to
Section 5.1.

5.3. Transfer of Shares After the Effective Time. No transfers of
Shares shall be made on the stock transfer books of the Company at or after the
Effective Time.

ARTICLE VI

Representations and Warranties

6.1. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser and EVRO Subsidiary that:

(a) Corporate Organization and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under
the laws of Delaware, its respective jurisdiction of incorporation, and is in
good standing as a foreign corporation in each jurisdiction where the
properties owned, leased or operated, or the business conducted, by it require
such qualification. The Company has the requisite corporate power and
authority to carry on its respective business as it is now being conducted.
The Company has made available to the Purchaser a complete and correct

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<PAGE> 7

copy of the Certificate and By-Laws of the Company as amended to date. The
Company's Certificate and By-Laws of the Company so delivered are in full force
and effect. The Company has one subsidiary, Channel America LPTV License
Subsidiary, Inc.

(b) Authorized Capital. The authorized capital stock of
the Company consists of One Hundred Million (100,000,000) shares of Common
Stock, of which Three Million Four Hundred Eleven Thousand Nine Hundred Sixty
(3,411,960) shares are outstanding before the conversion of the notes payable
and preferred stock into the Company's common stock and One Million (1,000,000)
shares of Preferred Stock of which One Hundred Thirty-Six Thousand Two Hundred
Sixty-Two (136,262) shares are outstanding prior to conversion of the preferred
stock into the Company's common stock. All of the outstanding shares of common
and preferred have been duly authorized and are validly issued, fully paid and
nonassessable. Except as set forth in Schedule 6.1(b), attached hereto and
made a part hereof, there are no shares of capital stock of the Company
authorized, issued, outstanding, or reserved for issuance, and there are no
preemptive rights nor any outstanding subscriptions, options, warrants, rights,
convertible securities or other agreements or commitments of any character
relating to the issued or unissued capital stock or other securities of the
Company.

(C) Corporate Authority. The Company has the requisite
corporate power and authority and has taken all corporate action necessary in
order to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms.

(d) Governmental Filings; No Violations.

(i) As of the Effective Time, no notices, reports or
other filings ("Regulatory Filings") except for FCC approval for the Company's
station licenses will be required to be made by the Company with, nor are any
consents, registrations, approvals, permits or authorizations required to be
obtained by the Company from, any governmental or regulatory authorities of the
United States, any of the several States or any foreign jurisdiction in
connection with the execution and delivery of this Agreement by the Company and
the consummation by the Company of the transactions contemplated hereby, the
failure to make or obtain any or all of which would have a material adverse
effect on the properties, financial condition or results of operations of the
Company and its subsidiaries taken as a whole.

(ii) The execution and delivery of this Agreement by
the Company does not, and the consummation by the Company of the transactions
contemplated by this Agreement will not, constitute or result in a breach or
violation of, or a default under, the Certificate or By-Laws of the Company.

(iii) The execution and delivery of the Agreement by
the Company will not to the best of the Company's knowledge and belief
constitute or result in a breach or violation of, or a default under, the
acceleration of or the creation of a lien, pledge, security interest or other

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encumbrance on assets (with or without the giving of notice or the lapse of
time) pursuant to, any provision of any material agreement, lease, contract,
note, mortgage, indenture, arrangement or other material obligation
("Contracts") of the Company or any law, rule, ordinance or regulation or
judgment, decree, order, award or governmental or non-governmental permit or
license to which the Company is subject.

(e) Financial Statements. The financial statements of the
Company for the fiscal year ended December 31, 1994 (the "Financial
Statements"), copies of which have heretofore been delivered by the Company to
the Purchaser have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved and present fairly in all material respects the financial position of
the Company as at the dates thereof and the results of its operations and its
cash flows for the periods indicated. As of June 30, 1995, the Company had no
liabilities, obligations or indebtedness whether absolute, accrued, contingent
or otherwise) material to the Company taken as a whole, of a nature required by
generally accepted accounting principles to be reflected on a balance sheet of
the Company which were not reflected on the balance sheet dated December 31,
1994, included in the Financial Statements.

(f) Absence of Certain Changes. Since December 31, 1994,
the Company has conducted its respective business only in, and has not engaged
in any material transaction other than according to, the ordinary and usual
course of business and there has not occurred (I) any event which is likely to
result in an adverse change in the properties, financial condition or results
of operations of the Company taken as a whole; (ii) any declaration, setting
aside or payment of any dividend or other distribution with respect to the
capital stock of the Company; or (iii) any change by the Company in material
accounting principles, practices or methods.

(g) Litigation and Liabilities. There are no (I) actions,
suits or knowledge of proceedings pending or, to the knowledge of the
management of the Company, threatened against the Company, except for those set
forth in Schedule 6.1(g), attached hereto and made a part hereof, or (ii)
obligations or liabilities, whether or not accrued, contingent or otherwise, or
any facts or circumstances of which the Company is aware, including, without
limitation, those relating to environmental and occupational safety and health
matters, that are reasonably likely to result in any liabilities of the Company
or any of its subsidiaries that, alone or in the aggregate, would have a
material adverse effect on the properties, financial condition or results of
operations of the Company taken as a whole.

(h) Employee Benefits. The Company does not now have and
never has had any qualified or non-qualified employee pension or
profit-sharing plans. The Company has a stock bonus and stock option plan;
however, no grants, stock or options are outstanding.

(I) Brokers and Finders. Neither the Company nor any of
its officers, directors or employees nor any of the Stockholders has employed
any broker or finder or incurred any liability for any brokerage fees,
commissions or finders, fees in connection with the transactions contemplated

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herein, except for Jefferies & Company, Inc., which is owed a minimum fee of
One Hundred Fifty Thousand Dollars ($150,000.00) which is due and payable by
the Escrow Agent on behalf of the Company out of the escrowed funds at Closing.

(j) Leases. Each material lease of real or personal
property of the Company is in full force and effect and the Company knows of no
default which would give rise to a right of termination in respect of such
lease. No consent of any lessor under any lease of real or personal property
or any owner of property which is the subject of any leases is required for the
consummation of this Agreement.

(k) Title to Assets. To the best of the Company's
knowledge and belief, all of the assets of the Company which are reflected in
the financial statements referred to in Section 6(e) or which have been
acquired since that date are owned free and clear of any mortgages, deeds of
trust, pledges, liens, security interests, conditional and installment sale
agreements, encumbrances, leases, subleases, charges or other claims of third
parties of any kind (collectively, the "Liens"), other than Liens identified in
Schedule 6(k), Liens for current taxes and assessments not yet due and payable
and other Liens consisting of utility and similar ordinary-course easements
that do not detract from the value or interfere with the use of the property to
which they attach.

(l) Condition of Assets. The assets which are necessary to
operate the Company's business as currently conducted by the Company are in
good condition, order and repair, taking into account their current use and
age, ordinary wear and tear and normal maintenance.

(m) Certain Contracts and Commitments. The parties
acknowledge that a fee of One Hundred Fifty Thousand Dollars ($150,000.00)
shall be paid to David A. Post by the Escrow Agent on behalf of the Company out
of the escrowed funds at the Closing. In addition, Schedule 6(m) hereto sets
forth a true and complete list of all other agreements, contracts or
commitments which are material to the business, operations or financial
condition of the Company or which requires payment of more than $10,000.00 in
any year or $50,000.00 in the aggregate or which has a remaining term of more
than three (3) months:

A true and complete copy of each of such agreements, contracts
and commitments has been delivered to Purchaser by the Company. There has not
occurred any material breach or default under any thereof on the part of any
party thereto. There are no material agreements between the Company on the one
hand, and any person or entity (other than the Company), on the other hand,
which is on the date of this Agreement (or was at any time prior hereto) an
affiliate of the Company.

(n) Labor Relations. The Company is not a party to any
collective bargaining agreement with its employees.

The Company is not engaged in any unfair labor practice; there
is no unfair labor practice complaint against the Company pending before the
National Labor Relations Board or any

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<PAGE> 10

other labor grievance board, body or tribunal; there is no labor strike,
slowdown or stoppage pending or, to the best knowledge of the Company,
threatened against or affecting the Company; no representation question exists
respecting the employees of the Company; no material grievance nor any
arbitration proceeding arising out of or under collective bargaining agreements
is pending; and the Company has not experienced any work stoppage or other
material labor difficulty during the past three (3) years.

(o) Personal Property. Schedule 6(o) attached hereto sets
forth a list, including the location thereof of all vehicles, furniture,
machinery, equipment, fixtures and other tangible personal property owned by
the Company and used in the operations of the Company.

Schedule 6(o) contains (I) an accurate description of the
material items of intangible personal property owned by, licensed to or by or
used in the business of, the Company, including, but not limited to, trade
names, trademarks, service marks, copyrights and registrations and applications
for any of the foregoing (collectively "Intangible Personal Property"), and
(ii) a true and complete list of all material licenses or similar agreements or
arrangements to which the Company is a party either as licensee or licensor for
any such item of Intangible Personal Property.

Schedule 6(o) hereto sets forth a true and complete listing of
each other license and permit held by the Company and which is material to the
operation of the business of the Company.

(p) Ability to Conduct Business. The Company is not
subject to or bound by any judgment, order, writ, injunction or decree of any
court or of any governmental authority or of any arbitration which, after the
Closing Date, would prevent the use by the EVRO Subsidiary of assets or rights
of any nature material to the operations of the Company, or impair the conduct
by the EVRO Subsidiary of the business of the Company, in each case in
accordance with present practices.

(q) Powers of Attorney; Guaranties. The Company has no
general or special powers of attorney outstanding (whether as grantor or nor
grantee thereof) nor any obligation or liability as guarantor, surety,
co-signer, endorser, co-maker, indemnitor or otherwise in respect of the
obligation of any person, corporation, partnership, joint venture, association,
organization or other entity (other than any subsidiary of the Company), except
as endorser or maker of checks or letters of credit, respectively, endorsed or
made in the ordinary course of business and except for powers of attorney or
such other obligations and liabilities that will cease, terminate or expire at
or prior to the Closing.

(r) Severance and Termination Agreements, Etc. The Company
is not a party to any agreement providing for severance or termination,
payments, or payments in connection with any change in control of the Company,
or any employment agreement with, any employee, officer or director of the
Company, with the exception of David Post and Allen Christopher.

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(s) Insurance. Schedule 6(s) hereof consists of a list of
all material policies of fire, liability, worker's compensation, vehicular and
other forms of insurance owned or held by the Company. All such policies are
in full force and effect.

(t) Accuracy of Information. Each schedule and certificate
furnished hereunder is true, correct and complete in all material respects. No
statement, representation or warranty by the Company in this Agreement or in
any document, certificate or schedule furnished by the Company to Purchaser
prior to the date hereof contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements or facts
contained herein or therein not misleading.

6.2. Representations and Warranties of EVRO Subsidiary and/or
Purchaser. EVRO Subsidiary and Purchaser each represents and warrants to the
Company that:

(a) Corporate Organization and Qualification. Each of
Purchaser and EVRO Subsidiary are corporations duly organized, validly existing
and in good standing under the laws of Florida, their respective jurisdiction
of incorporation and are in good standing as foreign corporations in each
jurisdiction where the properties owned, leased or operated, or the business
conducted, by them require such qualification except for such failure, which
when taken together with all other such failures, would not have a material
adverse effect on the properties, financial condition or results of operations
of either Purchaser or EVRO Subsidiary and its subsidiaries taken as a whole.

(b) Authorized Capital and Balance Sheet. The authorized
capital stock and unaudited balance sheet as of March 31, 1995 of the Purchaser
are, to the best of the Purchaser's knowledge and belief, accurately reflected
on the 10 QSB which was filed with the SEC and is attached hereto and made a
part hereof as Schedule 6.2(b).

(c) Corporate Authority. The Purchaser and EVRO Subsidiary
have the requisite corporate power and authority and as of the Effective Time
will have taken all corporate action necessary in order to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. This
Agreement is a valid and binding agreement of each of Purchaser and EVRO
Subsidiary, enforceable against it in accordance with its terms.

(d) Governmental Filings; No Violations.

(I) As of the Effective Time, no notices, reports or
other filings will be required to be made by Purchaser or EVRO Subsidiary with,
nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by Purchaser or EVRO Subsidiary from, any governmental
or regulatory authorities of the United States, the several States or any
foreign jurisdiction in connection with the execution and delivery of this
Agreement by Purchaser and EVRO Subsidiary and the consummation of the
transactions contemplated hereby by Purchaser and EVRO Subsidiary, the failure
to make or obtain any or all or which could prevent, materially delay or

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materially burden the transactions contemplated by this Agreement.

(ii) To the best of their knowledge and belief, the
execution and delivery of this Agreement by Purchaser and EVRO Subsidiary does
not, and the consummation of the transactions contemplated hereby by Purchaser
and EVRO Subsidiary will not, constitute or result in (A) a breach or violation
of, or a default under, the Certificate of Incorporation or By-Laws of
Purchaser or EVRO Subsidiary or (B) a breach or violation of, a default under,
the acceleration of or the creation of a lien, pledge, security interest or
other encumbrance on assets (with or without the giving of notice or the lapse
of time) pursuant to, any provision of any Contract of Purchaser or EVRO
Subsidiary or any law, ordinance, rule or regulation or judgment, decree,
order, award or governmental or non-governmental permit or license to which
Purchaser or EVRO Subsidiary is subject, except, in the case of this clause
(ii), for such breaches, violations, defaults or accelerations that, alone or
in the aggregate, could not prevent or materially delay the transactions
contemplated by this Agreement.

(e) Brokers and Finders. Neither the Purchaser, EVRO
Subsidiary nor any of their officers, directors or employees has employed any
broker or finder or incurred any liability for any brokerage fees, commissions
or finders fees in connection with the transactions contemplated herein.

(f) Accuracy of Information. Each schedule and certificate
furnished hereunder is true, correct and complete in all material respects. No
statement, representation or warranty by the Purchaser or EVRO Subsidiary in
this Agreement or in any document, certificate or schedule furnished by the
Purchaser or EVRO Subsidiary to the Company prior to the date hereof contains
any untrue statement of a material fact, or omits to state a material fact
necessary to make the statements or facts contained herein or therein not
misleading.

ARTICLE VII

Covenants

7.1. Interim Operations of the Company. The Company covenants and
agrees that, prior to the Effective Time (unless the EVRO Subsidiary shall
otherwise agree in writing and except as otherwise contemplated by this
Agreement):

(a) The Board of Directors of the Company shall recommend
to its shareholders the approval of the Merger.

(b) The business of the Company shall be conducted only in
the ordinary and usual course and consistent with past practice.

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owned by it in any of its subsidiaries; (ii) amend its Certificate or By-Laws
or, except as contemplated by this Agreement; (iii) split, combine or
reclassify the outstanding Shares; or (iv) declare, set aside or pay any
dividend payable in cash, stock or property with respect to the Shares;

(d) The Company shall not (I) except as provided for in
subsection 8.1(c), issue, sell, pledge, dispose of or encumber any additional
shares of, or securities convertible or exchangeable for, or options, warrants,
calls, commitments or rights of any kind to acquire any shares, of capital
stock of any class of the Company or its subsidiaries or any other property or
assets; (ii) transfer, lease, license, sell, mortgage, pledge, dispose of or
encumber any assets or incur or modify any indebtedness or other liability
other than in the ordinary and usual course of business; (iii) acquire directly
or indirectly by redemption or otherwise any shares of the capital stock of the
Company; or (iv), except for capital expenditures already budgeted and
authorized by the Board of Directors, the Company shall not make any
acquisition of, or investment in, assets, notes or stock of any other person,
other than investments of the Company's surplus cash in the usual and ordinary
course of business in short-term money market investments such as prime
commercial paper, insured certificates of deposit and U.S. Treasury securities;

(e) The Company shall not grant any severance or
termination pay to, or enter into any employment or severance agreement or any
change-of-control agreement with any director, officer or other employee of the
Company, except for the current agreements between (1) the Company and David
Post, and (2) the Company and Allen Christopher; and the Company shall not
establish, adopt, enter into, make any new grants or awards under or amend, any
collective bargaining, bonus, profit sharing, thrift, compensation, stock
option, restricted stock, pension, retirement, deferred compensation,
employment, termination, severance or other plan, agreement, trust, fund,
policy or arrangement for the benefit of any directors, officers or employees;

(f) The Company shall not settle or compromise any material
claims or litigation or, except in the ordinary and usual course of business,
modify, amend or terminate any of its material contracts or waive, release or
assign any material rights or claims or prepay any outstanding indebtedness;

(g) The Company shall not make any tax election or permit
any insurance policy naming it as a beneficiary or a loss payable payee to be
cancelled or terminated without notice to EVRO Subsidiary, except in the
ordinary and usual course of business;

(h) The Company will not enter into an agreement to do any
of the foregoing; and

(I) The Company shall not incur, assume or guarantee any
indebtedness for borrowed money or enter into any lease obligation except in
the ordinary and usual course of business.

7.2. Board of Directors of the Purchaser. The Board of Directors of
the Purchaser shall

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<PAGE> 14

recommend to its shareholders the approval of the Merger.

7.3. Meetings of the Company's and Purchaser's Stockholders. The
Company and Purchaser will take all action necessary in accordance with
applicable law and their respective Certificates and By-Laws to convene
meetings of their shareholders as promptly as practicable to consider and vote
upon the approval of this Agreement and the Merger. The Board of Directors of
the Company and Purchaser shall recommend such approval and the Company and
Purchaser shall take all lawful action to solicit such approval. At any such
meeting of the Company, all of the Shares then owned by the Stockholders will
be voted in favor of the Merger and each Stockholder will use his best efforts
lawfully to cause all Shares owned by his affiliates and members of his
immediate family to be voted in favor of the Merger. Any proxy or information
statement issued by the Company and Purchaser with respect to such meeting of
shareholders, at the date thereof and at the date of such meeting, will not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

7.4. Filings; Other Action. Subject to the terms and conditions herein
provided, the Company, the Purchaser and EVRO Subsidiary shall: (a) promptly
make any required Regulatory Filings with respect to the Merger; and (b) use
their respective best efforts to promptly take, or cause to be taken, all other
action and do, or cause to be done, all other things necessary, proper or
appropriate under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement as soon as
practicable.

7.5. Access. Upon reasonable notice, the Company shall afford the
Purchaser's officers, employees, counsel, accountants and other authorized
representatives ("Representatives") access, during normal business hours
throughout the period prior to the Effective Time, to its properties, books and
records and, during such period, the Company shall furnish promptly to the
Purchaser all information concerning its business, properties, financial
affairs and personnel as the Purchaser may reasonably request, provided that no
investigation pursuant to this Section 7.4 shall affect or be deemed to modify
any representation or warranty made by the Company. the Purchaser will not,
and will cause its Representatives not to, use any information obtained
pursuant to this Section 7.4 for any purpose unrelated to the consummation of
the transactions contemplated by this Agreement. Subject to the requirements
of law, pending consummation of the transactions herein contemplated, the
Purchaser will keep confidential, and will cause its Representatives to keep
confidential, all information and documents obtained pursuant to this Section
7.4 unless such information (I) was already known to the Purchaser prior to its
execution of this Agreement with the Company, (ii) is or becomes generally
available to the public other than as a result of disclosure by Purchaser, EVRO
Subsidiary or its Representatives. Upon any termination of this Agreement,
Purchaser and EVRO Subsidiary will, and will cause its Representatives to,
collect and deliver to the Company, or destroy, all documents obtained by it or
any of its Representatives then in their possession and any copies thereof.

14
<PAGE> 15

7.6. Notification of Certain Matters. The Company shall give prompt
notice to the Purchaser of: (a) any notice of, or other communication relating
to, a default or event that, with notice or lapse of time or both, would become
a default, received by the Company or any of its subsidiaries subsequent to the
date of this Agreement and prior to the Effective Time, under any contract
material to the properties, financial condition or results of operations of the
Company or any subsidiary to which the Company or any of its subsidiaries is a
party and (b) any material adverse change in the financial condition or results
of operations of the Company or any subsidiary. The Company shall give prompt
notice to the Purchaser of any notice or other communication from any third
party alleging that the consent of such third party is or may be required in
connection with the transactions contemplated by this Agreement.

7.7. Publicity. The initial press release shall be a joint press
release; thereafter and prior to the Closing, the Company and the Purchaser
shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and in
making any filings with any federal or state governmental or regulatory agency
or with any national securities exchange with respect thereto. On and after
the Closing Date, no press release or public statement shall be made with
respect to the transactions contemplated hereby except by the Purchaser or with
the prior approval of the Purchaser.

7.8. No Solicitation. The Company shall not, nor shall it direct,
authorize, suffer or permit any of its officers, directors, employees,
representatives, agents or affiliates, directly or indirectly, to solicit,
initiate or, except as is required in the exercise of the fiduciary duties of
the Company's directors as advised by counsel, continue, or participate in any
way in, discussions or negotiations with, or knowingly provide any information
to, any corporation, partnership, person or other entity or group (other than
the Purchaser or any affiliate or associate of the Purchaser) concerning any
merger, sale of material assets, sale of shares of capital stock or similar
transactions involving the Company or any subsidiary of the Company. The
Company will promptly communicate to the Purchaser the terms of any proposal or
inquiry which it may receive in respect of any such transaction, or of any such
information requested from it or of any such negotiations, inquiry, contact or
discussions initiated with the Company. The Company will promptly request the
return of any confidential information with respect to the Company furnished to
any person pursuant to any confidentiality agreement which provides for the
return of such information at the request of the Company and will take
appropriate action to enforce the confidentiality provisions of any such
agreement.

7.9. Termination of Certain Agreements. Each of the Stockholders
agrees that prior to the Effective Time each, if any, of the employment
agreements to which they are a party shall, subject to the terms and conditions
of this subsection, be terminated and such Stockholder shall have no further
obligations or rights thereunder, and the Company agrees on its behalf that
prior to the earlier of the Closing or the termination of this Agreement, the
Company will take no action pursuant to such agreements which is inconsistent
with the transactions contemplated by this Agreement. Each Stockholder, and
the Company, agrees to execute any additional documentation that may be

15
<PAGE> 16

necessary to effectuate the termination of such employment agreements as
contemplated by this Section. Each, if any, Stockholder's agreement to
terminate his or her employment agreement with the Company is contingent upon a
new mutually agreed-upon employment agreement being executed by and between
such Stockholder and the EVRO Subsidiary prior to the Effective Time.

ARTICLE VIII

Conditions

8.1. Conditions to Obligations of the Purchaser and/or EVRO Subsidiary.
The obligations of the Purchaser and/or EVRO Subsidiary to consummate the
Merger are subject to the fulfillment of each of the following conditions, any
or all of which may be waived in whole or in part by the Purchaser and/or EVRO
Subsidiary to the extent permitted by applicable law:

(a) Stockholder Approval. This Agreement shall have been
duly approved by the holders of at least ninety percent (90%) of the common
stock of the Company, in accordance with applicable law and the Certificate and
By- Laws of the Company;

(b) Representations and Warranties. The representations
and warranties of the Company shall be in all respects true, accurate and
complete and the Purchaser shall have received certificates to that effect for
each of them;

(c) Conversion of Notes Payable and Preferred Stock. At
least ninety percent (90%) of the Company's notes payable have been converted
into shares of the Company's common stock prior to Closing. If at the time of
Closing an aggregate of ninety percent (90%) of the Company's notes payable
have not been converted into shares of the Company's common stock prior to
Closing, then this Agreement shall, in the sole discretion of Purchaser, become
null and void, the cash payments made by Purchaser to the Escrow Agent,
pursuant to Sections 5.1(C) and (d) of this Agreement, shall be returned to
Purchaser, and the Company shall be solely responsible for any and all sums due
and payable to Jefferies & Company, Inc., and David A. Post.

(d) Governmental and Regulatory Consents. All regulatory
filings and other filings required to be made prior to the Effective Time by
the Company with, and all consents, approvals and authorizations required to be
obtained prior to the Effective Time by the Company from, governmental and
regulatory authorities in connection with the execution and delivery of this
Agreement by the Company and the consummation of the transactions contemplated
hereby by the Company and the Purchaser and/or EVRO Subsidiary shall have been
made or obtained (as the case may be);

(e) Litigation. No United States or state court or
governmental or regulatory authority of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any

16
<PAGE> 17

statute, rule, regulation, judgment, decree, injunction or other order (whether
temporary, preliminary or permanent) which is in effect and prohibits
consummation of the transactions contemplated by this Agreement (collectively,
an "Order") and no litigation shall have been commenced seeking to enjoin the
consummation of this Agreement or the effectiveness of the Merger; and

(f) No Default. The Company and the Stockholders shall
have performed or complied in all material respects with all covenants required
by this Agreement to be performed by it on or prior to the Closing except as
otherwise agreed to by the Purchaser and/or EVRO Subsidiary in writing.

8.2. Conditions to Obligations of the Company. The obligations of the
Company to consummate the Merger are subject to the fulfillment of each of the
following conditions, any or all of which may be waived in whole or in part by
the Company to the extent permitted by applicable law:

(a) Stockholder Approval. This Agreement shall have been
duly approved by the stockholders of Purchaser in accordance with applicable
law and the Certificate and By-Laws of the Company;

(b) Governmental and Regulatory Consents. All regulatory
filings and other filings required to be made prior to the Effective Time by
the Purchaser and/or EVRO Subsidiary with, and all consents, approvals, permits
and authorizations required to be obtained prior to the Effective Time by the
Purchaser and/or EVRO Subsidiary from governmental and regulatory authorities
in connection with the execution and delivery of this Agreement by the
Purchaser and/or EVRO Subsidiary and the consummation of the transactions
contemplated hereby by the Purchaser and/or EVRO Subsidiary and the Company
shall have been made or obtained (as the case may be);

(C) Order. No litigation shall have been commenced seeking
to enjoin the consummation of this Agreement or the effectiveness of the
Merger.

(d) Representations and Warranties. The representations
and warranties of the Purchaser and/or EVRO Subsidiary shall be true and
correct in all material respects as of the date made and as of the Effective
Time.

ARTICLE IX

Termination

9.1. Termination by Mutual Consent. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time, before
or after the approval by holders of Shares, by the mutual consent of the
Purchaser and the Company, by action of their respective Boards

17
<PAGE> 18

of Directors.

9.2. Termination by Either EVRO Subsidiary or the Company. This
Agreement may be terminated and the Merger may be abandoned by action of the
Board of Directors of either EVRO Subsidiary or the Company if the Merger shall
not have been consummated by December 31, 1995; provided, however, that the
right to terminate this Agreement under this Section 9.2 shall not be available
to any party whose failure to fulfill any obligations under this Agreement has
been the cause of, or resulted in, the failure of the Merger to occur on or
before such date.

9.3. Termination by EVRO Subsidiary. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time, before
or after the approval by holders of Shares, by action of the Board of Directors
of EVRO Subsidiary, if (I) the Company or any Stockholder shall have failed to
comply in any material respect with any of the covenants or agreements
contained in this Agreement to be complied with or performed by the Company and
the Stockholders at or prior to such date of termination, or (ii) if any court
of competent jurisdiction in the United States shall have issued an order,
decree or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the Merger and such order, decree, ruling or other action shall
have become final and non-appealable, or if any statute, rule or regulation is
enacted, promulgated or deemed applicable which makes the consummation of the
transactions contemplated by this Agreement illegal.

9.4. Termination by the Company. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or
after the approval by holders of Shares by action of the Board of Directors of
the Company, if (I) EVRO Subsidiary shall have failed to comply in any material
respect with any of the covenants or agreements contained in this Agreement to
be complied with or performed by EVRO Subsidiary at or prior to such date of
termination or (ii) there shall exist the circumstances described in Section
9.3(ii).

9.5. Effect of Termination and Abandonment. In the event of
termination of this Agreement and abandonment of the Merger pursuant to this
Article IX, no party hereto (or any of its directors or officers) shall have
any liability or further obligation to any other party to this Agreement,
except as provided in Section 10.2 and Section 10.1 and except that nothing
herein will relieve any party from liability for any breach of this Agreement.

9.6. Expense Payment. In the event of termination of this Agreement or
abandonment of the Merger pursuant to this Article IX, each party to this
Agreement shall bear his or its own expenses relating to or arising out of this
Agreement.

9.7. Extension; Waiver. At any time prior to the Closing, the Company
and EVRO Subsidiary may (I) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein of the
other party or in any document, certificate or writing delivered pursuant
hereto or (iii) waive compliance

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<PAGE> 19

by the other party with any of the agreements or conditions contained herein.
Any agreement on the part of any party to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party.

ARTICLE X

Tax Matters

10.1. Definitions. The term "Taxes", as used in this Agreement, shall
mean all federal, state, local or foreign taxes, assessments, interest,
penalties or deficiencies, duties, fees and other governmental charges or
impositions of each and every kind whether assessed against or measured by
properties, occupation, assets, wages, purchases, transfers, payments, sales,
use, gross receipts, value added, business, capital stock, surplus, income,
franchise, license, accumulations or otherwise in each case whether disputed or
not, including any such liability, however measured, of any member or former
member of a consolidated or combined group of which the Company or any of its
subsidiaries is or was a member.

10.2. Tax Representations. The Company hereby represents and warrants
to Purchaser and EVRO Subsidiary that except for the items listed on Schedule
10.2, attached hereto and made a part hereof, that:

(a) The Company and any corporation with regard to which
the Company is a successor in interest and every other entity included in a
federal, state or local consolidated or combined income tax return filed by or
otherwise including the Company has duly and timely filed, or, with respect to
such returns due to be filed after the date hereof, will duly and timely file,
with the appropriate government agencies or authorities, all returns and
reports of each and every kind relating to Taxes required to be filed (the "Tax
Returns"), and all Tax Returns are true, correct and complete in all respects.

(b) All Taxes of the Company have either been (I) properly
and fully paid to the extent due and payable, or (ii) adequately reserved (in
accordance with generally accepted accounting principles applied on a basis
consistent with that of prior years) for any and all periods. The Company has
not requested any extension of time within which to pay any Taxes or file any
Tax Return except to the extent that such Taxes have since been paid or such
Tax Return has since been filed. There is no agreement, waiver or consent
providing for an extension of time with respect to the assessment of any Tax or
deficiency against the Company and no power of attorney granted by the Company
with respect to any Tax matter is currently in force. There is no claim or
deficiency for any Taxes which has been threatened or asserted against the
Company.

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<PAGE> 20

10.3. Certain Representations of Purchaser and EVRO Subsidiary.
Purchaser and EVRO Subsidiary each represents and warrants to the Company that:

(a) Following the Merger, Purchaser will be in control of
EVRO Subsidiary within the meaning of Section 368(C) of the Internal Revenue
Code of 1986, as amended.

(b) Following the Merger, EVRO Subsidiary will not issue
additional shares of its stock that would result in Purchaser losing control of
EVRO Subsidiary within the meaning of Section 368(C) of the Code.

(c) Purchaser has no plan or intention to liquidate EVRO
Subsidiary; to sell or otherwise dispose of the stock of EVRO Subsidiary; or to
cause EVRO Subsidiary to sell or otherwise dispose of any of the assets of the
Company acquired in the Merger, except for the dispositions made in the
ordinary course of business or transfers described in Section 368(a)(2)(C) of
the Code.

(d) Following the Merger, EVRO Subsidiary and Purchaser
will continue the historic business of the Company or use a significant portion
of the Company's business assets in a business.

(e) Notwithstanding anything to the contrary contained
herein, EVRO Subsidiary and the Purchaser shall have the right to utilize the
Company's trademarks, logos and other similar assets, and immediately following
Closing it is EVRO Subsidiary's intention to change its name to CHANNEL AMERICA
TELEVISION NETWORK, INC.

ARTICLE XI

Miscellaneous and General

11.1. Payment of Expenses. Whether or not the Merger shall be
consummated, each party hereto shall pay its own expenses incident to preparing
for, entering into and carrying out this Agreement and the consummation of the
Merger.

11.2. Modification or Amendment. Subject to the applicable provisions
of the FCL, at any time prior to the Effective Time, the parties hereto may
modify or amend this Agreement, by written agreement executed and delivered by
duly authorized officers of the respective parties.

11.3. Waiver of Conditions. The conditions to each of the parties'
obligations to consummate

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<PAGE> 21

the Merger are for the sole benefit of the other party and may be waived only
by such other party.

11.4. Counterparts. For the convenience of the parties hereto, this
Agreement may be executed by facsimile signature and in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.

11.5. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

11.6. Notices. Any notice, request, instruction or other document to
be given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, if to EVRO
Subsidiary, addressed to EVRO Subsidiary c/o Stephen H. Cohen at 90
Presidential Plaza, Syracuse, New York 13202; if to the Company, addressed to
the Company at 397 Post Road, Darien, Connecticut 06820, attention: Mr. David
A. Post; or to such other persons or addresses as may be designated in writing
by the party to receive such notice.

11.7. Entire Agreement; Assignment. This Agreement together with the
schedules, the Stock Purchase Agreement dated the 13th day of July, 1995, and
the Escrow Agreement dated the 13th day of July, 1995 (I) constitutes the
entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties both written and oral, among the parties, with
respect to the subject matter hereof, and (ii) shall not be assignable by
operation of law or otherwise and is not intended to create any obligations to,
or rights in respect of, any persons other than the parties hereof.

11.8. Captions. The Article, Section and paragraph captions herein are
for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

11.9. Indemnification. Purchaser agrees to indemnify and hold harmless
the Stockholders, the Officers, agents and the Board of Directors of Company
from and against any damages, costs, losses, liabilities or expenses suffered
or paid directly or indirectly, as a result of any and all claims, demands,
suits, causes of action, proceedings, judgments and liabilities, including
reasonable counsel fees incurred or sustained by or against any of them with
respect to any matter relating to the Merger which arises after the Effective
Time in connection with the Purchaser, the Company or the EVRO Subsidiary.

11.10. Survival of Indemnity. The obligations to indemnify and hold
harmless pursuant to Section 11.9 shall survive the Effective Time.

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<PAGE> 22

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

EVRO CORPORATION

By: /s/ Daniel M. Boyar
-----------------------------------------------------

EVRO NETWORK, INC.

By: /s/ Daniel M. Boyar
-----------------------------------------------------
Daniel M. Boyar, President and Chief Executive Officer

CHANNEL AMERICA TELEVISION NETWORK, INC.

By: /s/ David A. Post
-----------------------------------------------------
David A. Post, Chairman

/s/David A. Post
-----------------------------------------------------
David A. Post, Key Stockholder

-----------------------------------------------------
Lance Laifer, Key Stockholder

/s/ Donald Kushner
-----------------------------------------------------
Donald Kushner, Key Stockholder

/s/ Burton W. Kanter
-----------------------------------------------------
Burton Kanter, Key Stockholder

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<PAGE> 23

/s/ R. M. Pace
-----------------------------------------------------
Randolph Pace, Key Stockholder

-----------------------------------------------------
Howard White, Key Stockholder

-----------------------------------------------------
Elvin Feltner, Key Stockholder

/s/ Thomas L. Kempner
-----------------------------------------------------
Thomas Kempner, Key Stockholder

23
<PAGE> 24

SCHEDULE I

Lance Laifer - For 1) Wolfson Equities, 2) Hilltop Partners, L.P., 3)
Haussmann Holdings, N.V., 4) Grosvenor Multi- Strategy Fund

Donald Kushner - For The Kushner Locke Company

Burton Kanter - For 1) Burton Kanter, 2) Walnut Capital Corp., 3) Windy City
Communications, 4) Holding Company

Randolph Pace - For 1) Al-Kim Pension Plan, 2) Al-Kim Pension Plan and Trust,
3) Randolph and Judith Pace, 4) KAM Group, Inc., 5) KAM Consulting, 6) Judith
Pace as Custodian for Allison Pace, 6) Judith Pace as Custodian for Kimberly
Pace, 7) Fish Funding

Thomas Kempner - For 1) Thomas L. Kempner & William A. Perlmouth Trustees u/w
Carl M. Loeb Trust f/b/o Margaret L. Kempner Children, 2) Thomas L. Kempner &
William A. Perlmouth Trustees u/w Carl M. Loeb Trust f/b/o Carl L. Kempner, 3)
Thomas L. Kempner & William A. Perlmouth Trustees u/w Carl M. Loeb Trust f/b/o
Thomas H. Kempner, 4) Thomas L. Kempner & William A. Perlmouth Trustees u/w
Carl M. Loeb Trust Alan H. Kempner, Jr., 5) Thomas L. Kempner & William A.
Perlmouth Trustees u/a f/b/o Thomas L. Kempner Children, 6) Thomas L. Kempner &
William A. Perlmouth u/a f/b/o Alan H. Kempner Children, 7) Margaret L.
Kempner, 8) Doris C. Kempner

Howard White - For 1) Howard White, 2) Inversiones Globals, S.A.

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<PAGE> 25

SCHEDULE 6.1(b)

Outstanding Options of the Company:

1. Allen Christopher - (a) 68,238 shares at $.02 per share, no
expiration date; (b) 34,000 shares at $.02
per share upon Senior Debt Holders conversion to equity, no
expiration date.

2. Joseph Carolei - (a) 34,119 shares at $.02 per share, no
expiration date; (b) 17,000 shares at $.02 per
share upon Senior Debt Holders conversion to equity, no
expiration date.

3. Jack Schatz - (a) 5,000 shares at $.02 per share, no expiration
date; (b) 5,000 shares at $.02 per share,
no expiration date.

4. Allison Scott - 7,000 shares at $14.00 per share, expires
January 31, 1996.

Shares Reserved For Issuance:

1. 22,838,040 shares of common stock are reserved for the
conversion of Notes Payable, Preferred Stock and
other debt into common stock.

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<PAGE> 26

EXHIBIT 6.1(g)

1. The Marlin Entertainment Group, Ltd., v. Channel America
Television Network, Inc. f/k/a Channel America LPTV
Holdings, Inc. United States District Court, Southern
District of New York.

2. Avery Scheiner versus Channel America LPTV Holdings.
New York County Supreme Court, Civil Branch.

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<PAGE> 27

SCHEDULE 6(m)

1. Garden Homes Darien Street Limited Partnership and
Channel America, Ltd. - Lease of office space.

2. IDB Communications Group, Inc. and Channel America
LPTV Inc.

3. AT&T Corp. And Channel America Television Network, Inc.

4. Allen Christopher - Employment agreement regarding fees
due upon sale of Company.

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<PAGE> 28

EXHIBIT 6(o)

1. Personal Property:
(a) At 397 Post Road, Darien, CT.: (I) various office
equipment - desks, tables, bookcases, file cabinets, computers
calculators, copy machine, telephone system, etc. (ii) tape
editing equipment, video tape, film and program video tapes,
televisions, satellite receiving dish, etc.

(b) At IDB Communications Facilities, various film and
program video tapes.

(c) Owned Broadcast Station Equipment: (I) Savannah, GA,
questionable condition, damaged; (ii) Lincoln, NE,
questionable condition, damaged; (iii) Huntington, WV,
questionable condition, damaged.

2. Intangible Personal Property - no significant property.

3. Material Licenses or Agreements - FCC granted licenses:

(a) Savannah, GA, Channel 55
(b) Lincoln, NE, Channel 67
(c) Rochester, NY, Channel 40
(d) Syracuse, NY Channel 14
(e) Huntington, WV Channel 55

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<PAGE> 29

EXHIBIT 6(s)

Material insurance policies:
ITT Hartford - Umbrella Liability Policy
ITT Hartford - General Liability Policy
ITT Hartford - Workers Compensation and Employees
Liability Policy
CBIA, Aetna Life Insurance Company - Employees Medical
Coverage

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<PAGE> 30

EXHIBIT 10.2(a)

1990 - Federal Tax Return
New York State Franchise Tax Return
New York City Corporation Tax Return

1991 - Federal Tax Return
New York State Franchise Tax Return
New York City Corporation Tax Return

1992 - Federal Tax Return
New York State Franchise Tax Return
New York City Corporation Tax Return

1993 - Federal Tax Return
New York State Franchise Tax Return
New York City Corporation Tax Return

1994 - Federal Tax Return
New York State Franchise Tax Return
New York City Corporation Tax Return
Connecticut Tax Returns

<PAGE> 1
EXHIBIT 2.4

ESCROW AGREEMENT

THIS AGREEMENT, made and entered into this 13th day of July, 1995, by
and among CHANNEL AMERICA TELEVISION NETWORK, INC., a Delaware corporation
("Company"), having offices located in Darien, Connecticut, EVRO CORPORATION, a
Florida corporation ("Purchaser"), with its principal place of business located
in Tampa, Florida, and SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C., a New
York professional corporation ("Escrow Agent"), with its principal place of
business located in Syracuse, New York, and David A. Post, Lance Laifer, Donald
Kusher, Burton Kanter, Randolph Pace, Howard White, Elvin Feltner and Thomas
Kempner ("Key Stockholders"), individually and/or in their capacities as
representatives of the parties reflected in Schedule I of the Agreement as
defined in Paragraph "1" below.

1. Purposes.

(a) The parties hereto have entered into, or agreed to be
bound by, a certain Agreement entitled the "AGREEMENT AND PLAN OF MERGER"
("Agreement") pursuant to which common stock of Purchaser is ultimately being
exchanged and/or transferred to stockholders of the Company.

(b) Pursuant to the Agreement, the parties have agreed that
the Escrow Agent shall hold in its possession certain "Escrow Items", as that
term is defined herein, until such time as the Escrow Agent in accordance with
the provisions of Paragraph "4" of this Agreement is deemed to be authorized to
deliver the Escrow Items to the appropriate parties.

2. Escrow Agent. The parties hereto hereby appoint and designate
the law firm of SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C., as the Escrow
Agent under this Agreement; and SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN,
P.C., hereby accepts its designation as Escrow Agent hereunder.

3. Deposit of Escrow Documents.

(a) By Purchaser. Purchaser shall, within five (5)
business days following the execution of the Agreement, deposit with the Escrow
Agent for the benefit of the Company, the following documents ("Purchaser
Escrow Items"):

(i) Six Hundred Thousand Dollars ($600,000.00) in
cash plus a $400,000.00 promissory note bearing simple interest at the rate of
eight percent (8%) per annum which is due and payable six (6) months from the
date the Agreement is executed.

(ii) Notwithstanding the provisions of Subparagraph
(i) above, or the Agreement, if the Escrow Agent receives certification from
the Company that an aggregate seventy-

1
<PAGE> 2

five percent (75%) of its noteholders and preferred shareholders, more fully
described in Exhibit "B" of this Escrow Agreement, have agreed to convert their
notes and preferred shares into voting restricted common stock of the Company,
the Escrow Agent is hereby authorized and directed to advance up to Two Hundred
Thousand Dollars ($200,000.00) of the Six Hundred Thousand Dollar ($600,000.00)
cash deposit to Company following the execution of this Escrow Agreement, the
Agreement, and the Stock Purchase Agreement referred to in Paragraph (4) below,
by David A. Post, Chairman, for the Company and Daniel M. Boyar, President and
CEO, for Evro Corporation and Evro Network, Inc. Such advance shall be
evidenced by a Promissory Note bearing simple interest at a rate of eight
percent (8%) per annum which is due and payable by Company upon termination of
this Escrow Agreement, in which event (A) the note shall be treated as a credit
against the payment of the Six Hundred Thousand Dollar ($600,000.00) required
by the Agreement or (B) an amount of cash or other marketable securities in an
amount equal to the principal plus interest shall be returned to the Escrow
Agent.

(iii) ___________ shares of the Purchaser's Series H
convertible preferred stock which upon conversion into the Purchaser's common
stock shall be equal to Eight Million Dollars ($8,000,000.00) worth of the
Purchaser's restricted common stock as required by the Agreement.

(iv) Following shareholder approval of the
transaction contemplated herein, duly authorized and executed Certificates of
Merger for the States of Florida and Delaware, for Company to merge into EVRO
NETWORK, INC., a wholly owned subsidiary of Purchaser.

(b) By Key Stockholders. The Key Stockholders, as defined
in the Agreement, shall within fifteen (15) business days following the
execution of the Agreement, deposit with the Escrow Agent for the benefit of
Purchaser, all of the voting common stock of Company that they own as more
fully described in Exhibit "A" of this Escrow Agreement.

(c) By Company. Company shall, within five (5) business
days following the execution of the Agreement, deposit with the Escrow Agent
for the benefit of Purchaser, the following documents ("Company Escrow Items"):

(i) Certification that an aggregate of seventy-five
percent (75%) of its note holders and preferred shareholders, more fully
described in Exhibit "B" of this Escrow Agreement, have agreed to convert their
notes and preferred shares into voting restricted common stock of Company; and

(ii) Following shareholder approval of the
transaction contemplated herein, duly authorized and executed Certificates of
Merger, for the States of Florida and Delaware, for Company to merge into EVRO
NETWORK, INC., a wholly owned subsidiary of Purchaser.

(d) Subsequent Delivery by Company. Company shall, prior
to escrow being terminated, deliver to the Escrow Agent certification that an
aggregate of ninety percent (90%) of

2
<PAGE> 3

its note holders and preferred shareholders, more fully described in Exhibit
"B" of this Escrow Agreement, have agreed to convert their notes and preferred
shares into voting restricted common stock of the Company.

4. Delivery of Escrow Documents.

(a) The Escrow Agent shall hold Purchaser and Company
Escrow Items in its possession until either (i) it receives written
notification from all parties to the Agreement to deliver Purchaser and Company
Escrow Items to the appropriate parties; or (ii) all of the terms and
conditions of a certain Stock Purchase Agreement by and between Company and
Purchaser, dated the 13th day of July, 1995 have been satisfied.

(b) Notwithstanding anything to the contrary contained
herein, the Escrow Agent is hereby authorized and directed to pay out of the
escrowed cash, at closing of the merger, the minimum fee of One Hundred Fifty
Thousand Dollars ($150,000.00) to Jefferies & Company, Inc. pursuant to
Subparagraph (i) of Article VI of the Agreement and the payment due and payable
to David A. Post from Company of One Hundred Fifty Thousand Dollars
($150,000.00) with the balance of the escrowed funds thereafter to be released
to Company.

5. Liability of Escrow Agent. The Escrow Agent shall be obligated
only for the performance of such duties as are specifically set forth herein
and may rely and shall be protected in acting or retraining from action on any
instrument or signature believed by it to be genuine and to have been signed or
presented by the proper party or Parties duly authorized to do so. The Escrow
Agent shall have no responsibility for the contents of any writing contemplated
herein and may rely without liability upon the contents thereof. The Escrow
Agent shall not be liable for any obligation taken or omitted by it in good
faith and believed by it to be authorized hereby, nor for action taken or
omitted by it in accordance with advice of counsel, and shall not be liable for
any mistake of fact or error of judgment or for any acts or omissions of any
kind unless caused by willful misconduct or gross negligence. Each party
agrees to indemnify the Escrow Agent and hold it harmless against any and all
liabilities incurred by it hereunder as a consequence of such party's action,
and the parties agree jointly to indemnify the Escrow Agent and hold it
harmless against any and all liabilities incurred by it hereunder which are not
a consequence of any party's action, except in either case for the Escrow
Agent's own willful misconduct or gross negligence.

6. Dispute. It is understood and agreed that if any dispute arises
with respect to the delivery of the Escrow Documents, the written notices to be
delivered to the Escrow Agent or the duties of the Escrow Agent hereunder, the
Escrow Agent, at its sole option, is authorized to retain in its possession,
without liability to anyone, all or any part of the Escrow Documents until such
dispute shall have been settled, either by mutual agreement of the parties
concerned (evidenced by appropriate instructions in writing to the Escrow
Agent, signed by all of the parties), or by a final order, decree, or judgment
of a court of competent jurisdiction in the State of New York (the time for
appeal having expired and no appeal being perfected), all costs and expenses of
which shall be

3
<PAGE> 4

paid by the parties, but the Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceeding.

7. Notices. Any notice or other communication required to be given
under this Agreement shall be given in writing and delivered personally, or by
fax, or if by mail, by either certified or registered mail, return receipt
requested, to the parties at their last known mailing addresses. Notice shall
be deemed given if personally served, or if by fax on the date of its actual
receipt and, if given by certified or registered mail, on the date of its
mailing.

8. Benefit. This Agreement shall be binding upon and shall inure
to the benefit of the legal representatives, heirs, assigns and successors of
the respective parties.

9. Modification. This Agreement may not be altered or modified
without the express written consent of the parties.

10. Signatures. This Agreement and any modifications to it may be
executed by the exchange of facsimile signatures, which shall be deemed as
original signatures, and it may be executed in counterparts.

The foregoing is established by the following signatures of the parties.

CHANNEL AMERICA TELEVISION NETWORK, INC.

By: /s/ David A. Post
-----------------------------------------
David A. Post, Chairman

/s/ David A. Post
-----------------------------------------
David A. Post, Key Stockholder

-----------------------------------------
Lance Laifer, Key Stockholder

/s/ Donald Kushner
-----------------------------------------
Donald Kushner, Key Stockholder

4
<PAGE> 5

/s/ Burton W. Kanter
----------------------------------------------------------
Burton Kanter, Key Stockholder

/s/ R. M. Pace
----------------------------------------------------------
Randolph Pace, Key Stockholder

----------------------------------------------------------
Howard White, Key Stockholder

----------------------------------------------------------
Elvin Feltner, Key Stockholder

/s/ Thomas L. Kempner
----------------------------------------------------------
Thomas Kempner, Key Stockholder

EVRO CORPORATION

By: /s/Daniel M. Boyar
------------------------------------------------------
Daniel M. Boyar, President and Chief Executive Officer

SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C.

------------------------------------------------------
By: /s/Stephen H. Cohen

5
<PAGE> 6

SCHEDULE I

Lance Laifer - For 1) Wolfson Equities, 2) Hilltop Partners, L.P., 3) Haussmann
Holdings, N.V., 4) Grosvenor Multi- Strategy Fund

Donald Kushner - For The Kushner Locke Company

Burton Kanter - For 1) Burton Kanter, 2) Walnut Capital Corp., 3) Windy City
Communications, 4) Holding Company

Randolph Pace - For 1) Al-Kim Pension Plan, 2) Al-Kim Pension Plan and Trust,
3) Randolph and Judith Pace, 4) KAM Group, Inc., 5) KAM Consulting, 6) Judish
Pace as Custodian for Allison Pace, 6) Judith Pace as Custodian for Kimberly
Pace, 7) Fish Funding

Howard White - For 1) Howard White, 2) Inversiones Globals, S.A.

6
<PAGE> 7

STOCK/695 EXHBIT A
ESCROW AGREEMENT
KEY SHAREHOLDERS COMMON STOCK

<TABLE>
<CAPTION>
DAVID LANCE DONALD BURTON
INVESTOR POST LAIFER (1) KUSHNER (1) KANTER (1)
- -------- ---- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Outstanding- 6/95 318,268 27,103 226,667 205,298

Conversion of Debt & Preferred Stock 411,189 4,794,215 1,161,491 1,649,895
--------------------------------------------------------------------

Total - When Converted 729,457 4,821,318 1,388,158 1,855,193
====================================================================

<CAPTION>
RANDOLPH HOWARD ELVIN THOMAS
INVESTOR PACE (1) WHITE (1) FELTNER (1) KEMPNER (1) TOTAL
- -------- -------- --------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
Outstanding- 6/95 167,617 730,267 155,923 70,902 1,902,045

Conversion of Debt & Preferred Stock 1,094,035 26,524 410,934 6,089,537 15,637,820
---------------------------------------------------------------------

Total - When Converted 1,261,652 756,791 566,857 6,160,439 17,539,865
=====================================================================

</TABLE>

(1) - Representing themselves and/or other entities

7
<PAGE> 8

SCHEDULE B
NOTE HOLDERS AND PREFERRED SHAREHOLDERS

<TABLE>
<CAPTION>
TOTAL DUE
SCHEDULE TYPE OF DEBT 6/30/95
-------- ------------ -------
<S> <C> <C>
B1 SENIOR CONVERTIBLE DEBENTURES $1,353,946

B2 SENIOR DEBENTURES - '94 318,507

B3 FIXED RATE NOTES PAYABLE 608,181

B4 PREFERRED STOCK PLUS DIVIDENDS 1,398,060

B5 SUBORDINATED NOTES 2,932,834

B6 OTHER NOTES PAYABLE
SERIES 1 & 2 DEBENTURES - INTEREST DUE 1,157,005
----------
$7,768,533
==========

</TABLE>

8
<PAGE> 9

SCHEDULE B
SCHEDULE B1
SENIOR CONVERTIBLE DEBENTURES

<TABLE>
<CAPTION>
Principal Interest Total
Noteholder Amount Total Due
- ---------- ------ ----- ---
<S> <C> <C> <C>
Loeb Trusts - 10/26/93:
Carl M. Loeb Trust u/w f/b/o Margaret L. Kempner $ 250,000 $ 21,010 $ 271,010
Carl M. Loeb Trust u/w f/b/o Thomas L. Kempner 75,000 6,303 81,303
f/b/o Thomas L. Kempner Children 50,000 4,202 54,202
f/b/o Alan H. Kempner, Jr. 75,000 6,303 81,303
f/b/o Alan H. Kempner, Jr. Children 50,000 4,202 54,202
Wolfson Equities (Laifer) - 10/28/93 215,000 18,010 233,010
Hilltop Partners, Laifer - 10/28/93 250,000 20,942 270,942
Haussman Holdings, N.V., Laifer - 10/28/93 25,000 2,094 27,094
Grosvenor Multi-Strategy Fund,L.P., Laifer - 10/28/93 10,000 838 10,838
Kushner Locke Company - 11/5/93 125,000 10,334 135,334
Walnut Capital Corp. - 12/02/93 62,500 4,936 67,436
J. Pace Cust, Allison Pace - 12/21/93 31,250 2,386 33,636
J. Pace Cust, Kimbely Pace - 12/21/93 31,250 2,386 33,636
------------------------------------------
$1,250,000 $103,946 $1,353,946
==========================================
</TABLE>

9
<PAGE> 10

SCHEDULE B
SCHEDULE B2
SENIOR DEBENTURES - '94

<TABLE>
<CAPTION>
Principal Total
Noteholder Amount Interest Due
- ---------- ------ -------- ---
<S> <C> <C> <C>
Loeb Trusts, various - 9/94-1/95 (1) $200,000 $12,826 $212,826
Walnut Capital - Burton Kanter - 11-12/94 50,000 2,834 52,834
Carl Kempner - 11/94 20,000 1,285 21,285
Kushner Locke Company - 12/94 25,000 1,312 26,312
Howard White 5,000 250 5,250
---------------------------------------
Totals $300,000 $18,507 $318,507
=======================================
Loeb Trusts - 10/26/93:
Carl M. Loeb Trust u/w f/b/o Margaret L. Kempner 100,000 $ 6,412 $106,412
Carl M. Loeb Trust u/w f/b/o Thomas L. Kempner 30,000 1,924 31,924
f/b/o Thomas L. Kempner Children 20,000 1,283 21,283
f/b/o Alan H. Kempner, Jr. 30,000 1,924 31,924
f/b/o Alan H. Kempner, Jr. Children 20,000 1,283 21,283
---------------------------------------
$200,000 $12,826 $212,826
=======================================
</TABLE>

<PAGE> 11

SCHEDULE B
SCHEDULE B3
FIXED RATE NOTES PAYABLE

<TABLE>
<CAPTION>
LIENHOLDER
---------- Principal Total
DEBT HOLDER CONTACT NAME Amount Interest Due
- ----------- ------------ ------ -------- ---
<S> <C> <C> <C> <C> <C>
Margaret L. Kempner Kempner Thomas $ 22,500 $ 1,688 $ 24,188
Doris Kempner Kempner Thomas 22,500 1,688 24,188
Carl M. Loeb Trust u/w f/b/o Carl L. Kempner Kempner Carl 45,000 3,375 48,375
Carl M. Loeb Trust u/w f/b/o John L. Loeb, Jr. Loeb, Jr. John L. 22,500 1,688 24,188
Carl M. Loeb Trust u/w f/b/o Margaret L. Kempner Kempner Thomas 45,000 3,375 48,375
Boatwright R. Bryan 5,111 398 5,509
Richard Friedman, IRA Friedman Richard 20,443 1,590 22,033
Gibson Richard 10,222 795 11,017
Schindler Joseph H. 8,086 629 8,715
Ulrich L.J. 7,946 618 8,564
Southwest Electronix Supply P.P. & Trust Ulrich L.J. 100 8 108
Wilbron Gene R. 8,086 629 8,715
Cohen Gerald L. 11,998 900 12,898
De Monchy Katlean 19,197 1,440 20,637
Fields Alan 23,996 1,800 25,796
Gelb, DMD Harold 11,998 900 12,898
Windy City Communications, Inc. Kanter Joel 47,992 3,600 51,592
Kelly Robert J. 11,998 900 12,898
Equilease Corporation Mallin Joel 47,992 3,600 51,592
Al-Kim Assoc. Pension Plan Pace Randolph 47,992 3,600 51,592
Al-Kim Assoc. Pension Plan & Trust Pace Randolph 11,998 900 12,898
Post David 24,959 1,872 26,831
HAP Trusts Partnership McNamara Margaret E. 23,996 1,800 25,796
Rubin Alan J. 23,996 1,800 25,796
Windy City Communications, Inc. Kanter Joel 3,957 297 4,254
Judith Pace Pace Randolph 3,957 297 4,254
------------------------------
TOTAL FIXED RATE NOTES PAYABLE - ORIGINAL $533,520 $40,187 $573,707
==============================
Margaret L. Kempner Kempner Thomas 1,125 84 1,209
Doris Kempner Kempner Thomas 1,125 84 1,209
Carl M. Loeb Trust u/w f/b/o Carl L. Kempner Kempner Carl 2,250 169 2,419
Carl M. Loeb Trust u/w f/b/o John L. Loeb, Jr. Loeb, Jr. John L. 1,125 84 1,209
Carl M. Loeb Trust u/w f/b/o Margaret L. Kempner Kempner Thomas 2,250 169 2,419

Boatwright R. Bryan 715 54 769
Richard Friedman, IRA Friedman Richard 2,859 214 3,073
Gibson Richard 1,430 108 1,538
Schindler Joseph H. 1,130 85 1,215
Ulrich L.J. 1,111 83 1,194
Southwest Electronix Supply P.P. & Trust Ulrich L.J. 14 1 15
Wilbron Gene R. 1,130 85 1,215
Cohen Gerald L. 600 45 645
De Monchy Katlean 960 72 1,032
Fields Alan 1,200 90 1,290
Gelb, DMD Harold 600 45 645
Windy City Communications, Inc. Kanter Joel 2,400 180 2,580
Kelly Robert J. 600 45 645
Equilease Corporation Mallin Joel 2,400 180 2,580
Al-Kim Assoc. Pension Plan Pace Randolph 2,400 180 2,580
Al-Kim Assoc. Pension Plan & Trust Pace Randolph 600 45 645
Post David 1,248 94 1,342
HAP Trusts Partnership McNamara Margaret E. 1,200 90 1,290
Rubin Alan J. 1,200 90 1,290
Windy City Communications, Inc. Kanter Joel 198 15 213
Judith Pace Pace Randolph 198 15 213
------------------------------
TOTAL FIXED RATE NOTES PAYABLE - IN LIEU OF INTEREST $ 32,068 $ 2,406 $ 34,474

TOTAL FIXED RATE NOTES PAYABLE $565,588 $42,593 $608,181
==============================
</TABLE>

<PAGE> 12

SCHEDULE B
SCHEDULE B4
PREFERRED STOCK

<TABLE>
<CAPTION>
LIENHOLDER
----------
DEBT HOLDER Pref Share
- ----------- CONTACT NAME # Of Shares Value
------------- ----------- -----
<S> <C> <C> <C>
Margaret L. Kempner Kempner Thomas 4,905 $ 49,050
Doris Kempner Kempner Thomas 4,905 49,050
Carl M. Loeb Trust u/w f/b/o Carl L. Kempner Kempner Carl 9,810 98,100
Carl M. Loeb Trust u/w f/b/o John L. Loeb, Jr. Loeb, Jr. John L. 4,905 49,050
Carl M. Loeb Trust u/w f/b/o Margaret L. Kempner Kempner Thomas 9,810 98,100
Boatwright R. Bryan 3,117 31,170
Richard Friedman, IRA Friedman Richard 12,465 124,650
Gibson Richard 6,232 62,320
Schindler Joseph H. 4,930 49,300
Ulrich L.J. 4,843 48,430
Southwest Electronix Supply P.P. & Trust Ulrich L.J. 61 610
Wilbron Gene R. 4,930 49,300
Cohen Gerald L. 2,616 26,160
De Monchy Katlean 4,184 41,840
Fields Alan 5,231 52,310
Gelb, DMD Harold 2,616 26,160
Windy City Communications, Inc. Kanter Joel 10,462 104,620
Kelly Robert J. 2,616 26,160
Equilease Corporation Mallin Joel 10,462 104,620
Al-Kim Assoc. Pension Plan Pace Randolph 10,462 104,620
Al-Kim Assoc. Pension Plan & Trust Pace Randolph 2,616 26,160
Post David 5,442 54,420
HAP Trusts Partnership McNamara Margaret E. 5,231 52,310
Rubin Alan J. 5,231 52,310
Windy City Communications, Inc. Kanter Joel 862 8,620
Judith Pace Pace Randolph 862 8,620
------- ----------
TOTAL FIXED RATE, SECURED DEBT- ORIGINAL
139,806 $1,398,060
======= ==========
</TABLE>

12
<PAGE> 13

SCHEDULE B
SCHEDULE B5
SUBORDINATED NOTES

<TABLE>
<CAPTION> 12/31/94
Principal Interest Total
DEBT HOLDER CONTACT NAME With Interest 1-6/95 Due
- ----------- ------------- ------------- ------- ---
<S> <C> <C> <C> <C> <C>
Arlen, MD Harold $ 19,188 $ 960 $ 20,148
Harold Arlen M.D. P.A. Pension Trust Plan Arlen, MD Harold 19,188 960 20,148
Harold Arlen M.D. P.A. Profit Sharing Plan Arlen, MD Harold 19,188 960 20,148
Asher M. Richard 39,370 1,970 41,340
Boatwright R. Bryan 39,370 1,970 41,340
Cohen Gerald L. 39,370 1,970 41,340
Fields Alan J. 19,684 980 20,664
Harold Gelb D.M.D. P.C. Pension Plan Gelb, DMD Harold 78,740 3,940 82,680
Gibson Richard H. 78,740 3,940 82,680
Hilltop Partners Laifer Lance 78,740 3,940 82,680
Wolfson Equities Laifer Lance 67,716 3,390 71,106
Grosvenor Multi-Strategy Fund Laifer Lance 3,150 160 3,310
Haussmann Holdings Laifer Lance 7,875 390 8,265
Walnut Capital Corp. Faber Michael 202,696 10,130 212,826
Kelly Robert J. 78,740 3,940 82,680
T. Kempner, W. Perlmuth TRS U/W Kempner Carl L. 118,074 5,900 123,974
Pinpoint Partners I Kempner Thomas L. 39,370 1,970 41,340
T. Kempner, W. Perlmuth TRS U/W Kempner Thomas L. 39,370 1,970 41,340
Mullane Ronald P. 118,074 5,900 123,974
Post Richard 39,370 1,970 41,340
Rigg L. Mark 19,690 980 20,670
Schindler Joseph H. 59,036 2,950 61,986
Schwartz Stephen O. 23,615 1,180 24,795
Wilborn Gene R. 29,528 1,480 31,008
Gasco Krause James 19,690 980 20,670
de Monchy Katlean 78,740 3,940 82,680
Eisner Murray R. 39,370 1,970 41,340
Fields Alan S. 39,370 1,970 41,340
Gelb Harold 39,370 1,970 41,340
H. Gelb DMD P.C. Pension Plan Gelb Harold 39,370 1,970 41,340
Hilltop Partners Laifer Lance 118,100 5,910 124,010
Wolfson Equities Laifer Lance 101,574 5,080 106,654
Grosvenor Multi-Strategy Fund Laifer Lance 4,636 230 4,866
Haussmann Holdings Laifer Lance 11,812 590 12,402
Hess Leonard 39,370 1,970 41,340
c/o Ormes Capital Management Hunter Samuel E. 78,715 3,940 82,655
Isaacson Henry 39,370 1,970 41,340
Walnut Capital Corp Faber Michael 118,074 5,900 123,974
T. Kempner, W. Perlmuth TRS U/W Kempner Thomas L. 39,370 1,970 41,340
T. Kempner, W. Perlmuth TRS U/W Kempner Thomas L. 39,370 1,970 41,340
Leniston James P. 39,370 1,970 41,340
Mullane Ronald P. 78,715 3,940 82,655
Randolph & Judith Pace Pace Randolph 78,715 3,940 82,655
Post Richard 78,715 3,940 82,655
Henry Proesel Descendants' Trust Partners. McNamara Margaret E. 157,348 7,870 165,218
Letco Inc Money Purchase Plan Teich Larry 39,370 1,970 41,340
Logistixs, Inc. McDonald Malcolm 157,348 7,870 165,218
James J. Welsh- Revocable Living Trust Welsh James J. 39,370 1,970 41,340
------------------------------
$2,793,134 $139,700 $2,932,834
==============================
</TABLE>

13
<PAGE> 14

SCHEDULE B
SCHEDULE B6
OTHER NOTES PAYABLE

<TABLE>
<CAPTION>
Principal Interest Total
Amount Total Due
------ ----- ---
<S> <C> <C> <C> <C>
ACCOUNTS PAYABLE:
- ----------------
American Stock Transfer $ 29,157 $ 0 $ 29,157
Arthur Peters 12,500 0 12,500
Grant Thornton 78,360 0 78,360
Howard J. Rubenstein & Assoc 16,710 0 16,710
K.A.M. Consulting 20,000 0 20,000
Strock & Strock & Levane 93,017 0 93,017
Rosenman & Colin (signed off 9/94) 188,461 0 188,461

OTHER DEBT- 1
- -------------
Elvin Feltner 195,000 29,250 224,250
David Post 123,731 18,560 142,291
Allen Rosenblatt 8,250 1,238 9,488
Albert Schwartz 30,000 4,500 34,500
Burton Kanter 40,000 6,000 46,000

OTHER DEBT- 2
- -------------
Harold Arlen 27,875 4,181 32,056
Alan Fields 13,937 2,091 16,028
Harold Gelb 13,937 2,091 16,028
Walnut Capital Corp- M. Faber 27,875 4,181 32,056
Ted Kavanau 5,575 836 6,411
Carl Kempner 27,875 4,181 32,056
K.A.M. Group, Inc.- R. Pace 27,875 4,181 32,056
David Post 22,300 3,345 25,645

Due (1)
OTHER DEBT- 3 Judith Schindler $40,000 $32,000 8,000 0 8,000
- -------------
Payments - $3,000 per month, $26,000 3/95
Secured by proceeds of Minneapolis sale (1)

OTHER DEBT- 4 Corporate Concepts 5,000 292 5,292
- -------------

OTHER D Avery Scheiner 22,302 18,153 40,455
- -------

SERIES 1 DEBENTURES- Interest
- -----------------------------
Inversiones Globales, S.A - 3/24/93 1,216 0 1,216
Fish Funding Corp. - 4/26/93
Alan Novich, c/o Randolph Pace 551 0 551
Holding Company - 5/12/93 526 0 526
Palm Beach Trust - 5/15/93 1,062 0 1,062
Carl Kempner, Sr. - 7/12/93 818 0 818
Inversiones Globales, S.A. - 8/09/93 1,045 0 1,045
Inversiones Globales, S.A. - 9/2/93 5,714 0 5,714

SERIES 2 DEBENTURES - INTEREST
- ------------------------------
Alan Gelband - 10/27/93 476 0 476
Bohemond Corporation - 10/27/93 952 0 952
Kushner Locke Company - 11/05/93 2,226 0 2,226
Walnut Capital Corp. - 12/02/93 882 0 882
J. Pace Cust, Allison Pace - 12/21/93 360 0 360
J. Pace Cust, Kimbely Pace - 12/21/93 360 0 360
------------------------------
TOTAL OTHER NOTES
$1,053,925 $103,080 $1,157,005
==============================
</TABLE>

<PAGE> 1
EXHIBIT 2.5

AMENDMENT AGREEMENT
TO
STOCK PURCHASE AGREEMENT,
AGREEMENT OF PLAN AND MERGER,
AND
ESCROW AGREEMENT

THIS AGREEMENT, made and entered into this 18th day of September,
1995, by and among CHANNEL AMERICA TELEVISION NETWORK, INC., a Delaware
corporation ("Company"), having offices located in Darien, Connecticut, EVRO
CORPORATION, a Florida corporation ("Purchaser"), with its principal place of
business located in Tampa, Florida, and SCOLARO, SHULMAN, COHEN, LAWLER &
BURSTEIN, P.C., a New York professional corporation ("Escrow Agent"), with its
principal place of business located in Syracuse, New York.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into a certain Stock Purchase
Agreement dated July 13, 1995 ("Stock Purchase Agreement");

WHEREAS, the parties hereto have entered into a certain Agreement and
Plan of Merger dated July 13, 1995 ("Merger Agreement");

WHEREAS, the parties hereto have entered into a certain Escrow
Agreement dated July 13, 1995 ("Escrow Agreement"); and

WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement, Merger Agreement and Escrow Agreement by and among the parties.

NOW, THEREFORE, in consideration of the foregoing, the covenants,
agreements, conditions and promises hereinafter set forth, the sum of One
Dollar ($1.00) each paid to the other in hand, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Initial Cash Payment. The parties hereto have agreed to amend
Paragraph "2(a)(i)" of the Stock Purchase Agreement, Paragraph "5.1(c)" of the
Merger Agreement, and Paragraph "3(a)(i)" of the Escrow Agreement as follows:

"The Six Hundred Thousand Dollar ($600,000.00) initial cash
payment shall be paid in three (3) equal installments of Two
Hundred Thousand Dollars ($200,000.00) as follows: (1) the
first

1
<PAGE> 2

such installment payment shall be due and payable upon the
signing of this Agreement, (2) the second installment of Two
Hundred Thousand Dollars ($200,000.00) shall be payable four
(4) weeks subsequent to the initial installment, and (3) the
third installment of Two Hundred Thousand Dollars
($200,000.00) shall be payable two (2) weeks subsequent to the
payment of the second installment payment. Upon the execution
of this Agreement and the payment of the first installment of
Two Hundred Thousand Dollars ($200,000.00), the Stock Purchase
Agreement, the Merger Agreement and the Escrow Agreement shall
be binding upon the parties hereto, their successors and
assigns. Upon the execution of this Agreement and the payment
of the first installment of Two Hundred Thousand Dollars
($200,000.00), the parties hereto acknowledge and affirm the
duties and obligations of the Stock Purchase Agreement, Merger
Agreement and Escrow Agreement."

"If the Purchaser defaults on any of the installments provided
for herein, the Purchaser shall have one (1) week to cure such
default. If the Purchaser does not cure in a timely manner,
then in that event this Agreement shall be voidable by the
Company. It the Company elects to treat this Agreement as
null and void, it shall do so by written notification to the
Purchaser and the payments already received by the Company
shall be immediately converted to a twelve (12) month, eight
percent (8%) interest-bearing promissory note."

2. New Paragraph. The parties hereto have agreed to amend the
Stock Purchase Agreement by adding the following new Subparagraph which shall
be numbered "12(m)", the Merger Agreement shall be amended by adding the
following new Subparagraph which shall be number "11.11", and the Escrow
Agreement shall be amended by adding the following Paragraph which shall be
numbered "11":

"Receipt of Funds. Notwithstanding anything to the contrary
contained herein, this Agreement shall not be effective until
the Company has verified the receipt of the initial Two
Hundred Thousand Dollar ($200,000.00) cash payment provided
for herein."

3. The parties hereto have agreed to amend Paragraph "5.1(a)" of
the Plan and Agreement of Merger to provide for the following to be added at
the end of Subpapagraph "5.1(a)":

"Notwithstanding anything to the contrary contained herein, except

2
<PAGE> 3

as provided for below, in no event shall the Company, as an
result of the conversion of Series H convertible preferred
stock, receive more than Three Million (3,000,000) shares of
the Purchaser's restricted common stock, provided however, if
as of December 31, 1995, the market price of the Purchaser's
publicly traded shares is less than Two Dollars ($2.00) per
share, the Company shall be entitled to receive, on a pro-rata
basis, a sufficient number of additional shares of the
Purchaser's common stock to make up for the shortfall."

4. The parties hereto have agreed to amend Subparagraph
"3(a)(iii)" to provide as follows:

"(iii) A sufficient number of the Purchaser's Series H
convertible preferred stock which upon conversion into the
Purchaser's common stock shall be equal to Six Million Dollars
($6,000,000.00) worth of Purchaser's restricted common stock
as required by the Agreement, provided however, that
notwithstanding anything to the contrary contained in the
Agreement, in no event, except as provided for below, shall
the Company, as a result of the conversion of the Series H
convertible preferred stock, receive more than Three Million
(3,000,000) shares of the Purchaser's restricted common stock.
If, as of December 31, 1995, the market price of the
Purchaser's publicly-traded shares is less than Two Dollars
($2.00) per share, the Company shall be entitled to receive,
on a pro-rata basis, a sufficient number of additional shares
of the Purchaser's restricted common stock to make up for the
shortfall."

5. Restriction of Shares. The parties hereto agree to hold in
escrow for a period of one (1) year the shares of Purchaser which are to be
issued to the shareholders of the Company upon the shares being registered with
the Securities and Exchange Commission pursuant to Paragraphs "2.2" and
"5.1(a)" of the Merger Agreement. These shares shall remain in escrow for a
period of one (1) year prior to the distribution and delivery to the Company's
Shareholders.

6. Amendment. This Agreement may be amended, modified, or
supplemented only by instrument in writing executed by all the parties hereto.

7. Assignment. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto without the written
consent of the party not seeking assignment.

8. Parties In Interest: No Third Party Beneficiaries. Except as
otherwise provided

3
<PAGE> 4

herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective heirs, legal representatives, successors
and assigns of the parties hereto. Neither this Agreement nor any other
Agreement contemplated hereby shall be deemed to confer upon any person not a
party hereto or thereto any rights or remedies hereunder or thereunder.

9. Entire Agreement. This Agreement, the Stock Purchase
Agreement, the Merger Agreement, and the Escrow Agreement (collectively
"Original Documents") constitute the entire agreement of the parties regarding
the subject matter hereof, and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof. Notwithstanding anything to the contrary
contained herein, unless this Agreement specifically amends a provision
contained in the Original Documents, the terms and conditions of the Original
Documents shall remain in full force and effect.

10. Severability. If any provision of this Agreement is to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms
to such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.

11. Governing Law. This Agreement and the rights and obligations of
the parties shall be governed by and construed and enforced in accordance with
the substantive laws of the State of Florida.

12. Captions. The captions in this Agreement agree for convenience
or reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.

13. Confidentiality; Publicity and Disclosures. Each party shall
keep this Agreement and its terms confidential, and shall make no press release
or public disclosure, either written or oral, regarding the transactions
contemplated by this Agreement without the prior knowledge and consent of the
other parties hereto; provided that the foregoing shall not prohibit any
disclosure (i) by press release, filing or otherwise that is required by
federal securities laws, and (ii) to attorneys, accountants, investment bankers
or other agents of the parties assisting the parties in connection with the
transactions contemplated by this Agreement. In the event that the
transactions contemplated hereby are not consummated for any reason whatsoever,
the parties hereto agree not to disclose or use any confidential information
they may have concerning the affairs of the other parties, except for
information that is required by law to be disclosed.

4
<PAGE> 5

14. Expenses. Except as otherwise specifically provided in this
Agreement, each party shall pay its own legal and other expenses related to the
consummation of the transactions contemplated in this Agreement.

15. The parties hereto further agree that the payment contemplated
in Subparagraph "6.(1)(i)" to Jefferies & Company, Inc., shall be due and
payable out of the final Two Hundred Thousand Dollar ($200,000.00) installment
and not the initial installment.

16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Execution and delivery
of this letter by exchange of facsimile copies bearing facsimile signature of a
party shall constitute a valid and binding execution and delivery of this
Agreement. Such facsimile copies shall constitute enforceable original
documents.

IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date first above written by parties hereto.

CHANNEL AMERICA TELEVISION NETWORK, INC.

By: /s/David A. Post
------------------------------------------------------
David A. Post, Chairman

EVRO CORPORATION

By: /s/Daniel M. Boyar
------------------------------------------------------
Daniel M. Boyar, President and Chief Executive Officer

SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C.

By: /s/Stephen H. Cohen
------------------------------------------------------

<PAGE> 1
EXHIBIT 2.6

SECOND AMENDED AGREEMENT
TO
STOCK PURCHASE AGREEMENT,
AGREEMENT OF PLAN AND MERGER,
AND
ESCROW AGREEMENT

THIS AGREEMENT, made and entered into this 10th day of October, 1995,
by and among CHANNEL AMERICA TELEVISION NETWORK, INC., a Delaware corporation
("Company"), having offices located in Darien, Connecticut, EVRO CORPORATION, a
Florida corporation ("Purchaser"), with its principal place of business located
in Orlando, Florida, and SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C., a
New York professional corporation ("Escrow Agent"), with its principal place of
business located in Syracuse, New York.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into a certain Stock Purchase
Agreement dated July 13, 1995 ("Stock Purchase Agreement");

WHEREAS, the parties hereto have entered into a certain Agreement and
Plan of Merger dated July 13, 1995 ("Merger Agreement");

WHEREAS, the parties hereto have entered into a certain Escrow
Agreement dated July 13, 1995 ("Escrow Agreement"); and

WHEREAS, the parties hereto have entered into a certain Amendment
Agreement to Stock Purchase Agreement, Agreement of Plan and Merger and Escrow
Agreement dated September 18, 1995 ("Amendment Agreement"); and

WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement, Merger Agreement, Escrow Agreement, and Amendment Agreement by and
among the parties.

1. Closing of Stock Purchase Agreement. The purchase of the
"Control Shares" as defined in paragraph 1 of the Stock Purchase Agreement,
shall be deemed closed by the parties hereto upon receipt of the initial cash
payment of $200,000 by the Company, as set forth in the Amendment Agreement,
and receipt and delivery by Purchaser of a certificate evidencing the
27,500,000 shares, as called for in paragraph 6(a)(i) of the Stock Purchase
Agreement.

1
<PAGE> 2

Thereupon, notwithstanding anything contained in any of the agreements to the
contrary, the Stock Purchase Agreement shall be removed from Escrow and a
closing deemed to occur on the purchase of the 27,500,000 shares of Channel
America. Paragraphs 2(a)(ii), 2(b), 3, 6(c), and 7(b) of the Stock Purchase
Agreement, as well as paragraphs 3(a)(i), 3(a)(ii), and 4(a) of the Escrow
Agreement, shall be so amended to reflect a closing of the Stock Purchase
Agreement outside of Escrow. The subsequent payments totalling $800,000 which
are called for in paragraph 1 of the Amendment Agreement, shall be paid
directly to the Company without the involvement of the Escrow Agent or an
Escrow.

2. Adjustment for non-timely payment In the event that Purchaser
does not timely pay to the Company the balance of the purchase price as
required in paragraph 2(a) of the Stock Purchase Agreement, as amended by
paragraph 1 of the Amendment Agreement, or defaults in making such payment and
does not cure such default within a timely manner, then there shall be an
adjustment in the number of shares owned by Purchaser, pro-rata, and Purchaser
shall return a pro-rata amount of shares to the Company for cancellation. Such
shares shall be adjusted on the basis of 27.5 shares of the Company per dollar
to be received by the Company.

3. Confirmation of receipt of $200,000. The parties hereto
hereby confirm that the Company has received the first installment of $200,000
and that the Purchaser has fully paid for 5,500,000 shares of the Company,
notwithstanding the requirement to continue to make the other installment
payments totalling $800,000.

4. Purchaser's Capital Structure. Attached hereto and
incorporated herein by reference is "Schedule A", which sets forth the current
capitalization structure of the Purchaser, on a fully diluted basis, assuming
the completion of a $5,000,000 Regulation D stock offering and other events
that are disclosed in the footnotes to such Schedule.

5. Majority control of Company by Purchaser. The parties hereto
confirm that upon execution of this Agreement, the Purchaser shall have a
majority interest in the Company and as such shall be responsible for the
Company's day to day activities, including the arranging of payment of all
related operating costs.

6. Amendment. This Agreement may be amended, modified, or
supplemented only by instrument in writing executed by all the parties hereto.

7. Entire Agreement. This Agreement, the Amendment Agreement,
the Stock Purchase Agreement, the Merger Agreement, and the Escrow Agreement
(collectively "Original Documents") constitute the entire agreement of the
parties regarding the subject matter hereof, and supersede all prior agreements
and understandings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof. Notwithstanding anything to the
contrary contained herein, unless this Agreement specifically amends a
provision contained in the Original Documents, the terms and conditions of the
Original Documents shall remain in full force and effect. In case of a
discrepancy or conflict between

2
<PAGE> 3

this Agreement and the Original Documents, this Agreement shall be controlling
and the parties agree to use their best efforts to fully implement the spirit
and intent of this Agreement.

8. Severability. If any provision of this Agreement is to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms
to such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.

9. Governing Law. This Agreement and the rights and obligations
of the parties shall be governed by and construed and enforced in accordance
with the substantive laws of the State of Florida.

10. Expenses. Except as otherwise specifically provided in this
Agreement, each party shall pay its own legal and other expenses related to the
consummation of the transactions contemplated in this Agreement.

11. Counterparts and Facsimile Signatures. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.
Execution and delivery of this letter by exchange of facsimile copies bearing
facsimile signature of a party shall constitute a valid and binding execution
and delivery of this Agreement. Such facsimile copies shall constitute
enforceable original documents.

IN WITNESS WHEREOF, this Agreement has been executed effective as of
the date first above written by the parties hereto.

CHANNEL AMERICA TELEVISION NETWORK, INC.

By: /s/ Daivd A. Post
-------------------------------------
David A. Post, Chairman

EVRO CORPORATION

By: /s/Daniel M /Boyar
-------------------------------------
Daniel M. Boyar, Authorized Signatory

3
<PAGE> 4

SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C.

By: /s/ Stephen H. Cohen
-------------------------------------
Stephen H. Cohen

4
<PAGE> 5

SCHEDULE "A"

CAPITALIZATION
The following table summarizes the stockholder's equity in the Company
as of October 6, 1995:

EVRO CORPORATION CAPITALIZATION TABLE
OCTOBER 6, 1995

<TABLE>
<CAPTION>
Stockholders' Conversion Fully Diluted
Equity Factor of Common Stock
------ ------ ------------
<S> <C> <C> <C>
Preferred Stock:

Series A 10% Convertible Preferred, $1.00 face
value, 100,000 shares authorized, 44,000 shares
issued or outstanding1 $ 880,000 0

Series C Convertible Preferred Stock, no par value,
500,000 shares authorized, 95,400 shares issued and
outstanding 954,000 1.4252 669,474

Series D Convertible Preferred Stock, no par value,
17,000 shares authorized, 16,984.9 shares issued and
outstanding3 4,084,153 0

Series E Convertible Preferred Stock, no par value,
30,000 shares authorized, issued and outstanding4 30,000 100 3,000,000
Series F Convertible Preferred Stock, no par value,
1,680 shares authorized, 1,300 shares issued and 1,300 10,000
outstanding5

Shares of Common Stock to be issued upon
conversion of Series F Convertible Preferred
Stock held by The Stellar Companies, Inc. 4,000,000

Shares to be held in escrow subject to
Escrow/Earn-Out 9,000,0006

Series H Convertible Preferred Stock, no par value,
100,000 shares authorized, 48,000 shares issued and
outstanding7 6,000,000 2.375 2,526,315

Series I Convertible Preferred Stock, no par value,
7,000 shares authorized, 5,750 shares issued and 955,469 200 1,150,000
outstanding8

Less: Unearned compensation for future services
as of June 30, 1995, adjusted for Series I
shares issued thereafter (955,469)
</TABLE>

5
<PAGE> 6

<TABLE>
<S> <C> <C> <C>
Series J Convertible Preferred Stock, no par value,
100 shares authorized, no shares issued and 0 50,000 5,000,0009
outstanding ------------

11,069,447

Common Stock, no par value, 2,500,000 authorized,
2,497,665 shares issued and outstanding 2,825,346 1 2,497,665

Less: Unearned compensation for future services
as of June 30, 1995, adjusted for Series I
shares issued thereafter (1,627,987)

Accumulated deficit as of June 30, 1995 (3,928,446)
------------ -----------
TOTAL STOCKHOLDERS' EQUITY $ 9,195,558 27,843,454
============
Additional Common Shares to be issued re:
The Stellar Companies, Inc. 2,271,986(10)

Minority shareholders of TSSN 281,418

Winsat Communication Corporation 86,000

Vincent R. Molinari11 400,000
First Capital Resources, Inc. - Warrants12 200,000

Genesee Cattle Corporation 421,052

Participating Brokers - Warrants13 500,000
-----------
FULLY DILUTED SHARES OUTSTANDING 32,003,910
===========
</TABLE>
FOOTNOTES:

(1) Series A 10% convertible preferred stock is convertible based upon
Lintronics Corporation, a wholly-owned subsidiary of THI, achieving
earnings on a quarterly basis. The Company does not anticipate
Lintronics meeting these earnings requirements, as the operations of
Lintronics have been discontinued.

(2) Series C convertible preferred stock is convertible at a conversion
price equal to 50% of the Common Stock's market value at the time of
conversion; 1.425 represents the conversion price if such preferred
stock were converted as of October 6, 1995.

(3) Pursuant to the terms of the acquisition of TSSN by the Company and in
connection with the formation of THI and the transfer to THI of the
Original Subsidiaries, the Company issued to the shareholder the
Company, except for the Stellar Companies, Inc. ("Stellar"), as of
March 27, 1995 shares of Series D convertible

6
<PAGE> 7

preferred stock at the rate of one share of Series D convertible
preferred for every 100 shares of Common Stock held by such
shareholders as of such date. All of the Series D convertible
preferred stock may be converted in whole, but not in part, at the
option of the Company, into 100% of the outstanding common stock of
THI owned by the Company as of the date of conversion. Series D
convertible preferred stock is not convertible into Common Stock of
the Company. However, the Company has agreed to issue annually to THI
on each March 14, shares of Common Stock equal to 20% of THI's average
total assets for the previous 12 months, assuming a Common Stock value
of $2.00 per share. Pursuant to a Funding Agreement, THI has granted
Stellar an option to purchase all such Common Stock. In the event
that, as of June 30, 1997, the Company does not convert the Series D
convertible preferred stock into THI common stock, as described above,
the Company shall declare a stock dividend of restricted Common Stock
equal to the aggregate number of shares of Common Stock distributed by
the Company to THI as of such date. For more details, see the
certificate of designation of the Series D convertible preferred stock
attached to the Company's Private Placement Memorandum at Exhibit I.

(4) 30,000 shares of Series E convertible preferred stock were originally
issued to Boyar Holdings, Inc., a corporation controlled by Daniel M.
Boyar, the former Chief Executive Officer and President of the
Company, as partial consideration for the assignment of the option to
purchase TSSN then held by Boyar Holdings, Inc. 10,000 of such shares
of Series E convertible preferred stock have been pledged by Boyar
Holdings, Inc. as collateral for a 30-day bridge loan of $200,000 by
First Capital Resources, Inc. to the Company obtained in connection
with the financing of the Company's acquisition of Channel America
Television Network, Inc.; the Company intends to repay such bridge
loan out of proceeds from this offering. See "Use of Proceeds."

(5) The Company issued 500 shares of Series F convertible preferred stock
(the "Series F Stock") to Stellar on April 19, 1995 in partial
consideration of the return by Stellar to the Company of 500,000
shares of Common Stock, and originally obtained by Stellar in
connection with the acquisition by the Company of TSSN from Stellar.
The Company requested the return of such shares of Common Stock in
order to make additional shares of Common Stock available to the
Company for issuance pursuant to its 1995 Employee Stock Compensation
Plan. Each share of Series F Stock is entitled to 1,000 votes on all
matters on which holders of Common Stock may vote. In addition, the
Company agreed to issue to Stellar additional shares of Series F Stock
equal to the voting rights of subsequently issued shares of Common
Stock or preferred stock of the Company, in order to ensure to Stellar
voting control over the Company. As a result of additional stock
issuances of 550,000 shares of Common Stock in connection with the
Company's 1995 Employee Stock

7
<PAGE> 8

Compensation Plan, 224,000 shares of Common Stock sold in private
placements, Stellar now holds 1,280 shares of Series F Stock giving to
Stellar voting rights equivalent to 1,280,000 shares of Common Stock.
Common Stock issued to Stellar pursuant to conversion of Series F
Stock reduces the obligation of the Company to issue a total of
17,759,038 shares of Common Stock to Stellar in connection with the
acquisition of TSSN.

(6) 9,000,000 shares of Common Stock to be issued to Stellar in connection
with the acquisition of TSSN by the Company will be held in escrow
pursuant to the terms of an Escrow Earn-Out Agreement dated as of
October 6, 1995, by and among Stellar, the Company, and the escrow
agent named therein, which agreement provides for the deposit by
Stellar of 9,000,000 shares of Common Stock into escrow, until such
time as the Company achieves net earnings of $5,000,000, to be
released pro-rata upon the Company achieving net earnings (net of
earnings in connection with THI) of $1,000,000, but in no event later
than December 31, 2000, in accordance with the terms of the agreement.

(7) Series H convertible preferred stock shall be placed in escrow on
October 12, 1995 on behalf of the shareholders of Channel America
Television Network, Inc., as described herein under "The Company-
Potential Acquisition of Channel America Television Network, Inc.,"
which shares will be converted into shares of the Company's Common
Stock upon effectiveness of the registration of such Common Stock
under the Securities Act. Series H convertible preferred stock is
convertible at a conversion price equal to the greater of the Common
Stock's market value at the time of conversion, or $2.00; $2.375
represents the market price if such preferred stock were converted as
of October 6, 1995.

(8) Series I convertible preferred stock issued pursuant to various
consulting agreements. Specifically, 1,250 shares issued to Vincent
R. Molinari and 1,000 shares issued to Craig Kirsch.

(9) Dilution assumes that all 100 shares of Series J convertible preferred
stock are issued in connection with this Offering.

(10) Reflects a reduction of 2,126,000 shares of Common Stock to Stellar
for payment by the Company of legal and financial consulting services.
Taking into account the 9,000,000 shares of Common Stock to be
escrowed as described above in footnote (6), 17,759,038 shares of
Common Stock are issuable to Stellar in connection with the sale by
Stellar of 98% of the capital stock of TSSN to the Company.

(11) Vincent R. Molinari will receive up to 250,000 shares of Common Stock
to the extent that $2,500,000 in proceeds from this Offering are
generated by sales as a

8
<PAGE> 9

result of the introduction to the Company of Participating
Brokers by Mr. Molinari. Mr. Molinari will also receive an additional
150,000 shares of Common Stock if such Broker Dealers generate sales
exceeding $3,500,000.

(12) The Company has agreed to issue warrants to First Capital Resources,
Inc. exercisable for one year to purchase 200,000 shares of Common
Stock at a price per share of $1.00 or, if the closing bid price of
the Common Stock is less than $2.00 on the date of exercise of such
warrants, one-half of such closing bid price, which warrants are
issued in connection with a $200,000 30-day bridge loan by First
Capital Resources, Inc. to the Company in connection with the
acquisition by the Company of Channel America Television Network, Inc.

(13) Each Participating Broker will be issued Warrants to purchase such
number of shares of Common Stock of the Company equal to 10% of the
number of shares of Common Stock into which Convertible Preferred
Stock sold by such Participating Broker is convertible, which Warrants
are exercisable for two years following the Share Authorization at an
exercise price of $1.00 per share. If the Minimum Amount is sold,
warrants to purchase 50,000 shares of Common Stock will be
outstanding; if the Maximum Amount is sold, warrants to purchase
500,000 shares of Common Stock will be outstanding.

<PAGE> 1
EXHIBIT 2.7

CONSENT TO AMENDMENT
OF
AGREEMENT AND PLAN OF MERGER
AND
ESCROW AGREEMENT

This CONSENT TO AMENDMENT, dated as of October 10, 1995 (this
"Consent"), is given in respect of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of July 13, 1995 among Channel America Television
Network, Inc. ("Channel America"); Evro Network, Inc. (the "Subsidiary"); Evro
Corporation (the "Purchaser"), which owns all of the issued and outstanding
shares of capital stock of Subsidiary; and David A. Post, Lance Laifer, Donald
Kushner, Burton Kanter, Randolph L. Pace, Howard White, Elvin Feltner and
Thomas Kempner, individually and/or in their capacities as representative of
the parties (collectively, the "Stockholders") as set forth in the Merger
Agreement; and the Escrow Agreement dated as of July 13, 1995 (the "Escrow
Agreement") by and among Channel America; the Purchaser; the Shareholders; and
Scolaro, Shulman, Cohen, Lawler & Burstein, P.C., as escrow agent thereunder
(the "Escrow Agent").

W I T N E S S E T H:

WHEREAS, Channel America, Subsidiary, the Purchaser and the
Shareholders have entered into the Merger Agreement, a copy of which is
attached hereto as Exhibit "A", and Channel America, the Purchaser, the
Shareholders and the Escrow Agent have entered into the Escrow Agreement, a
copy of which is attached hereto as Exhibit "B", pursuant to which agreements
the parties thereto have set forth certain terms for a proposed acquisition of
Channel America by the Purchaser and the Subsidiary; and

WHEREAS, Channel America, the Purchaser and the Escrow Agent
have entered into an Amendment Agreement to Stock Purchase Agreement, Agreement
of Plan and Merger [sic], and Escrow Agreement dated as of September 18, 1995
and a Second Amended Agreement to Stock Purchase Agreement, Agreement of Plan
and Merger, and Escrow Agreement dated as of October 10, 1995 (together the
"Amendment Agreements"), copies of which are attached hereto as Exhibit "C" and
Exhibit "D", respectively, in order to amend the terms of the Merger Agreement,
the Escrow Agreement and the Stock Purchase

1
<PAGE> 2

Agreement dated July 13, 1995 by and among Channel America and the Purchaser;
and

WHEREAS, Section 9 of the Escrow Agreement requires the
express written consent of all of the parties thereto in order to modify the
Escrow Agreement, and Section 11.2 of the Merger Agreement requires the
execution by each of the parties thereto of a written agreement in order to
amend the provisions of the Merger Agreement;

NOW, THEREFORE, in consideration of the premises and for good
and valuable consideration, and pursuant to the terms of the Merger Agreement
and the Escrow Agreement, the parties hereto agree as follows:

Section 1. Consent to Amendment.

Channel America, the Subsidiary, the Purchaser, the
Shareholders and the Escrow Agent hereby consent to and agree to the amendment
of the terms of the Merger Agreement and the Escrow Agreement, each in
accordance with the terms of the Amendment Agreements.

Section 2. Representations and Warranties.

Each party hereto represents and warrants to the other parties
hereto that (i) it has the power to enter into this Consent and (ii) this
Consent has been duly authorized, executed and delivered by it.

Section 3. Confirmation.

The effectiveness of this Consent shall not operate as or
constitute a waiver of any rights, powers or remedies of any party to the
Merger Agreement, the Escrow Agreement or the Amendment Agreement, or a
modification of any right, power or remedy of any party to such agreements,
and, except as expressly provided herein and in the Amendment Agreements, all
terms and provisions of such agreements shall remain in full force and effect
and unchanged and are hereby ratified and confirmed in all respects.

Section 4. Counterpart Execution.

This Consent may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

2
<PAGE> 3

Section 5. Headings.

Section headings in this Consnet are included herein for
convenience of reference only and shall not constitute a part of this Waiver
for any other purpose.

Section 6. Entire Agreement.

There are no oral or side agreements among the parties
affecting this Consent, and this Consent contains the entire agreement of the
parties with respect to the matters contained in this Consent.
IN WITNESS WHEREOF, the parties hereto have caused this
Consent to be executed by their respective officers thereunto duly authorized
as of the date first above written.

CHANNEL AMERICA TELEVISION NET

By: /s/David A. Post
----------------------------------
Nane: David A. Post
Title: Chairman

EVRO CORPORATION

By: /s/Daniel M. Boyar
----------------------------------
Name: Daniel M. Boyar
Title: Authorized Signatory

EVRO NETWORK, INC.

By: /s/Daniel M. Boyar
-----------------------------------
Name: Daniel M. Boyar
Title: Authorized Signatory

SCOLARO, SHULMAN, COHEN, LAWLER &
BURSTEIN, P.C.

By: /s/Stephen H. Cohen
-----------------------------------
Name: Stephen H. Cohen
Title:

3
<PAGE> 4

DAVID A. POST

/s/David A Post
----------------------------

Leifer Capital Management

/s/Jeffery Eisenburger
----------------------------
Vice President

DONALD KUSHNER

----------------------------

BURTON KANTER

/s/Burton Kantor
----------------------------

RANDOLPH PACE

----------------------------

HOWARD WHITE

/s/Howard White
----------------------------

ELVIN FELTNER

----------------------------

THOMAS KEMPNER

/s/Thomas Kempner
----------------------------

<PAGE> 1
EXHIBIT 2.8

[LOGO]

EVRO
CORPORATION

FOR IMMEDIATE RELEASE SYMBOL: EVRO
OCTOBER 13, 1995 TRADED: NASDAQ

ORLANDO, FL -- OCTOBER 13, 1995 -- EVRO CORPORATION ("EVRO") ANNOUNCED TODAY
THAT IT HAS COMPLETED THE ACQUISITION OF 51% OWNERSHIP OF CHANNEL AMERICA
TELEVISION NETWORK, INC. ("CHANNEL AMERICA"), BASED IN DARIEN, CONNECTICUT, BY
CLOSING PURSUANT TO A STOCK PURCHASE AGREEMENT, AS AMENDED. CHANNEL AMERICA
OPERATES A 24 HOUR TELEVISION NETWORK, COMPRISED OF 59 AFFILIATED TELEVISION
STATIONS ACROSS THE UNITED STATES, WITH A POTENTIAL VIEWING AUDIENCE OF
16,966,530 HOUSEHOLDS.

AS MAJORITY SHAREHOLDER OF CHANNEL AMERICA, EVRO WILL PREPARE TO COMMENCE
BROADCASTING THE SPORTS & SHOPPING NETWORK, INC. ("TSSN"), AN EVRO SUBSIDIARY,
AND ITS TELEVISION SHOPPING PROGRAM, TOGETHER WITH A MIXTURE OF OTHER
ENTERTAINMENT RELATED PROGRAMMING, OVER CHANNEL AMERICA'S AFFILIATES, DURING
VARIOUS TIME SLOTS EACH DAY, SIX HOURS PER DAY, SEVEN DAYS PER WEEK.

"WE ANTICIPATE GROSS ANNUAL REVENUES OF $13,500,000 WITH APPROXIMATELY
$2,000,000 DROPPING TO THE BOTTOM LINE, FOR EVERY 6 HOURS THAT WE BROADCAST
TSSN OVER CHANNEL AMERICA. AS WE GROW, THE CHANNEL AMERICA TELEVISION
AFFILIATES WILL DIRECTLY SHARE IN OUR SUCCESS, BY RECEIVING A PERCENTAGE OF
GROSS SALES," SAID CHRIS DONA, PRESIDENT OF TSSN AND VICE PRESIDENT OF EVRO.

IN CONJUNCTION WITH THE MAJORITY ACQUISITION OF CHANNEL AMERICA AND SUBSEQUENT
TO THE CLOSING, EVRO IS REQUIRED TO MAKE THREE MORE INSTALLMENT PAYMENTS
TOTALLING $800,000 OVER THE NEXT SIX MONTHS. CHANNEL AMERICA'S CHAIRMAN OF THE
BOARD, MR. DAVID A. POST, IS EXPECTED TO JOIN EVRO'S BOARD OF DIRECTORS AS
VICE CHAIRMAN, UPON COMPLETION OF CERTAIN FUNDING OBJECTIVES.

1
<PAGE> 2

EVRO PRESS RELEASE
OCTOBER 13, 1995
PAGE 2 OF 2.

MR. POST IS ONE OF THE TRUE PIONEERS IN THE TELECOMMUNICATIONS INDUSTRY. IN
ADDITION TO HIS FOUNDING CHANNEL AMERICA IN 1987, HE WAS ALSO THE FOUNDER AND
CHAIRMAN OF PAGE AMERICA GROUP, INC., WHICH BECAME ONE OF THE LARGEST RADIO
PAGING COMPANIES AND CELLULAR TELEPHONE CONCERNS IN THE UNITED STATES.

IN ORDER TO CREATE AN OPENING AND ATTRACT TO EVRO ADDITIONAL MANAGEMENT
PERSONNEL WITH SUCCESSFUL TRACK RECORDS IN THE TELEVISION BROADCASTING AND
ENTERTAINMENT INDUSTRIES, MR. DANIEL M. BOYAR, AN ATTORNEY AND INVESTMENT
BANKER, RESIGNED AS A DIRECTOR AND PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
EVRO. MR. GERALD L. PENNINGTON, ALSO RESIGNED AS A DIRECTOR OF EVRO, BOTH
RESIGNATIONS WERE EFFECTIVE AS OF OCTOBER 3, 1995.

THE EVRO BOARD OF DIRECTORS HAS APPOINTED MR. THOMAS L. JENSEN, THE COMPANY'S
CHAIRMAN, AS INTERIM CHIEF EXECUTIVE OFFICER AND HAS SET UP A COMMITTEE
COMPRISED OF MR. DONA, WITH ASSISTANCE FROM MR. POST, TO FIND A SUITABLE
CANDIDATE TO FILL THE POSITION AS EVRO PRESIDENT AND NETWORK CHIEF EXECUTIVE
OFFICER.

"WE ARE LOOKING FOR SOMEONE WHO IS NATIONALLY RECOGNIZED AS A PROVEN LEADER IN
THE TELEVISION BROADCASTING AND ENTERTAINMENT INDUSTRIES, WHO CAN GUIDE EVRO
INTO THE FUTURE AND EXPLOIT THE DISTRIBUTION CAPABILITIES OF CHANNEL AMERICA,"
SAID TOM JENSEN, EVRO CHAIRMAN AND CEO.

IN THE INTERIM, THE CORPORATE ADDRESS OF EVRO HAS BEEN RELOCATED TO 7501 W.
IRLO BRONSON MEMORIAL HIGHWAY, SUITE 105, KISSIMMEE, FLORIDA 34747. FOR FURTHER
INFORMATION, CONTACT CHRISTOPHER P. DONA, VICE PRESIDENT AT (407) 397-0550 OR
DAVID A. POST, CHAIRMAN, CHANNEL AMERICA AT (203) 656-1168 EXTENSION 125.

EVRO'S CYBERGATE ADDRESS IS: HTTP://WWW.GATE.NET/~EVRO

# # #

<PAGE> 1
EXHIBIT 2.9

THIRD AMENDED AGREEMENT
TO
STOCK PURCHASE AGREEMENT,
AGREEMENT OF PLAN AND MERGER,
AND
ESCROW AGREEMENT

THIS AGREEMENT, made and entered into this 26th day of October, 1995,
by and among CHANNEL AMERICA TELEVISION NETWORK, INC., a Delaware corporation
("Company"), having offices located in Darien, Connecticut, EVRO CORPORATION, a
Florida corporation ("Purchaser"), with its principal place of business located
in Orlando, Florida, and SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C., a
New York professional corporation ("Escrow Agent"), with its principal place of
business located in Syracuse, New York.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into a certain Stock Purchase
Agreement dated July 13, 1995 ("Stock Purchase Agreement");

WHEREAS, the parties hereto have entered into a certain Agreement and
Plan of Merger dated July 13, 1995 ("Merger Agreement");

WHEREAS, the parties hereto have entered into a certain Escrow
Agreement dated July 13, 1995 ("Escrow Agreement"); and

WHEREAS, the parties hereto have entered into a certain Second Amended
Agreement to Stock Purchase Agreement, Agreement of Plan and Merger and Escrow
Agreement dated October 10, 1995 ("Second Amended Agreement"); and

WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement, Merger Agreement, Escrow Agreement, Amendment Agreement, and Second
Amended Agreement by and among the parties.

3
<PAGE> 2

acknowledged, the parties hereto agree as follows:

1. Modification of Installment Payments. The Company agrees to
defer $100,000 of the second installment payment, currently due, until two
weeks from the date hereof, to be paid together with the next installment
payment of $200,000. This would result in the next installment payment
totalling $300,000 to be paid on or before November 9, 1995. Additionally, the
current installment payment of $100,000 as adjusted pursuant to this Agreement,
shall be payable on or before October 30, 1995. Upon such payment to the
Company, the Company and the parties hereto hereby acknowledge that the cure
period for the second installment has expired and that no default of any of the
referenced agreements has occured and that the agreements are legally binding
and still in full force and effect.

2. Entire Agreement. This Agreement, the Second Amended
Agreement, Amendment Agreement, the Stock Purchase Agreement, the Merger
Agreement, and the Escrow Agreement (collectively "Original Documents")
constitute the entire agreement of the parties regarding the subject matter
hereof, and supersede all prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof. Notwithstanding anything to the contrary contained herein, unless this
Agreement specifically amends a provision contained in the Original Documents,
the terms and conditions of the Original Documents shall remain in full force
and effect. In case of a discrepancy or conflict between this Agreement and the
Original Documents, this Agreement shall be controlling and the parties agree
to use their best efforts to fully implement the spirit and intent of this
Agreement.

3. Governing Law. This Agreement and the rights and obligations
of the parties shall be governed by and construed and enforced in accordance
with the substantive laws of the State of Florida.

4. Counterparts and Facsimile Signatures. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.
Execution and delivery of this agreement by exchange of facsimile copies
bearing facsimile signature of a party shall constitute a valid and binding
execution and delivery of this Agreement. Such facsimile copies shall
constitute enforceable original documents.

IN WITNESS WHEREOF, this Agreement has been executed effective as of
the date first above written by the parties hereto.

CHANNEL AMERICA TELEVISION NETWORK, INC.

By: /s/David A. Post
----------------------------------
David A. Post, Chairman

4
<PAGE> 3

EVRO CORPORATION

By: /s/Thomas L. Jensen
-------------------------------------
Thomas L. Jensen, Chairman and CEO

SCOLARO, SHULMAN, COHEN, LAWLER & BURSTEIN, P.C.

By: /s/Stephen H. Cohen
--------------------------------------
Stephen H. Cohen