EUROTRONICS HOLDINGS INC, 10QSB, 1997-11-14

EUROTRONICS HOLDINGS INC
10QSB, 1997-11-14
METAL MINING

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended September 30, 1997.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from_____________ to_________________.

Commission file number: 0-13409

Eurotronics Holdings Incorporated
(Name of Small Business Issuer in Its Charter)

Utah 87-0550824
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

P.O. Box 3131, Salt Lake City, Utah 84110
(Address of Principal Executive Offices)

888-299-2995
(Issuer's Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes XX No

The number of shares outstanding of the issuer's common stock, par value
$0.0001, as of November 13, 1997 was 170,000,000.

Total Pages: 30
Exhibit Index on Page: 7
<PAGE>
TABLE OF CONTENTS

PART I

ITEM 1. FINANCIAL STATEMENTS .............................................. 3

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......... 3

PART II

ITEM 5. OTHER INFORMATION ................................................. 4

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................. 4

SIGNATURES.................................................... 5

INDEX TO EXHIBITS ............................................ 6

<PAGE>
PART I

ITEM 1. FINANCIAL STATEMENTS

Unless otherwise indicated, the term "Company" refers to Eurotronics
Holdings Incorporated and its current or former subsidiaries and predecessors.
Consolidated, unaudited interim financial statements including a balance sheet
for the Company as of the fiscal quarter ended September 30, 1997 and statements
of operations and statements of cash flows for the interim period up to the date
of such balance sheet and the comparable period of the preceding fiscal year are
attached hereto as Pages F-1 through F-5 and incorporated herein by this
reference.
<PAGE>

PART I
ITEM 1. FINANCIAL STATEMENTS

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS PAGE

Balance Sheets ........................................................... F-1

Statements of Operations ................................................. F-2

Statements of Stockholders' Deficit ...................................... F-3

Statements of Cash Flows ................................................. F-4

Notes to Financial Statements ............................................ F-5
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
Unaudited Condensed Balance Sheet
September 30, 1997

ASSETS

Current Assets
None ........................................................ $ --

Total Current Assets ........................................... --

TOTAL ASSETS ................................................... $ --
===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accrued expenses ............................................ $ 198,762
-----------

Total Current Liabilities ...................................... 198,762

Shareholders' Deficit
Common stock par value $.0001; 200,000,000
shares authorized; 4,620,336 shares issued ............... 462
Additional paid-in capital .................................. 986,714
Deficit accumulated during development stage ................ (1,185,938)
-----------

Total Shareholders' Deficit .................................... (198,762)

TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT .......................................... $ --
===========

See notes to unaudited condensed financial statements.

F-1
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended September 30, 1997 and September 30, 1996 (Unaudited)
For The Nine Months Ended September 30, 1997 and September 30, 1996 (Unaudited)
Period From Date of Inception (January 7, 1982) Through September 30, 1997 (Unaudited)

Inception
Three Three Nine Nine Through
Months Months Months Months September 30,
1997 1996 1997 1996 1997
Revenue:
<S> <C> <C> <C> <C> <C>
Debt settlement .................................... $ -- $ -- $ -- $ -- $ --
Interest Income .................................... -- -- -- -- 61,208
-----------
-- -- -- -- 61,208

Expenses:
Investigation, evaluation and exploration of
prospective mineral properties ................. -- -- -- -- 424,416
Loss on investment securities ...................... -- -- -- -- 28,302
General and administrative ......................... 27,914 100 124,839 7,602 795,788
Amortization and depreciation ................. -- -- -- -- 1,000
Interest expenses .................................. -- -- 67 -- 67
27,914 100 124,906 7,602 1,249,573
Income (Loss) before income taxes ....................... (27,914) (100) (124,906) (7,602) (1,188,365)
Income taxes ....................................... -- -- -- --
----------- ----------- -----------
(183)

Net loss before extraordinary item ...................... (27,914) $ (100) $ (124,906) $ (7,602) $(1,188,548)
Extraordinary item - debt settlement .................... -- -- -- 2,610

NET LOSS ................................................ $ (27,914) $ (100) $ (124,906) $ (7,602) $(1,185,938)

NET INCOME (LOSS) PER COMMON SHARE ...................... $ (0.01) $ -- $ (0.02) $ --
=========== ======= =========== =======
Weighted average number of shares outstanding ........... 4,620,336 4,420,366 4,584,2140 4,420,366
========= ========= ========== =========

See notes to unaudited condensed financial statements.

F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Period From Date of Inception ( January 7, 1982) Through September 30, 1997

Additional
Common Stock Common Stock Paid-In Accumulated
Shares Amount Capital Deficit

Issuance of common stock to incorporators
<S> <C> <C> <C> <C>
for cash - 1992 ................................ 15,000,000 $ 1,500 $ 28,500 --
Change in number of shares issued to
incorporators and price per share - 1983 ....... 2,142,857 214 (214) --
Issuance of common stock for cash - 1983 ......... 14,285,715 1,429 23,571 --
Public stock offering for cash, net of $111,627
in underwriting expenses - 1984 ................ 49,500,000 4,950 378,423 --
Sale of warrants ................................. -- -- 100 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1994 .... -- -- -- (442,883)
---------- ----------- ---------- ------------

Balance December 31, 1994 ........................ 80,928,572 8,093 430,380 (442,883)
----------- ----------- ----------- ------------

Reverse stock split, 1 for 1.500 in 1995 ......... (80,874,160) (8,088) 8,088 --
Issuance of shares for no determinable
consideration - 1995 ............................ 76,667 8 (8) --
Issuance of shares for cash - 1995 ............... 904,722 90 108,160 --
Issuance of shares for services - 1995 ........... 1,459,921 146 145,846 --
Issuance of shares for assets - 1995 ............. 1,698,114 170 169,641 --
Issuance of shares for debt - 1995 ............... 226,500 23 22,627 --
Results of operations year ended December 31, 1995 -- -- -- (318,514)
-------------- ----------- ----------- ------------

Balance December 31, 1995 ........................ 4,420,336 442 884,734 (761,397)
--------- --- ------- ---------

Issuance of shares for costs of proposed merger .. 100,000 10 29,990 --
Results of operations year ended December 31, 1996 -- -- -- (299,635)
-------- -------- ------- ----------
Balance December 31, 1996 ........................ 4,520,336 452 914,724 (1,061,032)
--------- --- ------- ----------

Issuance of shares for services - 1997 .............. 100,000 10 71,990 --
Results of operations nine months ended Sept 30, 1997 -- -- -- (124,906)

Balance September 30, 1997 .......................... 4,620,336 $ 462 $ 986,714 $(1,185,938)
========= =========== =========== ===========

See notes to unaudited condensed financial statements.

F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
UNAUDITED STATEMENT OF CASH FLOWS
Nine Months Ended September 30, 1997 and September 30, 1996
Period From Date of Inception ( January 7, 1982) Through September 30, 1997

Inception
Nine Nine Through
Months Months September 30,
1997 1996 1997
------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S> <C> <C> <C>
Net (Loss) .................................... $ (124,906) $ (7,602) $(1,185,938)

Adjustments to reconcile net (loss)
to net cash used by operating activities:

Increase (decrease) in accrued liabilities 52,982 1,584 340,272
Services paid with common stock ........... 72,000 -- 247,992
Common stock issued for debt .............. -- -- 22,650
Loss due to permanent decline in investment -- -- 28,302

Total Adjustments ............................... 122,982 1,584 639,216
----------- -----------

Net cash (used) by operating activities ....... 76 (6,018) (546,722)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Capital contributions by incorporators ........ -- -- 55,000
Proceeds from public stock offering ........... -- -- 383,473
Issuance of common stock for cash ............. -- -- 108,249

Net cash provided by financing activities ..... -- -- 546,722
----------- ----------- -----------
Net increase (decrease) in cash ............... 76 (6,018) --

Cash, beginning ............................... (76) 6,056 --

Cash, ending .................................. $ -- $ 38 $ --
=========== =========== ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for services ..... $ -- $ -- $ 247,992
=========== =========== ===========

Issuance of common stock for debt ......... $ -- $ -- $ 22,650
=========== =========== ===========

Issuance of common stock for investments .. $ -- $ -- $ 169,812
=========== ========== ==========

Investments exchanged for debt settlements $ -- $ -- $ 141,510
=========== =========== ==========

See notes to unaudited condensed financial statements.

F-4
</TABLE>
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1997

NOTE 1: Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should therefore, be read in conjunction with the
Company's Annual Report to Shareholders on Form 10-KSB for fiscal year ended
December 31, 1996.

In management's opinion, the accompanying unaudited condensed financial
statements contain all adjustments, consisting only of normal recurring
adjustments necessary for a fair statement of the results for the interim
periods presented. The interim operation results are not necessarily indicative
of the results for the fiscal year ending December 31, 1997.

NOTE 2: Common Stock Transaction

On April 9, 1997, the Company issued 100,000 shares of the Company's common
stock to a consultant for services rendered. The stock was valued at $72,000
based on the average of the bid and ask prices on the date of the corporate
resolution authorizing issuance of the shares.

NOTE 3: Additional footnotes included by reference

Except as indicated in the footnotes above there has been no other material
change in the information disclosed in the notes to the financial statements
included in the Company Annual Report on Form 10-KSB for the year ended December
31, 1996. Therefore those footnotes are included herein by reference.

NOTE 4: Subsequent Events

On October 30, 1997 the ownership of the Company changed as the Company issued,
via its wholly owned subsidiary Saxx Capital of Utah, Inc., a Utah corporation,
a total of 144,500,000 shares of common stock to Saxx Capital, Inc., an Ontario,
Canada Corporation ("Saxx"), in exchange for all of the issued and outstanding
equity of Saxx. On October 24, 1997, the Company issued 17,000,000 shares of its
common stock to three employees and consultants of the Company as compensation
for services rendered to the Company. Canton Financial Services Corporation has
performed ongoing various services for the Company for which the Company owed
CFSC $189,894. In exchange for the full discharge of this debt and for CFSC
discharging all other outstanding liabilities of the Company, the Company issued
to CFSC 3,849,664 shares of its common stock on October 27, 1997.
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company has not had revenues from operations in either of the last two
fiscal years. Since the filing of the its last Form 10-QSB for the quarter ended
June 30, 1997, the Company had been searching for viable merger or acquisition
candidates. Pursuant to a Reorganization Agreement dated October 30, 1997, which
is attached hereto as Exhibit A and incorporated herein by this reference, the
Company acquired Saxx Capital, Inc., an Ontario, Canada corporation ("Saxx"), by
and through its wholly owned subsidiary Saxx Capital of Utah, Inc., a Utah
corporation ("Saxx of Utah"). Unless otherwise indicated, the term "Company"
hereinafter refers to Eurotronics Holdings, Incorporated and its current
subsidiary Saxx of Utah. As the Company lacked any significant cash flow or
assets to attract Saxx, the Company acquired Saxx by issuing it a quantity of
shares equal to 85% ownership of issued and outstanding shares of Common Stock
as consideration for 100 percent of Saxx's outstanding equity. For more
information on this merger, please see Item 5 below.

The Company's pursuit of profit and active operations is now expected to be
conducted through Saxx. To allow Saxx the utmost flexibility, the Company's
previous directors appointed new officers and directors who will represent
Saxx's operations. See Item 5 below for more information on the change in the
Company's control.

Saxx is involved in various stages of several real estate transactions,
involving commercial and resort properties. While it is a goal of Saxx and the
Company to consummate real estate transactions of this nature, no assurances can
be given that the Company or Saxx will ever be capable of consummating any such
acquisitions. The Company hopes that the development of this Saxx's business
endeavors will generate positive cash flows and profits for the Company,
although no such assurances can be given.

Many corporate obligations have previously been satisfied through the
issuance of shares of its common stock, thus allowing the Company to avoid
expending its severely limited cash flows. The Company hopes to discontinue this
payment practice, but no such assurances can be given that will be possible.

The Company does not currently have any full or part time employees, aside
from its officers and directors. The Company is substantially dependent upon the
services of its officers and directors, who have no formal compensation
arrangements with the Company.
<PAGE>
PART II

ITEM 5. OTHER INFORMATION

Change in Control of Registrant & Acquisition of Assets
Subsequent to the quarter ended September 30, 1997, and pursuant to the
October 30, 1997 Reorganization Agreement, attached hereto as Exhibit A and
incorporated by reference, with Saxx Capital, Inc., a corporation organized
under the laws of Ontario, Canada ("Saxx"), and the Company's wholly owned
subsidiary, Saxx Capital of Utah, Inc., a Utah corporation ("Saxx Utah"),
shareholder and managerial control of the Company changed. On October 30, 1997,
the Company's directors appointed Terrence M. Rodrigues, Anne Moxon, and Norman
Isaak as new directors and the Company's new president, secretary and treasurer,
respectively. Immediately upon the acceptance of these appointments, Melvin
Fields, Joe Betras and Gerald Curtis resigned from their respective positions as
president and director, secretary and director, and director.

In consideration for 100% of Saxx's equity being transferred to Saxx Utah,
the Company issued 144,500,000 restricted shares of Common Stock to Saxx via
Saxx Utah, which amount equals 85% of the now issued and outstanding Common
Stock and which amount was determined by the Company's board of directors to be
fair consideration. This transaction was structured as a triangular merger
whereby Saxx Utah merged with and was acquired by Saxx, resulting in Saxx
becoming a wholly owned subsidiary of the Company. Saxx also paid a consulting
fee of $150,000 to Park Street Investments, Inc., A-Z Professional Consultants,
Inc., and Melvin Fields (the Company's then president and one of its directors)
who introduced and negotiated the merger on behalf of the Company. See Exhibits
B, C, D and E for the agreements describing and supporting these relationships.

The Company knows of no arrangement, the operation of which may at a
subsequent time result in a change of its control.

Reverse Stock Split
On October 31, 1997, the Company's board of directors unanimously approved
and authorized a 1-for-510 reverse stock split of the Company's issued and
outstanding Common Stock. The effective date of such stock split if before the
opening of trading on November 17, 1997. The reverse split will not alter the
number of shares of the Company's common stock authorized for issuance; it will
simply reduce the number of shares issued and outstanding. The board of
directors believes that the total number of shares of the Company's Common Stock
outstanding (170,000,000 shares as of November 13, 1997) is disproportionately
large in relation to the Company's level of sales, net income and net worth.
Additionally, the Company's Common Stock has had a low market value per share in
recent months, which in the opinion of the board of directors, tends to reduce
shareholder interest in the Company.

Financial Statements
The Company intends on submitting the financial statements required by Item
7 of Form 8-K relating to the Company's acquisition of Saxx on or before January
12, 1998, which date is 60 days after this disclosure was required to be filed.

Material Issuances of Common Stock
In addition to the issuance of common stock to Saxx described above, the
Company issued other material quantities of its common stock subsequent to the
quarter ended September 30, 1997. On October 30, 1997, the Company issued
17,000,000 shares of its common stock pursuant to a Form S-8 registration
statement filed with the Securities and Exchange Commission on October 30, 1997,
to three employees and consultants of the Company as compensation for services
rendered to the Company. See Exhibits B, C, D and E for the agreements
describing and supporting these relationships. Canton Financial Services
Corporation, a Nevada corporation ("CFSC"), has performed ongoing various
services for the Company for which the Company owed CFSC $189,894. In exchange
for the full discharge of this debt and for CFSC discharging all other
outstanding liabilities of the Company, the Company issued to CFSC 3,849,664
shares of its common stock on October 30, 1997. The services of CFSC were
terminated by the Company upon the execution of the merger.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits beginning on page 7 of this
Form 10-QSB, which is incorporated herein by reference.

(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the fiscal quarter ended September 30, 1997. Although certain
events have transpired since September 30, 1997 which required the
filing of a Form 8-K, such events have been disclosed herein rather
than a Form 8-K.
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 13th day of November 1997.

Eurotronics Holdings Incorporated

/s/ Anne Moxon, Secretary
Anne Moxon, Secretary
<PAGE>
INDEX TO EXHIBITS

EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT

2 8 October 30, 1997 Reorganization Agreement by
and among the Company, Saxx Capital, Inc., an
Ontario, Canada corporation, and the Company's
wholly owned subsidiary, Saxx Capital of Utah,
Inc., a Utah corporation.

10(1) 13 October 30, 1997 Consulting Agreement by and
between the Company and Park Street
Investments, Inc.

10(2) 18 October 30, 1997 Consulting Agreement by and
between the Company and Melvin Fields.

10(3) 22 October 30, 1997 Consulting Agreement by and
between the Company and Canton Financial
Services Corporation.

10(4) 27 Escrow Agreement of October 27, 1997 by and
among the Company, Saxx Capital, Inc., Melvin
Fields, Park Street Investments, Inc. and A-Z
Professional Consultants, Inc.

REORGANIZATION AGREEMENT

THIS REORGANIZATION AGREEMENT entered into this 30th day of October 1997
by, between and among Eurotronics Holdings Incorporated ("Eurotronics"), a Utah
corporation, Saxx Capital Holdings, Inc. ("Saxx Holdings") an Ontario, Canada
Corporation that is a wholly-owned subsidiary of Eurotronics and Saxx Capital,
Inc., an Ontario, Canada Corporation ("Saxx").

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:

1. Merger. Eurotronics agrees to cause to be organized, Saxx Holdings as an
Ontario, Canada corporation and its wholly-owned subsidiary, all for the
purpose and to the extent deemed necessary by Eurotronics to permit Saxx
Holdings to execute an acceptance of the terms of this Agreement
pertaining to the merger of Saxx Holdings with and into Saxx as the
surviving corporation, and the form of plan of merger attached to this
Agreement (Exhibit "A"). At such time as Saxx Holdings has been organized
and is, in the opinion of Eurotronics, permitted by law to execute an
acceptance of this Agreement, the board of directors of Saxx Holdings
shall adopt resolutions authorizing the execution and delivery of such
acceptance and the plan of merger, and approving the transactions
contemplated thereby. On adoption of such resolutions and in consideration
of the execution and delivery of this Agreement by Saxx, Saxx Holdings
shall execute and deliver to Eurotronics duplicate copies of the
acceptance of this Agreement and plan of merger. Saxx shall survive the
merger with Saxx Holdings and become a wholly-owned subsidiary of
Eurotronics.

2. Exchange of Shares. Pursuant to this Agreement, 100% of the Saxx common
stock outstanding shall be exchanged and converted into 144,500,000 shares
of Eurotronics common stock (the "Exchanged Stock") on the date of Closing
as defined in Section (10) ( "Closing"). After Closing, the owners of the
Saxx common stock shall, on surrender to Eurotronics or its Escrow agent
of the certificate or certificates representing the Saxx common stock, be
entitled to receive a certificate or certificates evidencing shares of the
Exchanged Stock as provided herein. At Closing, all previously issued
shares of common stock of Saxx shall be canceled, and all rights in
respect thereof shall cease. The shares of Exchanged Stock issued pursuant
to this Section 2 and the merger shall be, when issued, legally issued,
fully paid, and non-assessable. The merger shall become effective at the
time articles of merger are filed with the Secretary of State of the state
of Utah and/or Ontario, Canada, and shall have the effect set forth in the
corporation law of the state of Utah and/or Ontario, Canada. As the
surviving corporation, Saxx may take any action in the name and on behalf
of either Saxx Holdings or Saxx in order to carry out and effectuate the
transactions contemplated by this Agreement.

a. The directors and officers of Saxx immediately prior to the merger will
remain the directors and officers of Saxx after the merger.

b. The Articles of Incorporation of Saxx in effect immediately prior to
the merger will remain the Articles of Incorporation after the merger,
without any modification or amendment as a result of the merger.

c. The Bylaws of Saxx in effect immediately prior to the merger will
remain the Bylaws after the merger, without any modification or
amendment as a result of the merger.

3. Warranties and Representations of Saxx In order to induce Eurotronics to
enter into the Agreement and to complete the transaction contemplated
hereby, Saxx warrants and represent to Eurotronics that:

a. Organization and Standing. Saxx is a corporation duly organized,
validly existing and in good standing under the laws of Ontario,
Canada, is qualified to do business with a foreign corporation in every
other state or jurisdiction in which it operates to the extent required
by the laws of such states and jurisdictions, and has full power and
authority to carry on its business as now conducted and to own and
operate its assets, properties and business. Attached hereto as Exhibit
"B" are true and correct copies of Saxx's Certificate of Incorporation,
Amendments thereto and all current By-laws. No changes thereto will be
made in any of the Exhibit "B" documents before Closing.
<PAGE>
b. Capitalization. As of Closing, Saxx's entire authorized equity capital
consists of ______________ shares of Common Stock, of which
____________ shares of Common Stock will be outstanding as of the
Closing. As of Closing, there will be no other voting or equity
securities authorized or issued, nor any authorized or issued
securities convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights, commitments or
agreements by which Saxx is bound, calling for the issuance of any
additional shares of Common Stock of any other voting or equity
security. The Saxx Common Shares constitute 100% of the equity capital
of Saxx, which includes, inter alia, 100% of Saxx's voting power, right
to receive dividends, when, and if declared and paid, and the right to
receive the proceeds of liquidation attributable to common stock, if
any.

c. Ownership of Saxx Shares As of the date hereof, the owners of the Saxx
stock are the true owners of the Saxx Common Shares, free and clear of
all liens, encumbrances and restrictions of any nature whatsoever,
except by reason of the fact that the Saxx Common Shares will not have
been registered under the 1933 Act, or any applicable State Securities
Laws.

d. Taxes. Saxx has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental
agencies and has paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not have a
material adverse effect on Saxx.

e. Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial,
pending or threatened, against or affecting Saxx, that arise out of
their operation of Saxx, except as described in Exhibit "C" attached
hereto. Saxx is not knowingly in violation of any Federal or State law,
material ordinance or regulation of any kind whatever, including, but
not limited to laws, rules and regulations governing the sale of its
products, services or securities.

f. Corporate Records. All of Saxx's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and
reflect accurately and fairly the conduct of its business in all
material respects since its date of incorporation.

4. Warranties and Representations of Eurotronics. In order to induce Saxx to
enter into this Agreement and to complete the transaction contemplated
hereby, Eurotronics warrants and represents to Saxx that:

a. Organization and Standing. Eurotronics is a corporation duly organized,
validly existing and in good standing under the laws of Utah, is
qualified to do business as a foreign corporation in every other state
in which it operates to the extent required by the laws of such states,
and has full power and authority to carry on its business as now
conducted and to own and operate its assets, properties and business.

b. Capitalization. Eurotronics' entire authorized equity capital consists
of 200,000,000 shares of voting Common Stock, 0.0001 par value. As of
the Closing, Eurotronics shall have a total of 25,500,000 shares of its
Common Stock issued and outstanding. After giving effect to the
144,500,000 shares of restricted stock issued to Saxx pursuant to the
Reorganization, there will be a total of 170,000,000 shares of
Eurotronics issued and outstanding. Upon such issuance, all of the
Eurotronics Common Stock will be validly issued fully paid and
non-assessable. The relative rights and preferences of Eurotronics'
equity securities are set forth in Eurotronics' Articles of
Incorporation and By-laws, as amended (Exhibit "G"). There are no
voting or equity securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights,
commitments or agreements by which Eurotronics is bound, calling for
the issuance of any additional shares of Common Stock or any other
voting or equity security. Accordingly, as of the Closing the
144,500,000 shares being issued to Saxx will constitute approximately
85% of the total outstanding shares of Eurotronics, which includes
inter alia, that same percentage of Eurotronics' voting power, right to
receive dividends, when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to Common Stock, if
any.

c. Taxes. At or before Closing, Eurotronics will have filed all federal,
state and local income or other tax returns and reports that it is
required to file with all governmental agencies and has paid all taxes
as shown on such returns. All of such returns are true and complete.

d. Pending Actions. To the best of Eurotronics' knowledge, there are no
legal actions, lawsuits, proceedings of investigations, either
administrative of judicial, pending or threatened against Eurotronics,
or against any of Eurotronics' officers or directors and arising out of
their operation of Eurotronics. Eurotronics is not an investment
company as defined in or otherwise subject to regulation under, the
Investment Company Act of 1940.
<PAGE>
e. Corporate Records. All of Eurotronics' books and records, including
without limitation, its book of account, corporate records, minute
book, stock certificate books and other records are up-to-date,
complete and reflect accurately and fairly the conduct of its business
in all respects since its date of incorporation: Upon request all of
said books and records will be delivered to Saxx.

f. Financial Statements. At or before the Closing, Eurotronics will
provide Saxx with audited financial statements through year end
December 31, 1996. Such audited financial statements shall be prepared
in accordance with U.S. GAAP by independent certified public
accountants with substantial SEC experience.

g. Financial Condition. As of the Closing, Eurotronics will have no assets
or liabilities.

5. No Misleading Statements or Omissions. Neither this Agreement nor any
Exhibit, or Schedule of Documents attached hereto or presented to
Eurotronics and Saxx Holdings by Saxx or to Saxx by Eurotronics and Saxx
Holdings in connection herewith, contains any materially misleading
statement, or omits any fact of statement necessary to make the other
statements or facts therein set forth not materially misleading.

6. Validity of this Agreement. By Closing, all corporate and other
proceedings required to be taken by Saxx, Saxx Holdings and Eurotronics in
order to enter into and to carry out this Agreement will have been duly
and properly taken. This Agreement has been duly executed by Saxx, Saxx
Holdings and Eurotronics constitutes the valid and binding obligation of
each of them, except to the extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to or
effecting generally the enforcement of creditors rights. The execution and
delivery of this Agreement and the carrying out of its purposes will not
result in the breach of any of the terms or conditions of, or constitute a
default under or violate the parties Certificate of Incorporation or
document of undertaking, oral or written, to which the parties are a party
to or is bound or may be affected by, nor will such execution, delivery
and carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental body; and
the business now conducted by the parties can continue to be so conducted
after completion of the transaction contemplated hereby, with Saxx as a
wholly-owned subsidiary of the corporation resulting from the
reorganization between Eurotronics and Saxx.

7. Enforceability of this Agreement. When duly executed and delivered, this
Agreement and the Exhibits hereto which are incorporated herein and made a
part hereof are legal, valid, and enforceable by the parties hereto.
according to their terms, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws relating
to or effecting generally the enforcement of creditors rights.

8. Access to Books and Records. Saxx, Saxx Holdings and Eurotronics agree to
provide full and free access to eachother's respective corporate books
during the course of this transaction prior to Closing, during regular
business hours.

9. Indemnification. All representations, warranties, covenants and agreements
made herein and in the exhibits attached hereto shall survive the
execution and delivery of this Agreement and payment pursuant thereto. The
officers and directors of the parties hereto hereby agree, jointly and
severally, to indemnify, defend, and hold eachother harmless from and
against any damage, loss liability, or expense (including, without
limitation, reasonable expenses of investigation and reasonable attorney's
fees) arising out of any material breach of any representation, warranty,
covenant, or agreement made by the officers and directors of the parties
to this Agreement.

10. Restricted Shares; Legend. All of the Eurotronics Common Shares issued to
Saxx hereunder will be "restricted securities" as defined in Rule 144
under the 1933 Act; and each stock certificate issued to Saxx hereunder
will bear the usual restrictive legend to such effect. Appropriate Stop
Transfer instructions will be given to Eurotronics' stock transfer agent.

11. Termination. This Agreement may be terminated at any time before or; at
Closing, by:

a. The mutual agreement of the parties;

b. Any party if:

i. Any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished.
<PAGE>

ii. Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of this Agreement.

c. Upon termination of this Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party
shall bear all costs and expenses as each party has incurred and no
party shall be liable to the other.

12. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as it they were set forth in entirety.

13. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may this Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.

14. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at 1:00 P.M. on the day after all parties
have supplied the required documents and obtained the required
approvals as discussed herein except that Saxx shall have until 60 days
from the date of this Agreement to obtain the financial statements as
discussed herein. Closing shall take place at the offices of 268 West
400 South, Salt Lake City, Utah 84101 or such other date and place as
the parties hereto shall agree upon. At the Closing, all of the
documents and items referred to herein shall be exchanged.

15. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah.

16. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together
shall constitute on and the same binding Agreement, with one
counterpart being delivered to each party hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.

Eurotronics Holdings Incorporated Saxx Capital, Inc.

By: /s/ Melvin Fields By: /s/ Anne Moxon
Melvin Fields, President Anne Moxon, Secretary

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made effective this 30th day of
October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 1130 John Anderson Drive, Ormand Beach,
Florida 32176 ("Eurotronics"), and Park Street Investments, Inc., a financial
consulting firm with principal offices at 2133 East 9400 South, Suite 151, Salt
Lake City, Utah 84093 ("Consultant").

PREMISES

WHEREAS, Consultant has served as a consultant and advisor to Eurotronics,
advising Eurotronics with respect to matters including, but not limited to,
recapitalizations, mergers and acquisitions and general corporate problem
solving;

WHEREAS, Consultant has prospected for, and located, a business opportunity
on behalf of Eurotronics which both parties believe to be in the best interest
of Eurotronics;

WHEREAS, Eurotronics wishes to fully compensate Consultant for services
Consultant has performed in advising Eurotronics with respect to finding such
business opportunity and in negotiating an agreement of merger on Eurotronics'
behalf;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Consultant agree as follows:

1. Services Performed. The parties hereby acknowledge that Consultant has
provided valuable services to Eurotronics including, but not limited to: (a)
finding a viable private company interested in combining with Eurotronics; (b)
negotiating on Eurotronics' behalf the key terms of merger with the private
company; and (c) preparing an Agreement for Merger pursuant to which the
business combination will occur.

2. Compensation. As consideration for services that have been performed by
Consultant, Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Consultant. Consultant shall not be entitled to additional compensation for any
merger, acquisition, reorganization, agreement or other transaction that
Eurotronics may enter into as a direct or indirect result of services performed
by Consultant through the date of this Agreement.

3. Confidential Information. Consultant agrees that certain information that may
have been disclosed or discovered by Consultant during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Consultant further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:

A. Non-public financial information, accounting information, plans of
operations, and information related to possible mergers or
acquisitions prior to any public announcement;

B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;

C. Proprietary technology, licenses and patents;

D. Sketches, plans, drawings and other confidential research and
development data;
<PAGE>
E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would have
reason to believe is confidential.

4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.

5. Release. Consultant hereby agrees that the compensation to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement, as well as all past consulting services performed on behalf of
Eurotronics by Consultant. Consultant hereby releases Eurotronics from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.

6. Miscellaneous

A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties.

B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.

C. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless such waiver is made in writing.
No consent, waiver or excuse by either party, express or implied, shall
constitute a subsequent consent, waiver or excuse.

D. Assignment:

(i) The rights and obligations under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of
each of the parties. Neither party shall have the right to
transfer or assign this Agreement without the prior written
consent of the other party.

(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their
successors, any rights or remedies under this Agreement.

E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and may be given by personal delivery
or by mail, registered or certified, return receipt requested, or by
overnight delivery service, or via facsimile (fax) transmission. Mailed
notices shall be addressed to the parties at the addresses appearing
herein, but each party may change its address by written notice in
accordance with this paragraph. Notices delivered personally shall be
deemed to be properly served as of the time of actual delivery; mailed
or otherwise transmitted notices shall be deemed properly served upon
receipt.

(i) In the case of Eurotronics to:

Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)

(ii)In the Case of Consultant to:

Park Street Investments, Inc.
2133 East 9400 South, Suite 151
Sandy, Utah 84093
(801) 944-0701
(801) 944-0715 (fax)
or to such other person or address designated in writing to receive
notice.
<PAGE>
F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.

H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the
State of Utah, without regard to its law on the conflict of laws. Any
dispute arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, State of Utah. The parties
exclude any and all statutes, laws and treaties which would allow or
require any dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.

I. Arbitration. Any dispute arising under this Agreement shall be resolved
through a mediation-arbitration approach. The parties agree to mutually
select a neutral third party to help them mediate any dispute. If the
mediation is unsuccessful, the parties agree that the dispute shall be
decided by binding arbitration in accordance with the rules of the
American Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State of Utah.

J. Attorney's Fees. If any action at law or in equity, including an action
for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to
recover actual attorney's fees, court costs, and other costs incurred
in proceeding with the action from the other party. The attorney's
fees, court costs or other costs, may be ordered by the court in its
decision of any action described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by in-house
counsel, all parties agree that party may recover attorney's fees
incurred by that in-house counsel in an amount equal to that attorney's
normal fees for similar matters, or, should that attorney not normally
charge a fee, by the prevailing rate charged by attorneys with similar
background in that legal community.

K. Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transactions described herein.

L. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their appropriate successors, any rights or remedies under
or by reason of this Agreement, unless this Agreement specifically
states such intent.

M. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.

IN WITNESS WHEREOF, this Agreement was duly executed this 30th day of
October 1997.

Eurotronics Holdings Incorporated Park Street Investments, Inc.

/s/ Melvin Fields /s/ Ken Kurtz
By: Melvin Fields, President By: Ken Kurtz, President

EXECUTIVE COMPENSATION AGREEMENT

This Executive Compensation Agreement ("Agreement") is made effective this
30th day of October 1997 by and between Eurotronics Holdings Incorporated, a
Utah corporation with principal offices at 1130 John Anderson Drive, Ormand
Beach, Florida 32176 ("Eurotronics"), and Melvin Fields, the Company's president
and director ("Executive").

PREMISES

WHEREAS, Executive has served as the Company's president and director for
approximately the past six months;

WHEREAS, Executive has not received any compensation for his services as
president and director;

WHEREAS, Eurotronics wishes to fully compensate Executive for services
Executive has performed and believes that issuing stock to Executive is the
most appropriate method to do so;

AGREEMENT

1. Services Performed. The parties hereby acknowledge that Executive has
provided valuable services including conducting the day to day management of the
Company, providing long-term business planning for the Company, and having
responsibility to conduct due diligence with respect to a planned merger of the
Company.

2. Compensation. As consideration for services that have been performed by
Executive, Eurotronics shall issue to Executive one million seven hundred
thousand (1,700,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Executive.

3. Confidential Information. Executive agrees that certain information that may
have been disclosed or discovered by Executive during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Executive hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Executive further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:

A. Non-public financial information, accounting information, plans of
operations, and information related to possible mergers or
acquisitions prior to any public announcement;

B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;

C. Proprietary technology, licenses and patents;

D. Sketches, plans, drawings and other confidential research and
development data;

E. Any other information that Executive knows is confidential or that
a reasonable person in the position of Executive would have reason
to believe is confidential.

5. Release. Executive hereby agrees that the compensation to be provided
hereunder constitutes full settlement of any claims Executive may have to unpaid
compensation for previously performed services.

6. Miscellaneous

A. Authority. The execution and performance of this Agreement have
been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of the
parties.

B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.

C. Waiver. No term of this Agreement shall be considered waived and
no breach excused by either party unless such waiver is made in
writing. No consent, waiver or excuse by either party, express or
implied, shall constitute a subsequent consent, waiver or excuse.

D. Assignment:

(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their
successors, any rights or remedies under this Agreement.

(i) In the case of Eurotronics to:

Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)

(ii)In the Case of Executive to:

Melvin Fields c/o Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)

or to such other person or address designated in writing to receive
notice.

F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.

G. Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
<PAGE>
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the
State of Utah, without regard to its law on the conflict of laws. Any
dispute arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, State of Utah. The parties
exclude any and all statutes, laws and treaties which would allow or
require any dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.

IN WITNESS WHEREOF, this Agreement was duly executed this 30th day of
October 1997.

Eurotronics Holdings Incorporated Executive

/s/ Gerald Curtis /s/ Melvin Fields
By: Gerald Curtis, Director Melvin Fields

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made effective this 30th day of
October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 1130 John Anderson Drive, Ormand Beach,
Florida 32176 ("Eurotronics"), and Canton Financial Services Corporation, a
financial consulting firm with principal offices at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101 ("Consultant").

PREMISES

WHEREAS, Consultant has prospected for, and located, a business opportunity
on behalf of Eurotronics which both parties believe to be in the best interest
of Eurotronics;

AGREEMENT

A. Non-public financial information, accounting information, plans of
operations, and information related to possible mergers or
acquisitions prior to any public announcement;

B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;

C. Proprietary technology, licenses and patents;

D. Sketches, plans, drawings and other confidential research and
development data;

E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would have
reason to believe is confidential.
<PAGE>

6. Miscellaneous

A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties.

B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.

D. Assignment:

(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their
successors, any rights or remedies under this Agreement.

(i) In the case of Eurotronics to:

Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)

(ii)In the Case of Consultant to:

Canton Financial Services Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
(801) 575-8092 (fax)

or to such other person or address designated in writing to receive
notice.
<PAGE>
F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.

IN WITNESS WHEREOF, this Agreement was duly executed this 30th day of
October 1997.

Eurotronics Holdings Incorporated Canton Financial Services Corporation

/s/ Melvin Fields /s/ Richard Surber
By: Melvin Fields, President By: Richard Surber, President

ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Agreement") is made and entered into this 27th day
of October, 1997, by and between Eurotronics Holdings, Incorporated, a Utah
corporation ("Company"), Saxx Capital, Inc., an Ontario, Canada corporation
("Saxx Capital, Inc."), Melvin Fields, an individual ("Fields"), Park Street
Investments, Inc., a Utah Corporation ("Park"), A-Z Professional Consultants,
Inc., a Utah Corporation ("A-Z")( Fields, Park and A-Z collectively referred to
hereinafter as "Consultants")and the law firm of Herb Jacobi, (the "Escrow
Agent") located at 8 West 38th Street 9th Floor, New York, New York, 10018.

Premises

The Company entered into a Reorganization Agreement dated October 30, 1997, with
Saxx Capital, Inc. whereby Saxx Capital, Inc. is to receive One Hundred Forty
Four Million Five Hundred Thousand (144,500,000) shares of the Company's common
stock, par value $0.001, ("Shares") in exchange for 100% of the total
outstanding shares of Saxx Capital, Inc. ("Saxx Capital, Inc. Stock"). Saxx
Capital, Inc. is further obligated to pay a consulting fee to Consultants in the
amount of $150,000. The Company, Saxx Capital, Inc. and Consultants wish to set
up an escrow for the Shares and monies due the Company and Consultants until all
sums owed by Saxx Capital, Inc. are paid in full and the other conditions of the
Reorganization are met.

Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1. The Company shall deliver to the Escrow Agent the Shares in the names
designated by Saxx Capital, Inc. After confirmation of receipt by Escrow
Agent of the Shares, Saxx Capital, Inc. shall deposit $100,000 in certified
funds with Escrow Agent who will immediately disperse the funds to
Consultants as follows i) $62,500 to A-Z ii) $27,500 to Park iii) $10,000
to Fields.

2. Within 30 days, Saxx Capital, Inc. shall make an additional cash deposit of
$50,000 in certified funds with Escrow Agent who will immediately disperse
the funds to Consultants as follows i) $22,500 to A-Z Professional
Consultants, Inc.; ii) $22,550 to Park Street Investments, Inc.; iii)
$5,000 to Melvin Fields. For any amounts not deposited with Escrow Agent
and dispersed to Consultants beyond 30 days, Saxx Capital, Inc. shall be
obligated to pay Consultants a late fee of 10% per month of the
undeposited/undispersed amount plus any collection fees.

3. If after 90 days there remains any unpaid amounts due Consultants, or
Escrow Agent has not received written notice by both the Company and Saxx
Capital, Inc. that the terms of the Reorganization Agreement have been met,
then the Shares shall be immediately returned to the Company.

4. Notwithstanding item (3) above, upon receipt by Consultants of the entire
$150,000 plus any late fees and upon written notice by both the Company and
Saxx Capital, Inc. that the terms of the Reorganization Agreement have been
met, Escrow Agent shall release the Shares to Saxx Capital, Inc..

6. This Agreement shall continue until February 10, 1998, and for up to two
consecutive 10 day periods thereafter on the request of the Company.

7. Those Shares deposited shall remain the property of the Company and shall
not be subject to any lien or charges by the Escrow Agent, or judgments or
creditors' claims against Saxx Capital, Inc. until released in the manner
herein provided.

8. It is understood and agreed that the duties of the Escrow Agent are
entirely ministerial being limited to receiving monies from the Saxx
Capital, Inc. and Shares from the Company holding and disbursing such
monies and Shares in accordance with this Agreement.

9. The Escrow Agent is not a party to, and is not bound by, any agreement
between the Company and Saxx Capital, Inc. except as may be evidenced by or
arise out of the foregoing instructions.

10. The Escrow Agent acts hereunder as a depository only, and is not
responsible or liable in any manner whatsoever for the sufficiency,
correctness, genuineness, or validity of any instrument deposited with it,
or with respect to the form or execution of the same, or the identity,
authority, or rights of any person executing or depositing the same.
<PAGE>
11. The Escrow Agent shall not be required to take or be bound by notice of any
default of any person or to take any action with respect to such default
involving any expense or liability, unless notice in writing is given to an
officer of the Escrow Agent of such default by the undersigned or any of
them, and unless it is indemnified in a manner satisfactory to it against
any expense or liability arising therefrom.

12. The Escrow Agent shall not be liable for acting on any notice, request,
waiver, consent, receipt, or other paper or document believed by the Escrow
Agent to be genuine and to have been signed by the proper party or parties.

13. The Escrow Agent shall not be liable for any error of judgment or for any
act done or step taken or omitted by it in good faith, or for any mistake
of fact or law, or for anything which it may do or refrain from doing in
connection herewith, except its own willful misconduct.

14. The Escrow Agent shall not be answerable for default or misconduct of any
agent, attorney, or employee appointed by it if such agent, attorney, or
employee shall have been selected with reasonable care.

15. The Escrow Agent may consult with legal counsel in the event of any dispute
or question as to the construction of the foregoing instructions or the
Escrow Agent's duties hereunder, and the Escrow Agent shall incur no
liability and shall be fully protected in acting in accordance with the
opinion and instructions of such counsel.

16. In the event of any disagreement between the undersigned or any of them,
the person or persons named in the foregoing instructions, and/or any other
person, resulting in adverse claims and/or demands being made in connection
with or for any papers, money, or property involved herein or affected
hereby, the Escrow Agent shall be entitled at its option to refuse to
comply with any such claim, or demand so long as such disagreement shall
continue and, in so refusing, the Escrow Agent shall not be or become
liable to the undersigned or any of them or to any person named in the
foregoing instructions for the failure or refusal to comply with such
conflicting or adverse demands, and the Escrow Agent shall be entitled to
continue to so refrain and refuse to so act until:

(a) The rights of adverse claimants have been finally adjudicated in a
court assuming and having jurisdiction of the parties and the money,
papers, and property involved herein or affected hereby; and/or

(b) All differences shall have been adjusted by agreement and the Escrow
Agent shall have been notified thereof in writing signed by all of the
persons interested.

18. This Agreement contains the entire agreement among the parties with respect
to the subject matter hereof. This Agreement may not be amended,
supplemented or discharged, and no provision hereof may be modified or
waived, except by an instrument in writing signed by all of the parties
hereto. No waiver of any provision hereof by any party shall be deemed a
continuing waiver of any matter by such party.

19. This Agreement shall be binding upon and shall inure to the benefit of each
of the parties hereto, and their respective heirs, successors, permitted
assigns, distributees and legal representatives.

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

Eurotronics Holdings, Incorporated Saxx Capital, Inc.

/s/ Melvin Fields /s/ Anne Moxon
Melvin Fields Anne Moxon
President Secretary

Park Street Investments, Inc. A-Z Professional Consultants, Inc.

/s/ Ken Kurtz /s/ Richard Surber
Ken W. Kurtz Richard Surber
President President

Melvin Fields

/s/ Melvin Fields

Escrow Agent

Herb Jacobi (Escrow Agent) hereby acknowledges receipt of this Agreement
and agrees to act in accordance with said Agreement and on the terms and
conditions above set forth this 27th day of October

Herb Jacobi

By /s/ Herb Jacobi

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
SEPTEMBER 30, 1997 QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000734089
<NAME> EUROTRONICS HOLDINGS INCORPORATED
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 198,762
<BONDS> 0
0
0
<COMMON> 462
<OTHER-SE> (171,310)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,914
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31
<INCOME-PRETAX> (27,914)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,914)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,914)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)

</TABLE>