ZEROS & ONES INC, SC 14F1, 1999-07-23

ZEROS & ONES INC
SC 14F1, 1999-07-23
BLANK CHECKS

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<PAGE>

[LETTERHEAD]

TO OUR SHAREHOLDERS:

We are pleased to provide the enclosed Information Statement to the
holders of record of the common stock of Zeros & Ones, Inc. (the "Company")
as of July 30, 1999 in connection with the plans of reorganization, asset
purchase and exchange agreements (collectively, the "Agreements") that the
Company has entered into with Quantum Acts, a California corporation, Zeros &
Ones, Inc. a Delaware corporation, EKO Corporation, a Delaware corporation,
Polygonal Research Corporation, a Delaware corporation, Kidvision, Inc., a
Delaware corporation, Wood Ranch Technology Group, Inc., a Delaware
corporation, and the shareholders of those companies and of Pillar West
Entertainment, Inc., a California corporation (collectively, the "Acquired
Companies"). The Agreements provided in part that, subject to the
satisfaction or waiver of certain conditions, Edward L. Torres will resign as
the sole director of the Company and that Robert Holtz, Steve Schklair and
Charles Overton will be appointed to serve as directors. If this change in
the Board occurs as contemplated, the Board of Directors of the Company will
consist of Messrs. Holtz, Schklair and Overton.

The Agreements resulted from many weeks of analysis and review of the
business plans of the Acquired Companies, and negotiation of the terms and
conditions of the eventual business combination of the Company and the
Acquired Companies. On July 7, 1999, effective as of July 1, 1999, the
Company and the Acquired Companies executed and closed revised Agreements
pursuant to which the Company acquired 100% of the Acquired Companies. The
Agreements provide for the existing management of the Acquired Companies to
assume the management control of and responsibility for the Company. Messrs.
Holtz, Schklair and Overton have already been appointed as the executive
offices of the Company and are managing it on a day to day basis.

After careful consideration of these and other factors, the Board of
Directors determined that the Agreements and the change in the Company's
Board of Directors contemplated by the Agreements were in the best interests
of the Company and its shareholders.

<PAGE>

The enclosed Information Statement describes the Agreements in more
detail and contains other important information, including information about
the current Board of Directors and the new designees. This Information
Statement is being provided to you pursuant to Rule 14f-1 under the
Securities Exchange Act of 1934. Please read it carefully. HOWEVER,
SHAREHOLDERS ARE NOT BEING ASKED TO VOTE ON ANY MATTER AT THIS TIME AND NO
PROXIES ARE BEING SOLICITED.

We would like to take this opportunity to thank our shareholders and
other constituents for their support and patience during the past year. We
wish the new members of the Board and management well in their efforts to
enhance the value of your Company.

ZEROS & ONES, INC.
BY: THE BOARD OF DIRECTORS

/s/ EDWARD L. TORRES
-----------------------------
Edward L. Torres, Chairman

July 31, 1999

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<PAGE>

Zeros & Ones, Inc.
39 East Walnut Street
Pasadena, California 91103

______________

INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934

NOTICE OF CHANGE IN THE MAJORITY OF DIRECTORS

July 31, 1999

______________

This Information Statement is being mailed on or about July 31, 1999 to
the holders of record of the Common Stock, par value $.001 per share, of
Zeros & Ones, Inc., a Nevada corporation (the "Company") as of the close of
business on July 30, 1999. This Information Statement is being furnished in
contemplation of a change in a majority of the members of the Company's Board
of Directors pursuant to a series of agreements (collectively, the
"Agreements") entered into as of July 1, 1999, by and among the Company,
Quantum Acts, Inc., EKO Corporation, Polyganol Research Corporation,
Kidvision, Inc., Wood Ranch Technology Group, Inc., Zeros & Ones, Inc. (a
Delaware corporation), and the shareholders of those corporations and of
Pillar West Entertainment, Inc. (collectively, the "Acquired Companies") as
well as Edward L. Torres, the current sole director of the Company ("Mr.
Torres" or the "Current Board"), and Mark J. Richardson, a prior principal
shareholder of the Company.

This Information Statement is required by Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder. You
are urged to read this Information Statement carefully. You are not,
however, required to take any action in connection with the Information
Statement. SHAREHOLDERS ARE NOT BEING ASKED TO VOTE ON ANY MATTERS AT THIS
TIME AND NO PROXIES ARE BEING SOLICITED BY THIS NOTICE.

The information contained in this Information Statement was prepared by
the Company except for information concerning the New Directors (as defined
below) which was furnished to the Company by the New Directors. The New
Directors assume no responsibility for the accuracy or completeness of the
information prepared by the Company.

THE AGREEMENTS

ACQUISITION AGREEMENTS. On July 7, 1999, effective as of July 1, 1999,
Commercial Labor Management, Inc., a Nevada corporation (now named Zeros &
Ones, Inc.), entered into a Plan of Reorganization and Asset Purchase
Agreement with Zeros & Ones, Inc., a Delaware corporation ("ZOI"), Robert
Holtz, Mark J. Richardson, and Edward L. Torres, and revised Plans of
Reorganization and Exchange Agreements with ZOI and (1) Quantum Arts, Inc., a
California corporation ("Quantum") and Steve Schklair, (2) EKO Corporation, a
Delaware corporation ("EKO"), and Robert Holtz, (3) Polyganol Research
Corporation, a Delaware corporation ("Polyganol"), Robert Holtz and Bernie
Butler-Smith, (4) KidVision, Inc., a Delaware corporation ("KidVision"), and
Charles Overton, and (5) Wood Ranch Technology Group, Inc., a Delaware
corporation ("Wood Ranch"), Robert Holtz, and William Burnsed. The Plans of
Reorganization are collectively referred to herein as the "Acquisition
Agreements." Quantum, EKO, Polyganol, KidVision and Wood Ranch are
collectively referred to herein as the "Subsidiaries." The Acquisition
Agreements, as well as the change of the Company's name from Commercial Labor
Management, Inc. to Zeros & Ones, Inc., were approved by the Current Board
and the Company's shareholders holding approximately 94.2% of the total
issued and outstanding stock of the Company. Copies of the Acquisition
Agreements are attached to this Information Statement as Exhibit A.

Pursuant to the Acquisition Agreements, the Company acquired 100% of the
assets of ZOI and 100% of the total issued and outstanding capital stock of
Quantum, EKO, Polyganol, KidVision and Wood Ranch, in exchange for the
issuance by the Company of a total of 3,050,000 new shares of the Company's
Common Stock to Robert Holtz (900,000 shares), Steve Schklair (850,000),
William Burnsed (500,000 shares), Charles Overton (500,000 shares) and Bernie
Butler Smith (300,000 shares). As part of the overall reorganization, the
Company has also agreed to and is making an exchange offer to the
shareholders of Pillar West Entertainment, Inc. ("PWE") pursuant to which the
Company seeks to acquire 100% of the total issued and outstanding capital
stock of PWE in consideration for the issuance to the shareholders of PWE of
(a) approximately 1,745,000 new shares of the Company's Common Stock, and (b)
approximately 320,000 warrants (the "Warrants") to purchase approximately
320,000 additional shares of the Company's Common Stock for a purchase price
of $3.00 per share, exercisable at any time until July 1, 2002. In
connection with the Acquisition Agreements and the overall reorganization of
the Company with ZOI, Quantum, EKO, Polyganol, KidVision, Wood Ranch and PWE,
the Company has the right, effective July 1, 1999, to issue up to an
additional 1,317,059 shares of the Company's Common Stock, resulting in a
total of 7,000,000 shares of the Company's Common Stock and approximately
320,000 Warrants outstanding upon the completion of the transaction.

Pursuant to the Acquisition Agreements, Mark J. Richardson and Edward L.
Torres, two principal shareholders of the Company, each agreed to surrender
to the Company for cancellation 1,850,000 shares of the Company's Common
Stock. Effective July 1, 1999, Edward L. Torres resigned as the President,
Chief Financial Officer and Secretary of the Company, and appointed Robert
Holtz as the Chief Executive Officer, Steve Schklair as the President and
Chief Financial Officer, and Charles Overton as the Secretary of the Company.
As soon as permitted under Section 14(f) of the Securities Exchange Act of
1934, as amended, Edward L. Torres will resign as the sole director of the
Company and has agreed to appoint Robert Holtz as Chairman of the Board of
Directors, and Steve Schklair and Charles Overton as additional directors of
the Company (collectively, the "New Directors"). The Company may add William
Burnsed and Bernie Butler Smith as directors of the Company at a later date.

Robert Holtz is indemnifying the Company against any liabilities of ZOI,
and the Company is not assuming any of ZOI's liabilities. Each of Quantum,
EKO, Polyganol, KidVision and Wood Ranch will continue to operate as separate
100% owned subsidiaries of the Company, while the Company plans to dissolve
PWE and acquire its assets after it completes the exchange offer for PWE's
outstanding capital stock. While the Company believes that it will achieve
exchanges for virtually all of the outstanding capital stock of PWE, there is
no assurance regarding the actual number of outstanding shares of PWE that
will be tendered to the Company in exchange for the Company's Common Stock.

Until July 1, 1999, Mr. Torres and Mr. Richardson, as co-plaintiffs with
the Company in the lawsuit against CNG Communications, Inc. and Paul Biship,
the sole shareholder of CNG Communications, Inc., for breach of contract and
fraud, have borne the expenses of the lawsuit. The lawsuit is being handled
by legal counsel for Mr. Torres, Mr. Richardson and the Company on a
contingent fee basis (i.e. generally one third of the recovery), plus
out-of-pocket expenses. Under the Acquisition Agreements, the Company has
agreed to begin bearing the out-of-pocket expenses of the lawsuit. The net
proceeds payable to the plaintiffs from the lawsuit, if any, will be
allocated 50% to the Company, 25% to Mr. Torres and 25% to Mr. Richardson.
There is no assurance that the Company will prevail in the lawsuit or receive
any recovery or award from the lawsuit.

Under the Acquisition Agreements, the Company has agreed to pay to Mr.
Richardson and Mr. Torres a total of $87,500 in cash, paid by issuance of a
promissory note in the principal amount of $87,500, dated July 1, 1999,
bearing simple interest at the rate of 10% per annum and payable principal
and accrued interest in full on or before July 31, 1999.

BUSINESS. The Company is engaged in the business of providing technical
consulting services to major technology developers, conducting e-commerce on
the the Internet, developing quality Websites, and creating core technologies
that other software and hardware developers can integrate into their own
products. Through its newly acquired wholly owned Subsidiaries, the Company
is also engaged in CD-ROM programming production and development, and
research and development of proprietary products for digital image
compression and three dimensional high definition television technology. In
1996, ZOI established a division called Studio Subzero to design and develop
Websites and multimedia content. In mid 1997, ZOI commenced licensing
Websuites-TM Technologies, and in 1998, it opened its FineItems.COM Website for
the sale of upscale products on the Internet. An agreement with Amazon.com,
Inc. in early 1999 is expected to enhance the e-commerce business of
FineItems.COM in the future.

Quantum is a media consulting and production company located in
Pasadena, California. Quantum specializes in digital asset development and
production for information and entertainment purposes. Quantum also has a
research and development program for three dimensional high definition
("3dHD") television technology. EKO is developing an Internet based
commerce oriented online service and virtual community for entertainment
professionals. KidVision plans to market the Kids Education Network
("K.E.N"), a portal Website, and to be a distributor of educational products
through its own mail order catalog. KidVision also plans to operate an
e-commerce catalog on the Kids Educational Network through which it will
distribute its educational products. Wood Ranch provides consulting services
for the building of television facilities and has designed the Company's
planned Advanced Media Production Center. Polygonal is the developer of an
image compression technology call Dynamic Polygonal Compression ("DPC").
Polygonal plans to manufacture products that utilize the DPC engine. The
Company is also currently in the process of entering into exchange agreements
with the shareholders of PWE. If successful, the Company will dissolve PWE
and absorb its assets. PWE is an independent production company that
develops and produces educational and entertaining children's programming for
the Internet and for television, including the Kids Educational Network. The
Company believes that by consolidating the technical experts of all these
companies, the Company will be in a unique position to create core
technologies and advance media services.

The executive offices of the Company are located at 39 East Walnut
Street, Pasadena, California 91103, and its telephone number is (626)
584-4040.

The Agreements resulted from many weeks of discussions with the
shareholders and management of the Acquired Companies. The Current Board
evaluated the business plans of the Acquired Companies and conducted due
diligence of their business and management.

After careful consideration of these and other factors, the Current
Board determined that the Agreements and the Board change were in the best
interests of the Company and its shareholders.

OUTSTANDING SHARES AND VOTING RIGHTS

As of July 30, 1999, the Company had outstanding 7,000,000 shares of
Common Stock. Each share entitles the holder to one vote. The holders of
Common Stock do not have cumulative voting rights under the laws of the State of
Nevada, which means that the holders of a majority of the outstanding shares
can elect all of the directors of the Company. There are no outstanding
shares of Preferred Stock.

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<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of July 15, 1999
including each person known by the Company to be the beneficial owner of more
than 5% of any class of the Company's capital stock as of July 15, 1999. In
addition, the number of shares of the Company's Common Stock beneficially
owned by the current director and by each executive officer of the Company,
and the number of shares beneficially owned by the current director and
executive officers of the Company as a group, as of July 15, 1999, are
disclosed below in the table. The information was furnished to the Company
by the identified individuals in public reports. Except as indicated, each
person listed below has sole voting and investment power with respect to the
shares set forth opposite such person's name.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Name and Address Amount and Nature Percent of Common
of Beneficial Owner of Beneficial Ownership Stock Outstanding (6)
- ------------------- ----------------------- ---------------------
<S> <C> <C>
Robert Holtz (1) 900,000 12.9%
39 East Walnut Street
Pasadena, California 91436

Steve Schklair (2) 850,000 12.1%
39 East Walnut Street
Pasadena, California 91103

William Burnsed (3) 500,000 7.1%
39 East Walnut Street
Pasadena, California 91436

Bernie Butler-Smith (4) 300,000 4.3%
2530 Calcite Circle
Newbury Park, California 91320

Charles Overton (5) 500,000 7.1%
16861 Ventura Boulevard, Suite 300
Encino, California 91436
</TABLE>

_____________________________________________________________________________

(1) Robert Holtz is the Chief Executive Officer of the Company and has
overall supervisory responsibility for the Company. Mr. Holtz is
expected to become the Chairman of the Board of Directors of the
Company in August 1999 as a New Director.

(2) Steve Schklair is the President and Chief Financial Officer of the
Company, and is expected to become a New Director of the Company in
August 1999. Mr. Schklair is also the Chairman of the Board of
Directors and Chief Executive Officer of Quantum Arts, Inc.

(1) William Burnsed is the Chairman of the Board and Chief Executive
Officer of Wood Ranch Technology Group, Inc.

(4) Bernie Butler-Smith is the Chairman of the Board of Directors and
Chief Executive Officer of Polygonal Research Corporation.

(5) Charles Overton is the Secretary of the Company and is expected to
become a New Director in August 1999. He is also the Chairman of the
Board of Directors and Chief Executive Officer of KidVision, Inc.
and Pillar West Entertainment, Inc.

(6) Based on 7,000,000 shares of Common Stock issued and outstanding.

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<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

Percent of Shares of
Name of Amount and Nature Common Stock
Beneficial Owner of Beneficial Ownership Outstanding (3)
- ---------------- ----------------------- ---------------------
<S> <C> <C>
Edward L. Torres 250,000 (1) 3.57%
Robert Holtz 900,000 (2) 12.86%
Steve Schklair 850,000 (2) 12.14%
Charles Overton 500,000 (2) 7.14%
All directors and
officers as a
group (4 persons) 2,500,000 35.7%
</TABLE>

- ------------------------------
(1) After Mr. Torres tendered 1,850,000 shares to the Company for
cancellation pursuant to the Agreements, he owns 250,000 shares of the
Company's Common Stock.

(2) Issued to these individuals effective July 1, 1999 pursuant to the
Agreements.

(3) Based on 7,000,000 shares issued and outstanding.

-5-

<PAGE>

Following completion of the Board change contemplated by the Agreements,
the relative shareholdings of the Current Board and the proposed New
Directors will remain unchanged.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

CURRENT DIRECTORS AND EXECUTIVE OFFICERS

The Company's Board of Directors prior to the Board change contemplated
by the Agreements consists of one member, with four vacancies. The Board is
authorized to establish the number of directors in a range of three to seven.
As part of the Board change contemplated by the Agreements, the number of
members of the new Board after the Board change is expected to be three,
although the new Board has the ability to appoint additional Board members
within the current authorized range of three to seven members. After the
Board change, the new Board is expected to amend the Bylaws to conform to the
actual number of directors on the new Board who will be appointed following
the Board change.

Listed below are the current director and current and prospective
executive officers of the Company prior to the Board change contemplated by
the Agreements, followed by their business experience:

EDWARD L. TORRES has been the Chairman of the Board of Directors of the
Company since July 1, 1995 and was the President, Chief Financial Officer and
Secretary of the Company from July 30, 1995 until July 1, 1999, when the
proposed New Directors were appointed as the executive officers of the Company
pursuant to the Agreements. Mr. Torres will resign as the director of the
Company upon the appointment of the New Directors. Mr. Torres has also been a
marketing consultant for employee leasing companies. Mr. Torres has a Bachelors
in Business Administration from South Bay University.

ROBERT HOLTZ has been the Chief Executive Officer of the Company
effective since July 1, 1999, and President of Zeros & Ones, Inc., a Delaware
corporation ("ZOI") since its inception in April 1994. From October 1991 until
founding ZOI in April 1994, Mr. Holtz was the Director of Special Projects for
Action Video, Inc., a promotion post-production facility. At Action Video, Inc.,
Mr. Holtz developed several new tools such as "Sally," a software based product
that enables a specialized animation/edit system to be used as a final assembly
point by giving it the intelligence to understand EDLS (a worldwide standard
protocol for storing and transmitting Edit Decisions from one system to
another). He also developed a system called "Pipeline," a precursor to HTTP that
connects multiple unlike devices. From January 1989 until October 1991, Mr.
Holtz headed a small business that created custom hardware and software
solutions. Mr. Holtz' projects included the creation of a completely automated
credit card clearing and merchant protection service center, the creation of an
Emergency Response Locator system which locates physicians and specialists by
geographical proximity for emergency response, and the creation of the first
fully automated credit card commerce system for the nationwide sale of movie
theater admission tickets. Mr. Holtz has worked on the design of several
international products lines such as Microsoft Visual C++, Microsoft Windows 95,
Studio Venice, and Hurricane from Gentris Images of France. Mr. Holtz also
participated in Microsoft's Win32J Group. Mr. Holtz is an active member of the
Society of Motion Picture and Television Engineers, the Institute of Electrical
and Electronic Engineers, the Society of Television Engineers, the Association
of Computing Machinery, and the International Multimedia Association (Charter
Member).

STEVE SCHKLAIR has been the President and Chief Financial Officer of
the Company since the acquisition by the Company of Quantum Arts, Inc. effective
July 1, 1999, and is expected to become a New Director of the Company in August
1999. Mr. Schklair has also been the owner, Chairman of the Board of Directors,
Chief Executive Officer, and President of Quantum Arts, Inc., a Subsidiary of
the Company, since the inception of its predecessor-in-interest in December
1997. From 1995 to 1997, Mr. Schklair was the Vice President and General Manager
of New Media for Digital Domain, a special effects company in Venice,
California. His responsibilities at Digital Domain included co-managing the
facility, streamlining development and production processes, overseeing asset
development and management, staffing key positions, managing contract
negotiations, managing marketing and public relations, and managing client,
partner, and publisher relationships. At Digital Domain, Mr. Schklair negotiated
a joint venture with Mattel to create CD-ROM titles based on Mattel's licensed
properties. The first title, BARBIE FASHION DESIGNER, has already sold over
2,000,000 units. From 1993 to 1995, Mr. Schklair was an Executive Producer and
Creative Director at R/Greenberg Associates, a commercial production company
with offices in Los Angeles, California and New York, New York. He Joined
R/Greenberg as a visual effects and process consultant providing creative
direction on TERMINATOR II 3D for Universal Studios. At R/Greenberg, he designed
and produced interactive projects for clients such as AT&T, FCB, Levis, Silicon
Graphics, Activation, Phillips, IBM, Universal Studios, and Princess Cruises.
From 1990 to 1993, Mr. Schklair was an Executive Producer and Project Manager
for Synapse Technologies, a computer graphics company in Los Angeles,
California. At Synapse Technologies, he developed and produced several
interactive multimedia titles, including COLUMBUS: ENCOUNTER, DISCOVERY AND
BEYOND, EVOLUTION AND REVOLUTION, and AIR POWER. In 1981, Mr. Schklair
co-founded Infinity Filmworks. During his ten year tenure as President of
Infinity Filmworks, he produced and photographed several films, music videos,
and commercials, including the award winning SENSORIUM for Six Flags Power Plant
in Baltimore, Maryland and the award winning TO DREAM OF ROSES, created for the
1990 Osaka World Exposition. Mr. Schklair received a Bachelor of Fine Arts from
California State University in 1979 and a Master in Fine Arts from the
University of Southern California School of Cinema/Television in 1982.

BERNIE BUTLER-SMITH is expected to become the Vice President of Imaging
Technology and possibly a director of the Company in August 1999. Mr.
Butler-Smith has also been the Chairman and Chief Executive Officer of Polygonal
Research Corporation, a Subsidiary of the Company, since its inception in August
1998. For the past twelve years Mr. Butler-Smith has designed real-time image
processing products for various applications. In May 1998, Mr. Butler-Smith
formed a research and development company called ICU Security. Prior to
co-founding Polygonal Research Corporation, he was the Vice President of
Engineering at Digi-Spec Corporation for eleven years. At Digi-Spec Corporation
he designed 35 image processing products, including pixel level video motion
detectors, time lapse recorders, and digital switching and routing equipment. In
an independent study conducted by Sandia National Labs and commissioned by the
U.S. Department of Energy, Mr. Butler-Smith's motion detector products received
the highest ranking. Mr. Butler-Smith has also done research in several
disciplines of mathematics and high performance digital pipelining structures.
Among the companies that currently use his designs are Microsoft for external
security, Pheizer Pharmaceutical for security, the U.S. Department of Defense
for strategic applications, the U.S. Navy for strategic applications, the
Hoosier Dome for security, Boeing for employee safety, the Environmental
Protection Agency for detecting pollution leakage, and the Federal Aviation
Agency for detection functions at airports.

WILLIAM BURNSED is expected to become the Vice President of Advanced
Media Group and possibly a director of the Company in August 1999. Mr. Burnsed
has also been the Chairman and Chief Executive Officer of Wood Ranch Technology
Group, Inc., a Subsidiary of the Company, since its inception in 1998. In 1995,
Mr. Burnsed founded Digital Video Engineering, a sole proprietorship engaged in
computer systems design and installation for television and film special
effects. Digital Video Engineering has been combined with Wood Ranch Technology
Group, Inc. From January 1996 until July 1996, Mr. Burnsed was the Director of
New Business Development for Discreet Logic Systems in North and South America.
While with Discreet Logic Systems and Digital Video Engineering, Mr. Burnsed
built online random access edit rooms for the Fox Network and high level
telecine for Advanced Digital. In August 1991 he founded Hollywood Digital, a
television post production company which Mr. Burnsed operated through 1994. In
February 1982, Mr. Burnsed founded B&B Systems, Inc., an equipment manufacturing
and turn key television systems engineering and construction contracting
company. During his eleven year tenure as President of B&B, B&B designed and
built several large facilities, including the J.C. Penny World Headquarters, 525
Post Production, the Financial News Network, Lorimar Studios, Post Pro Video,
Multimedia Services, the Shop Television Network, and the California State
Assembly Television Network. From May 1979 to February 1982, Mr. Burnsed was the
Director of Engineering for Editel where he was responsible for the design and
construction of five online edit bays, three rank telecines, one audio mixing
room, and one insert stage. From 1976 to 1979, he was the Engineering Supervisor
for TAV/Merv Griffin Productions where he supervised a department of engineers
who were responsible for the installation and maintenance of television
equipment used for videotaping the Merv Griffin Show. From 1973 to 1976, Mr.
Burnsed was the General Manager of Shelter Vision Mobile Video where he was
responsible for the video systems operation of a television mobile truck which
traveled to various cities videotaping musical shows. From 1971 to 1973, he was
the Director of Studio Operations for Transworld Communications, a division of
Columbia Pictures. At Transworld, Mr. Burnsed was responsible for the design,
installation, and operation of seven custom studios in cities from Honolulu to
London.

CHARLES OVERTON has been the Secretary of the Company since the
acquisition of Kidvision, Inc. by the Company effective July 1, 1999, and is
expected to become a New Director of the Company in August 1999. Mr. Overton
has also been the Chief Executive Officer and President of Kidvision, Inc., a
Subsidiary of the Company, since its inception in 1998, and of Pillar West
Entertainment, Inc. since its inception in 1996. In 1995, Mr. Overton
co-founded Randall-Overton Productions where he contributed to the concept of
the Kids Educational Network. From 1996 to 1997, he was the Executive
Producer and co-owner of the syndicated television series GOTTA SWEAT. In
1991, he joined G.C.O Pictures as the Executive Producer of SEASON OF FEAR, a
full length feature film distributed domestically by MGM/UA staring Ray Wise
and Clancy Brown. In 1991, Mr. Overton and other individuals founded Paragon
Arts International, a feature film production company that released
WITCHBOARD. WITCHBOARD is one of the top hundred highest grossing independent
films of all time. Mr. Overton began his career in production working on such
films as THIEF starring James Caan, and THE BLUES BROTHERS staring John
Belushi and Dan Ackroyd. Mr. Overton is a graduate of the Goodman School of
Drama at DePaul University in Chicago.

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<PAGE>

THE NEW DIRECTORS

The information concerning the New Directors was provided by the
New Directors and the Company assumes no responsibility for the accuracy or
completeness of such information. The New Directors will take their
positions as soon as permitted under Section 14(f) of the Securities Exchange
Act of 1934, as amended.

Each of the New Directors is a United States citizen. Each of the New
Directors has consented to be a director of the Company. The proposed New
Directors are Robert Holtz, Steve Schklair and Charles Overton. They have
been executive officers of the Company since July 1, 1999 pursuant to the
Agreements. Accordingly, information regarding the New Directors is included
under "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY" in this Information
Statement.

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<PAGE>

COMMITTEES AND MEETINGS OF THE BOARD

During the fiscal year ended December 31, 1998, the Board of Directors
held no regular formal meetings. The Board of Directors does not have any
Committees, although it is expected that the New Directors will form Audit
and Compensation Committees in the future. All resolutions of the Board of
Directors during the fiscal year ending December 31, 1998 were adopted by
unanimous written consent. The current director does not receive cash
compensation or stock options for attending Board meetings. The current
Director has been reimbursed for his expenses incurred in connection with
conducting the business of the Board.

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<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Based on copies of
such reports furnished to the Company, there were no reportable untimely
filings under Forms 3, 4 or 5 by persons subject to Section 16(a) of the
Securities Exchange Act of 1934, as amended, during the last fiscal year.

EXECUTIVE COMPENSATION

The following summary compensation tables set forth the annual cash and
stock option compensation for the Company's Chief Executive Officer and its
other four most highly compensated executive officers serving as of December
31, 1998, and the compensation paid to them by the Company for each of the
last three completed fiscal years.

SUMMARY CASH COMPENSATION

Name of Individual Position 1998 1997 1996

<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Edward L. Torres (1) President, Chief $0 $0 $0
Financial Officer,
Secretary

Robert Holtz (2) Chief Executive Officer $__ $__ $__

Steve Schkliar (2) President, Chief $__ $__ $__
Financial Officer

Charles Overton (2) Secretary $__ $__ $__
- -------------------------------------------------------------------------------------------------------

</TABLE>

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<PAGE>

(1) Pursuant to the Agreements, Mr. Torres resigned as the President, Chief
Financial Officer and Secretary of the Company effective July 1, 1999.

(2) Pursuant to the Agreements, these individuals were appointed to their
respective executive officer positions with the Company by the Current
Board, effective July 1, 1999.

SUMMARY STOCK OPTION COMPENSATION

No stock options were granted by the Company in the fiscal years ending
December 31, 1997 or December 31, 1998, nor during the seven months ended
July 31, 1999. There are no stock options outstanding. The Company plans to
propose and adopt a management incentive stock option plan for the directors,
executive officers, key consultants and employees of the Company in the near
future. No executive officers, directors or key consultants of the Company
held unexercised options to purchase the Common Stock of the Company on
December 31, 1998 or on July 31, 1999. The Company does not have any other
long-term incentive plans or pension plans for its executives officers and
directors, and no repricing of stock options previously granted to the
Company's executive officers, directors or key consultants occurred during
the fiscal year ending December 31, 1998 or the seven months ending July 31,
1999.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's Board of Directors has not yet formed a Compensation
Committee and there has been no executive compensation to recommend or
approve during the fiscal year ending December 31, 1998, or since July 1,
1995.

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<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Board of Directors has not yet formed a Compensation
Committee and there has been no executive compensation to recommend or
approve since July 1, 1995.

-11-

<PAGE>

PERFORMANCE GRAPH

The Company's Common Stock is traded on the OTC Bulletin Board under the
trading symbol ZOZO. The Company was a public reporting shell corporation
from July 1, 1995 until July 1, 1999, with no significant assets or
liabilities. Accordingly, no performance graph relating to the market price
of the Company's stock over the past five years in relation to other
companies in the same industry is included in this Information Statement
because the Company only recently combined with operating companies with
Internet and media related businesses.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The agreements among the Company, its principal shareholders, the
Acquired Companies, and the prior shareholders of the Acquired Companies, who
are assuming management control of and responsibility for the Company, are
described in detail under "THE AGREEMENTS" in this Information Statement.

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<PAGE>

EXHIBITS

Copies of the Agreements are included as Exhibit A to this
Information Statement.

By Order of the Board of Directors

/s/ CHARLES OVERTON
-------------------------
Charles Overton
Corporate Secretary
July 31, 1999

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<PAGE>

EXHIBIT A

PLANS OF REORGANIZATION,
ASSET PURCHASE AND EXCHANGE AGREEMENTS

COMMERCIAL LABOR MANAGEMENT, INC., A NEVADA CORPORATION
(NOW ZEROS & ONES, INC.),
QUANTUM ARTS, INC., A CALIFORNIA CORPORATION,
ZEROS & ONES, INC., A DELAWARE CORPORATION,
POLYGANOL RESEARCH CORPORATION, A DELAWARE CORPORATION,
WOOD RANCH TECHNOLOGY GROUP, INC., A DELAWARE CORPORATION,
EKO CORPORATION, A DELAWARE CORPORATION,
KIDVISION, INC., A DELAWARE CORPORATION,
ROBERT HOLTZ, AN INDIVIDUAL,
STEVE SCHKLAIR, AN INDIVIDUAL,
CHARLES OVERTON, AN INDIVIDUAL,
MARK J. RICHARDSON, AN INDIVIDUAL,
EDWARD L. TORRES, AN INDIVIDUAL,
WILLIAM BURNSED, AN INDIVIDUAL,
AND
BERNIE BUTLER SMITH, AN INDIVIDUAL.

EFFECTIVE
JULY 1, 1999

<PAGE>

EXHIBIT 7.1

PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT

This Plan of Reorganization and Exchange Agreement (the "Agreement") is
made and entered into as of the 1st day of July 1999 by and between Commercial
Labor Management, Inc., a Nevada corporation ("CLMI"), Zeros & Ones, Inc., a
Delaware corporation ("ZOI"), Charles Overton, an individual ("Overton"), and
KidVision, Inc., a Delaware corporation ("KidVision"), with respect to the
following facts:

RECITALS

A. This Agreement hereby supercedes and replaces the Plan of
Reorganization and Exchange Agreement made and entered into as of
March 26, 1999 by and between Zeros & Ones, Inc., a Delaware
corporation ("ZOI"), Overton, and KidVision.

B. Overton own 100% of the total issued and outstanding capital stock of
KidVision.

C. KidVision is engaged in the business of operating an e-commerce
catalog through which it distributes educational products and markets
K.e.N.: The Kids Educational Network, a portal Web site.

D. CLMI is a public reporting company trading on the OTC Bulletin Board.
CLMI was incorporated for the purpose of engaging in any lawful
business.

E. CLMI desires to acquire 100% of the total issued and outstanding stock
of KidVision in exchange for 500,000 shares of the common stock of
CLMI, to be issued to Overton in accordance with this Agreement.

F. The plan of reorganization evidenced by this Agreement is intended to
be a tax free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. It is part of an overall tax free plan of
reorganization pursuant to which CLMI is also acquiring 100% of the
assets of ZOI and 100% of the total issued and outstanding stock of
Quantum Arts, Inc., Wood Ranch Technology Group, Inc., Polygonal
Research Corporation, EKO Corporation and Pillar West Entertainment,
Inc.

<PAGE>

NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency to which are hereby acknowledged by the parties to this Agreement,
and in light of the above recitals to this Agreement, the parties to this
Agreement hereby agree as follows:

1. EXCHANGE OF EQUITY INTERESTS

In consideration for the issuance of a total of 500,000 shares of the
Common Stock, par value $.001 per share, of CLMI to Overton and the other
covenants of CLMI in this Agreement, Overton hereby agrees to convey to CLMI all
of Overton's capital stock and right, title and interest in and to KidVision,
effective as of the date first above written.

2. CLOSING AND FURTHER ACTS

The closing of the exchange (the "Closing") will occur as soon practicable
after the execution of this Agreement by all parties hereto, but not later than
July 1, 1999 (the "Closing Date"). At the Closing, Overton will tender to CLMI
certificates and any other documents evidencing 100% of Overton's ownership in
KidVision, and CLMI will deliver to Overton a stock certificate evidencing a
total of 500,000 shares of the Common Stock, par value $.001 per share, of CLMI
being issued to Overton pursuant to this Agreement. All parties to this
Agreement hereby agree to execute all other documents and take all other action
which are reasonably necessary or appropriate in order to effect all of the
transactions contemplated by this Agreement.

3. COVENANTS OF CLMI

3.1 MANAGEMENT OF CLMI AND KIDVISION AFTER CLOSING.

After the Closing, Overton will be a director and the Chief Executive
Officer of KidVision. CLMI agrees that for the first year after the Closing,
KidVision will have a Board of Directors consisting of three to five members,
one of which will be Overton, one of which will be designated by Robert Holtz,
and the other one or more of whom will be mutually agreed upon by Robert Holtz
and Overton.

3.2 PERCENTAGE OWNERSHIP IN CLMI.

After the Closing and after the acquisition by CLMI of the assets or
outstanding stock of ZOI, Quantum Arts, Inc., EKO Corporation, Polygonal
Research Corporation, Wood Ranch Technology Corporation and Pillar West
Entertainment, Inc., CLMI will have a total of 7,000,000 shares of its Common
Stock outstanding, and 320,000 warrants to purchase an additional 320,000 shares
of CLMI's Common Stock for a purchase price of $3.00 per share for a period of
three years from the date of issue of the Warrants, which is
expected to occur on or about July 1, 1999. CLMI will have no other equity
securities or securities convertible into equity securities of CLMI outstanding
on the Closing Date.

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<PAGE>

4. REPRESENTATIONS AND WARRANTIES OF KIDVISION AND OVERTON.
KidVision and Overton represent and warrant to CLMI as follows:

4.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

KidVision and Overton have full power and authority to enter into this
Agreement and to perform their obligations hereunder. The execution,
delivery and performance of this Agreement by them has been duly authorized
by all necessary action on their part. Assuming that this Agreement is a
valid and binding obligation of each of the other parties hereto, this
Agreement is a valid and binding obligation of KidVision and Overton.

4.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which KidVision
directly or indirectly controls or in which KidVision directly or indirectly
owns any equity or other interest.

4.3 GOOD STANDING.

KidVision (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, (ii) has all
necessary power and authority to own its assets and to conduct its business as
it is currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

4.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

KidVision has delivered to CLMI complete and correct copies of (i) the
articles of incorporation, bylaws and other charter or organizational
documents of KidVision, including all amendments thereto, (ii) the stock
records of KidVision, and (iii) the minutes and other records of the meetings
and other proceedings of the shareholders and directors of KidVision.
KidVision is not in violation or breach of (i) any of the provisions of its
articles of incorporation, bylaws or other charter or organizational
documents, or (ii) any resolution adopted by its shareholders or directors.
There have been no meetings or other proceedings of the shareholders or
directors of KidVision that are not fully reflected in the appropriate minute
books or other written records of KidVision.

4.5 CAPITALIZATION.

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<PAGE>

The authorized capital stock of KidVision consists of fifteen hundred
(1,500) shares of common stock, no par value, of which 1,500 shares are issued
and outstanding. All of the outstanding shares of the capital stock of KidVision
are validly issued, fully paid and nonassessable, and have been issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. There are no (i) outstanding options, warrants or rights to
acquire any shares of the capital stock or other securities of KidVision, (ii)
outstanding securities or obligations which are convertible into or exchangeable
for any shares of the capital stock or other securities of KidVision, or (iii)
contracts or arrangements under which KidVision is or may become bound to sell
or otherwise issue any shares of its capital stock or any other securities.

4.6 FINANCIAL STATEMENTS.

KidVision has delivered to CLMI the following financial statements (the
"KidVision Financial Statements"): the unaudited balance sheet of KidVision as
of December 31, 1998 (the "December 31, 1998 Balance Sheet"). Except as stated
therein or in the notes thereto, the KidVision Financial Statements: (a)
present fairly the financial position of KidVision as of the respective dates
thereof; and (b) have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
covered.

4.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit A to this
Agreement, since December 31, 1998:

(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of KidVision and no
event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of KidVision.

(b) KidVision has not (i) declared, set aside or paid any dividend
or made any other contribution in respect of any shares of capital stock,
nor (ii) repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities.

-4-
<PAGE>

(d) KidVision has not amended its articles of incorporation, bylaws
or other charter or organizational documents, nor has it effected or been a
party to any merger, recapitalization, reclassification of shares, stock
split, reverse stock split, reorganization or similar transaction.

(e) KidVision has not formed any subsidiary or contributed any
funds or other assets to any subsidiary.

(f) KidVision has not purchased or otherwise acquired any assets,
nor has it leased any assets from any other person, except in the ordinary
course of business consistent with past practice.

(g) KidVision has not made any capital expenditure outside the
ordinary course of business or inconsistent with past practice, or in an
amount exceeding three thousand dollars ($3,000), and the total amount of
the capital expenditures made by KidVision has not exceeded ten thousand
dollars ($10,000).

(h) KidVision has not sold or otherwise transferred any assets to
any other person, except in the ordinary course of business consistent with
past practice and at a price equal to the fair market value of the assets
transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of KidVision (whether or not covered by
insurance).

(j) KidVision has not written off as uncollectible any
indebtedness or accounts receivable, except for write-offs that were made
in the ordinary course of business consistent with past practice and that
involved less than one hundred dollars ($100) singly and less than one
thousand dollars ($1,000) in the aggregate.

(k) KidVision has not leased any assets to any other person except
in the ordinary course of business consistent with past practice and at a
rental rate equal to the fair rental value of the leased assets.

(l) KidVision has not mortgaged, pledged, hypothecated or
otherwise encumbered any assets, except in the ordinary course of business
consistent with past practice.

-5-
<PAGE>

(m) KidVision has not entered into any contract or incurred any
debt, liability or other obligation (whether absolute, accrued, contingent
or otherwise), except for (i) contracts that were entered into in the
ordinary course of business consistent with past practice and that have
terms of less than six months and do not contemplate payments by or to
KidVision which will exceed, over the term of the contract, three thousand
dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in
the ordinary course of business consistent with the past practice.

(n) KidVision has not made any loan or advance to any other
person, except for advances that have been made to customers in the
ordinary course of business consistent with past practice and that have
been properly reflected as "accounts receivables."

(o) KidVision has not paid any bonus to, or increased the amount
of the salary, fringe benefits or other compensation or remuneration
payable to, any of the directors, officers or employees of KidVision.

(p) No contract or other instrument to which KidVision is or was a
party or by which KidVision or any of KidVision's assets are or were bound
has been amended or terminated, except in the ordinary course of business
consistent with past practice.

(q) KidVision has not discharged any lien or discharged or paid any
indebtedness, liability or other obligation, except for current liabilities
that (i) are reflected in the December 31, 1998 Balance Sheet or have been
incurred since December 31, 1998 in the ordinary course of business
consistent with past practice, and (ii) have been discharged or paid in the
ordinary course of business consistent with past practice.

(r) KidVision has not forgiven any debt or otherwise released or
waived any right or claim, except in the ordinary course of business
consistent with past practice.

(s) KidVision has not changed its methods of accounting or its
accounting practices in any respect.

(t) KidVision has not entered into any transaction outside the
ordinary course of business or inconsistent with past practice.

(u) KidVision has not agreed or committed (orally or in writing) to
do any of the things described in clauses (b) through (t) of this Section
4.7.

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<PAGE>

4.8 ABSENCE OF UNDISCLOSED LIABILITIES.

KidVision has no debt, liability or other obligation of any nature (whether
due or to become due and whether absolute, accrued, contingent or otherwise)
that is not reflected or reserved against in the December 31, 1998 Balance
Sheet, except for obligations incurred since December 31, 1998 in the ordinary
course of business consistent with past practice.

4.9 CONTRACTS.

KidVision has delivered to CLMI complete and correct copies of all of the
contracts and other instruments including all amendment hereto. All of such
contracts and other instruments are valid and in full force and effect, and are
enforceable in accordance with their terms. There is no existing default by any
person under any of said contracts or other instruments, and there exists no
condition or set of circumstance which, with notice or lapse of time or both,
would constitute such a default.

4.10 TITLE TO PERSONAL PROPERTY.

KidVision has good, valid and marketable title to all of its personal
property (both tangible and intangible) and interests therein, including without
limitation all of the personal property reflected in the December 31, 1998
Balance Sheet. All of such personal property and interests therein are owned
free and clear of any liens, pledges, security interests, claims, equities,
options, charges, encumbrances or restrictions.

4.11 TAX MATTERS.

All federal, state, local and foreign tax returns required to be filed by
KidVision have been properly prepared and duly filed, and all taxes required to
be paid by, or claimed by any federal, state, local or foreign taxing authority
to be payable by, the Company have been paid in full. The provisions for taxes
reflected in the December 31, 1998 Balance Sheet are adequate for all taxes
payable with respect to the period prior to December 31, 1998. There is no (i)
pending audit or examination of KidVision (or of any of the tax returns thereof)
being conducted by any federal, state, local or foreign taxing authority, (ii)
pending or threatened claim or dispute relating to the payment of any taxes by
KidVision, (iii) basis upon which any federal, state, local or foreign taxing
authority may make any claim for the payment of additional taxes by KidVision,
or (iv) outstanding agreement or waiver extending the statutory limitations
period applicable to the payment of any taxes by KidVision.

-7-
<PAGE>

4.12. COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

KidVision, to its knowledge, is not in violation of, nor has it failed to
conduct its business in full compliance with, any applicable federal, state,
local or foreign laws, regulations, rules, treaties, rulings, orders, directives
or decrees. KidVision has delivered to CLMI complete and correct copies of all
of the licenses, permits, authorizations and franchises to which KidVision is
subject and all said licenses, permits, authorizations and franchises are valid
and in full force and effect. Said licenses, permits, authorizations and
franchises constitute all of the licenses, permits, authorizations and
franchises necessary to permit KidVision to conduct its business in the manner
in which it is now being conducted, and KidVision is not in violation or breach
of any of the terms, requirements or conditions of any of said licenses,
permits, authorizations or franchises.

4.13. TITLE TO OVERTON'S STOCK.

Overton has good, valid and marketable title to all of Overton's stock in
KidVision, and can convey good title to said stock to CLMI free and clear of any
liens, claims, encumbrances or security interests.

4.14. LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to KidVision's knowledge,
threatened against or with respect to KidVision which (i) if adversely
determined would have an adverse effect on the business, condition, assets,
operations or prospects of KidVision, or (ii) challenges or would challenge any
of the actions required to be taken by the KidVision under this Agreement.
There exists no basis for any such action, suit, proceeding, dispute,
litigation, claim, complaint or investigation.

4.15 NON-CONTRAVENTION.

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<PAGE>

right of KidVision; (vi) result in the loss of, or in a violation of any of
the terms, provisions or conditions of, any governmental license, permit,
authorization or franchise of KidVision; (vii) result in the creation or
imposition of any lien, charge, encumbrance or restriction on any of the
assets of KidVision or on Overton's stock in KidVision; (viii) result in the
reassessment or revaluation of any property of KidVision or by any taxing
authority or other governmental authority; (ix) result in the imposition of,
or subject KidVision to any liability for, any conveyance or transfer tax or
any similar tax; or (x) result in a violation of any law, rule, regulation,
treaty, ruling, directive, order, arbitration award, judgment or decree to
which KidVision or any of its assets or any of Overton's stock in KidVision
is subject.

4.16. APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by KidVision or Overton in connection with the execution, delivery or
performance of this Agreement, including the sale to CLMI of the shares of
Overton's stock in KidVision being acquired by CLMI hereunder.

4.17. BROKERS.

KidVision has not agreed to pay any brokerage fees, finder's fees or other
fees or commissions with respect to the transactions contemplated by this
Agreement, and, to KidVision's knowledge, no person is entitled, or intends to
claim that it is entitled, to receive any such fees or commissions in connection
with such transaction.

4.18. FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of KidVision or
Overton contains any untrue statement of a material fact or omits to state a
material fact necessary to make the representations and other statements
contained herein and therein not misleading.

4.19. REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of KidVision and Overton set forth in
this Agreement are true and correct on the date hereof, and will be true and
correct on the Closing Date as though such representations and warranties were
made as of the Closing Date.

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<PAGE>

4.20 NON-DISTRIBUTIVE INTENT.

The shares of CLMI stock being acquired by Overton pursuant to this
Agreement are not being acquired by Overton with a view to the public
distribution of them. Overton acknowledges and agrees that the CLMI stock
acquired by him pursuant to this Agreement has not been registered or qualified
under federal or state securities laws, and may not be sold, conveyed,
transferred, assigned or hypothecated without being registered under the
Securities Act of 1933, as amended, and applicable state law, or in the
alternative submission of evidence reasonably satisfactory to CLMI that an
exemption from registration is available.

5. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to KidVision and Overton as follows:

5.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

CLMI has full power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement by CLMI has been duly authorized by all necessary action on its
part. Assuming that this Agreement is a valid and binding obligation of each of
the other parties hereto, this Agreement is a valid and binding obligation of
CLMI.

5.2 GOOD STANDING.

CLMI (i) is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, (ii) has all necessary
power and authority to own its assets and to conduct its business as it is
currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

5.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Overton and KidVision complete and correct copies of
(i) the articles of incorporation, bylaws and other charter or organizational
documents of CLMI, including all amendments thereto, (ii) the stock records of
CLMI, and (iii) the minutes and other records of the meetings and other
proceedings of the shareholders and directors of CLMI. CLMI is not in violation
or breach of (i) any of the provisions of its articles of incorporation, bylaws
or other charter or organizational documents, or (ii) any resolution adopted by
its shareholders or directors. There have been no meetings or other proceedings
of the shareholders or directors of CLMI that are not

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<PAGE>

fully reflected in the appropriate minute books or other written records of the
Company.

5.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 7,000,000 shares will be
issued and outstanding as indicated in Section 3.2 of this Agreement, and
2,000,000 shares of preferred stock par value $.001 per shares, none of which is
issued and outstanding. All of the outstanding shares of the capital stock of
CLMI are validly issued, fully paid and nonassessable, and have been issued in
full compliance with all applicable federal, state, local and foreign securities
laws and other laws. Except as disclosed in Section 3.2 or pursuant to Section
5.5 or elsewhere in this Agreement, there are no (i) outstanding options,
warrants or rights to acquire any shares of the capital stock or other
securities of CLMI, (ii) outstanding securities or obligations which are
convertible into or exchangeable for any shares of the capital stock or other
securities of CLMI, or (iii) contracts or arrangements under which CLMI is or
may become bound to sell or otherwise issue any shares of its capital stock or
any other securities.

5.5 FINANCIAL STATEMENTS.

CLMI has delivered to Overton and KidVision the following financial
statements (the "CLMI Financial Statements"): (i) the balance sheet of CLMI as
of December 31, 1998; and (ii) the statements of income and retained earnings,
stockholders' equity and changes in financial position of CLMI for the year
ended December 31, 1998; and (iii) supporting supplemental schedules. Except as
stated therein or in the notes thereto, the CLMI Financial Statements: (a)
present fairly the financial position of CLMI as of the respective dates thereof
and the results of operations and changes in financial position of CLMI for the
respective periods covered thereby; and (b) have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the periods covered.

5.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to Overton or KidVision in writing in Exhibit
A to this Agreement, since December 31, 1998, there has not been any material
adverse change in the business, condition, assets, operations or prospects of
CLMI and no event has occurred that might have an adverse effect on the
business, condition, assets, operations or prospects of CLMI.

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<PAGE>

5.7 ABSENCE OF UNDISCLOSED LIABILITIES.

CLMI has no debt, liability or other obligation of any nature (whether due
or to become due and whether absolute, accrued, contingent or otherwise) that is
not reflected or reserved against in the December 31, 1998 Balance Sheet, except
for obligations incurred since December 31, 1998 in the ordinary course of
business consistent with past practice.

5.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.9 NON-CONTRAVENTION.

Neither (a) the execution and delivery of this Agreement, nor (b) the
performance of this Agreement will: (i) contravene or result in a violation of
any of the provisions of the articles of incorporation, bylaws or other charter
or organizational documents of CLMI; (ii) contravene or result in a violation of
any resolution adopted by the shareholders or directors of CLMI; (iii) result in
a violation or breach of, or give any person the right to declare (whether with
or without notice or lapse of time) a default under or to terminate, any
agreement or other instrument to which CLMI is a party or by which CLMI or any
of its assets are bound; (iv) give any person the right to accelerate the
maturity of any indebtedness or other obligation of CLMI; (v) result in the loss
of any license or other contractual right of CLMI; (vi) result in the loss of,
or in a violation of any of the terms, provisions or conditions of, any
governmental license, permit, authorization or franchise of CLMI; (vii) result
in the creation or imposition of any lien, charge, encumbrance or restriction on
any of the assets of CLMI; (viii) result in the reassessment or revaluation of
any property of CLMI by any taxing authority or other governmental authority;
(ix) result in the imposition of, or subject CLMI to any liability for, any
conveyance or transfer tax or any similar tax; or (x) result in a violation of
any law, rule, regulation, treaty, ruling, directive, order, arbitration award,
judgment or decree to which CLMI or any of its assets is subject.

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<PAGE>

5.10 APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by CLMI in connection with the execution, delivery or performance of this
Agreement.

5.11 BROKERS.

CLMI has not agreed to pay any brokerage fees, finder's fees or other fees
or commissions with respect to the transactions contemplated by this Agreement,
and, to CLMI's knowledge, no person is entitled, or intends to claim that it is
entitled, to receive any such fees or commissions in connection with such
transactions.

5.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to Overton or KidVision by or on behalf
of CLMI contains any untrue statement of a material fact or omits to state a
material fact necessary to make the representations and other statements
contained herein and therein not misleading.

5.13 REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of CLMI set forth in this Agreement are
true and correct on the date hereof, and will be true and correct on the Closing
Date as though such representations and warranties were made as of the Closing
Date.

6. INJUNCTIVE RELIEF

6.1. DAMAGES INADEQUATE.

Each party acknowledges that it would be impossible to measure in money the
damages to the other party if there is a failure to comply with any covenants
and provisions of this Agreement, and agrees that in the event of any breach of
any covenant or provision, the other party to this Agreement will not have an
adequate remedy at law.

6.2. INJUNCTIVE RELIEF.

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<PAGE>

that in the event that any such action or proceeding is brought in equity to
enforce them, the defaulting or breaching party will not urge a defense that
there is an adequate remedy at law.

7. WAIVERS.

If any party shall at any time waive any rights hereunder resulting from
any breach by the other party of any of the provisions of this Agreement, such
waiver is not to be construed as a continuing waiver of other breaches of the
same or other provisions of this Agreement. Resort to any remedies referred to
herein shall not be construed as a waiver of any other rights and remedies to
which such party is entitled under this Agreement or otherwise.

8. SUCCESSORS AND ASSIGNS.

Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

9. ENTIRE AND SOLE AGREEMENT.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into on March 26, 1999 by and between ZOI,
Overton, and KidVision. This Agreement constitutes the entire agreement between
the parties and supersedes all other agreements, representations, warranties,
statements, promises and undertakings, whether oral or written, with respect to
the subject matter of this Agreement. This Agreement may be modified or amended
only by a written agreement signed by the parties against whom the amendment is
sought to be enforced.

10. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the
laws of the State of California, and the venue for any action hereunder shall be
in the appropriate forum in the County of Los Angeles, State of California.

11. COUNTERPARTS.

This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

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<PAGE>

12. ATTORNEYS' FEES AND COSTS.

In the event that either party must resort to legal action in order to
enforce the provisions of this Agreement or to defend such action, the
prevailing party shall be entitled to receive reimbursement from the
nonprevailing party for all reasonable attorneys' fees and all other costs
incurred in commencing or defending such action, or in enforcing this Agreement,
including but not limited to post judgment costs.

13. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

14. REMEDIES.

Except as otherwise expressly provided herein, none of the remedies set
forth in this Agreement are intended to be exclusive, and each party shall have
all other remedies now or hereafter existing at law, in equity, by statute or
otherwise. The election of any one or more remedies shall not constitute a
waiver of the right to pursue other available remedies.

15. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are not a part of this Agreement and shall not be used in construing it.

16. SEVERABILITY.

In the event that any provision or any part of this Agreement is held to
be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall not affect the validity or enforceability of any other
provision or part of this Agreement.

17. NOTICES.

Each notice or other communication hereunder shall be in writing and shall
be deemed to have been duly given on the earlier of (i) the date on which such
notice or other communication is actually received by the intended recipient
thereof, or (ii) the date five (5) days after the date such notice or other
communication is mailed by registered or certified mail (postage prepaid) to the
intended recipient at the following address (or at such other address as the
intended recipient shall have specified in a written notice given to the other
parties hereto);

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<PAGE>

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suite 900
Santa Monica, California 90401
Telephone: (310) 393-9992
Facsimile: (310) 393-2004

IF TO ZOI:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Attention: Robert Holtz, President
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO KIDVISION OR OVERTON:

Charles Overton
KidVision, Inc.
16861 Ventura Boulevard, Suite 300
Encino, California 91436
Telephone: (818) 380-0256
Facsimile: (818) 380-0258

18. PUBLICITY.

No press release, notice to any third party or other publicity concerning
the transactions contemplated by this Agreement shall be issued, given or
otherwise disseminated without the prior approval of each of the parties hereto;
provided, however, that such approval shall not be unreasonably withheld.

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<PAGE>

IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
--------------------------------------
Edward L. Torres, President

ZOI: ZEROS & ONES, INC.

By:
--------------------------------------
Robert Holtz, President

OVERTON: By:
--------------------------------------
Charles Overton

KIDVISION: KIDVISION, INC.

By:
--------------------------------------
Charles Overton, President

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<PAGE>
EXHIBIT A

MATERIAL CHANGES

None.

<PAGE>

EXHIBIT 7.2

PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT

This Plan of Reorganization and Exchange Agreement (the "Agreement") is
made and entered into as of the 1st day of July 1999 by and between Commercial
Labor Management, Inc., a Nevada Corporation ("CLMI"), Zeros & Ones, Inc., a
Delaware corporation ("ZOI"), Robert Holtz, an individual ("Holtz"), William
Burnsed, an individual ("Burnsed"), and Wood Ranch Technology Group, Inc., a
Delaware corporation ("Wood Ranch"), with respect to the following facts:

RECITALS

A. This Agreement hereby supercedes and replaces the Plan of
Reorganization and Exchange Agreement made and entered into as of
March 26, 1999 by and between Zeros & Ones, Inc. ("ZOI"), Holtz,
Burnsed and Wood Ranch.

B. Holtz and Burnsed own 100% of the total issued and outstanding capital
stock of Wood Ranch.

C. Wood Ranch is engaged in the business of providing consulting services
for the building of television facilities.

D. CLMI is a public reporting Company trading on the OTC Bulletin Board.
CLMI was incorporated for the purpose of engaging in any lawful
business.

E. CLMI desires to acquire 100% of the total issued and outstanding stock
of Wood Ranch in exchange for a total of 875,000 shares of the Common
Stock of CLMI, to be issued 375,000 shares to Holtz and 500,000 shares
to Burnsed in accordance with this Agreement.

F. The plan of reorganization evidenced by this Agreement is intended to
be a tax free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. It is part of an overall tax free plan of
reorganization pursuant to which CLMI is also acquiring 100% of the
assets of ZOI and 100% of the total issued and outstanding stock of
Quantum Arts, Inc., Kidvision, Inc., Pillar West Entertainment, Inc.,
Polygonal Research Corporation and EKO Corporation.

<PAGE>

1. EXCHANGE OF EQUITY INTERESTS

In consideration for the issuance of a total of 875,000 shares of the
Common Stock, par value $.001 per share, of CLMI to Holtz and Burnsed and the
other covenants of CLMI in this Agreement, Holtz and Burnsed hereby agree to
convey to CLMI all of Holtz' and Burnsed's capital stock and right, title and
interest in and to Wood Ranch, effective as of the date first above written.

2. CLOSING AND FURTHER ACTS

The closing of the exchange (the "Closing") will occur as soon practicable
after the execution of this Agreement by all parties hereto, but not later than
July 1, 1999 (the "Closing Date"). At the Closing, Holtz and Burnsed will
tender to CLMI certificates and any other documents evidencing 100% of Holtz'
and Burnsed's ownership in Wood Ranch, and CLMI will deliver to Holtz a stock
certificate evidencing 375,000 shares of the Common Stock of CLMI and will
deliver to Burnsed a stock certificate evidencing 500,000 shares of the Common
Stock of CLMI being issued to Holtz and Burnsed pursuant to this Agreement. All
parties to this Agreement hereby agree to execute all other documents and take
all other action which are reasonably necessary or appropriate in order to
effect all of the transactions contemplated by this Agreement.

3. COVENANTS OF CLMI

3.1 MANAGEMENT OF CLMI AND WOOD RANCH AFTER CLOSING.

After the Closing, Holtz will be a director of CLMI and a director of Wood
Ranch, and Burnsed will be a director of CLMI and the President and director of
Wood Ranch. CLMI agrees that for the first year after the Closing, Wood Ranch
will have a Board of Directors consisting of three to five members, one of which
will be Burnsed, one of which will be designated by Holtz, and the other one or
more of whom will be mutually agreed upon by Holtz and Burnsed.

3.2 PERCENTAGE OWNERSHIP IN CLMI.

After the Closing and after the acquisition by CLMI of the assets or
outstanding stock of Polygonal Research Corporation, EKO Corporation, Kidvision,
Inc., Quantum Arts, Inc., ZOI, and Pillar West Entertainment, Inc., CLMI will
have a total of 7,000,000 shares of its Common Stock outstanding, and 320,000
warrants to purchase an additional 320,000 shares of CLMI's Common Stock for a
purchase price of $3.00 per share for a period of three years from the date of
issue of the Warrants, which is expected to occur on or about July 1, 1999.
CLMI will have no other equity securities or securities convertible into equity
securities of CLMI outstanding on the Closing Date.

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<PAGE>

4. REPRESENTATIONS AND WARRANTIES OF WOOD RANCH, HOLTZ AND BURNSED.

Wood Ranch, Holtz and Burnsed represent and warrant to CLMI as follows:

4.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

Wood Ranch, Holtz and Burnsed have full power and authority to enter into
this Agreement and to perform their obligations hereunder. The execution,
delivery and performance of this Agreement by them has been duly authorized by
all necessary action on their part. Assuming that this Agreement is a valid and
binding obligation of each of the other parties hereto, this Agreement is a
valid and binding obligation of Wood Ranch, Holtz and Burnsed.

4.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which Wood Ranch
directly or indirectly controls or in which Wood Ranch directly or indirectly
owns any equity or other interest.

4.3 GOOD STANDING.

Wood Ranch (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, (ii) has all
necessary power and authority to own its assets and to conduct its business as
it is currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

4.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

Wood Ranch has delivered to CLMI complete and correct copies of (i) the
articles of incorporation, bylaws and other charter or organizational
documents of Wood Ranch, including all amendments thereto, (ii) the stock
records of Wood Ranch, and (iii) the minutes and other records of the
meetings and other proceedings of the shareholders and directors of Wood
Ranch. Wood Ranch is not in violation or breach of (i) any of the provisions
of its articles of incorporation, bylaws or other charter or organizational
documents, or (ii) any resolution adopted by its shareholders or directors.
There have been no meetings or other proceedings of the shareholders or
directors of Wood Ranch that are not fully reflected in the appropriate
minute books or other written records of Wood Ranch.

4.5 CAPITALIZATION.

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<PAGE>

The authorized capital stock of Wood Ranch consists of fifteen hundred
(1,500) shares of common stock, no par value per share, of which 1,500 shares
are issued and outstanding. All of the outstanding shares of the capital stock
of Wood Ranch are validly issued, fully paid and nonassessable, and have been
issued in full compliance with all applicable federal, state, local and foreign
securities laws and other laws. There are no (i) outstanding options, warrants
or rights to acquire any shares of the capital stock or other securities of Wood
Ranch, (ii) outstanding securities or obligations which are convertible into or
exchangeable for any shares of the capital stock or other securities of Wood
Ranch, or (iii) contracts or arrangements under which Wood Ranch is or may
become bound to sell or otherwise issue any shares of its capital stock or any
other securities.

4.6 FINANCIAL STATEMENTS.

Wood Ranch has delivered to CLMI the following financial statements (the
"Wood Ranch Financial Statements"): (i) the balance sheet of Wood Ranch as of
December 31, 1998; and (ii) the statements of income and retained earnings,
stockholders' equity and changes in financial position of Wood Ranch for the
year ended December 31, 1998; and (iii) supporting supplemental schedules.
Except as stated therein or in the notes thereto, the Wood Ranch Financial
Statements: (a) present fairly the financial position of Wood Ranch as of the
respective dates thereof and the results of operations and changes in financial
position of Wood Ranch for the respective periods covered thereby; and (b) have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods covered.

4.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit A to this
Agreement, since December 31, 1998:

(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of Wood Ranch and no
event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of Wood Ranch.

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<PAGE>

(b) Wood Ranch has not (i) declared, set aside or paid any dividend
or made any other contribution in respect of any shares of capital stock,
nor (ii) repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities.

(d) Wood Ranch has not amended its articles of incorporation,
bylaws or other charter or organizational documents, nor has it effected or
been a party to any merger, recapitalization, reclassification of shares,
stock split, reverse stock split, reorganization or similar transaction.

(e) Wood Ranch has not formed any subsidiary or contributed any
funds or other assets to any subsidiary.

(f) Wood Ranch has not purchased or otherwise acquired any assets,
nor has it leased any assets from any other person, except in the ordinary
course of business consistent with past practice.

(g) Wood Ranch has not made any capital expenditure outside the
ordinary course of business or inconsistent with past practice, or in an
amount exceeding three thousand dollars ($3,000), and the total amount of
the capital expenditures made by Wood Ranch has not exceeded ten thousand
dollars ($10,000).

(h) Wood Ranch has not sold or otherwise transferred any assets to
any other person, except in the ordinary course of business consistent with
past practice and at a price equal to the fair market value of the assets
transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of Wood Ranch (whether or not covered by
insurance).

(j) Wood Ranch has not written off as uncollectible any
indebtedness or accounts receivable, except for write-offs that were made
in the ordinary course of business consistent with past practice and that
involved less than one hundred dollars ($100) singly and less than one
thousand dollars ($1,000) in the aggregate.

(k) Wood Ranch has not leased any assets to any other person
except in the ordinary course of business consistent with past practice and
at a rental rate equal to the fair rental value of the leased assets.

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<PAGE>

(l) Wood Ranch has not mortgaged, pledged, hypothecated or
otherwise encumbered any assets, except in the ordinary course of business
consistent with past practice.

(m) Wood Ranch has not entered into any contract or incurred any
debt, liability or other obligation (whether absolute, accrued, contingent
or otherwise), except for (i) contracts that were entered into in the
ordinary course of business consistent with past practice and that have
terms of less than six months and do not contemplate payments by or to Wood
Ranch which will exceed, over the term of the contract, three thousand
dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in
the ordinary course of business consistent with the past practice.

(n) Wood Ranch has not made any loan or advance to any other
person, except for advances that have been made to customers in the
ordinary course of business consistent with past practice and that have
been properly reflected as "accounts receivables."

(o) Wood Ranch has not paid any bonus to, or increased the amount
of the salary, fringe benefits or other compensation or remuneration
payable to, any of the directors, officers or employees of Wood Ranch.

(p) No contract or other instrument to which Wood Ranch is or was
a party or by which Wood Ranch or any of Wood Ranch's assets are or were
bound has been amended or terminated, except in the ordinary course of
business consistent with past practice.

(q) Wood Ranch has not discharged any lien or discharged or paid
any indebtedness, liability or other obligation, except for current
liabilities that (i) are reflected in the December 31, 1998 Balance Sheet
or have been incurred since December 31, 1998 in the ordinary course of
business consistent with past practice, and (ii) have been discharged or
paid in the ordinary course of business consistent with past practice.

(r) Wood Ranch has not forgiven any debt or otherwise released or
waived any right or claim, except in the ordinary course of business
consistent with past practice.

(s) Wood Ranch has not changed its methods of accounting or its
accounting practices in any respect.

(t) Wood Ranch has not entered into any transaction outside the
ordinary course of business or inconsistent with past practice.

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<PAGE>

(u) Wood Ranch has not agreed or committed (orally or in writing)
to do any of the things described in clauses (b) through (t) of this
Section 4.7.

4.8 ABSENCE OF UNDISCLOSED LIABILITIES.

Wood Ranch has no debt, liability or other obligation of any nature
(whether due or to become due and whether absolute, accrued, contingent or
otherwise) that is not reflected or reserved against in the December 31, 1998
Balance Sheet, except for obligations incurred since December 31, 1998 in the
ordinary course of business consistent with past practice.

4.9 CONTRACTS.

Wood Ranch has delivered to CLMI complete and correct copies of all of the
contracts and other instruments including all amendment hereto. All of such
contracts and other instruments are valid and in full force and effect, and are
enforceable in accordance with their terms. There is no existing default by any
person under any of said contracts or other instruments, and there exists no
condition or set of circumstance which, with notice or lapse of time or both,
would constitute such a default.

4.10 TITLE TO PERSONAL PROPERTY.

Wood Ranch has good, valid and marketable title to all of its personal
property (both tangible and intangible) and interests therein, including without
limitation all of the personal property reflected in the December 31, 1998
Balance Sheet. All of such personal property and interests therein are owned
free and clear of any liens, pledges, security interests, claims, equities,
options, charges, encumbrances or restrictions.

4.11 TAX MATTERS.

All federal, state, local and foreign tax returns required to be filed by
Wood Ranch have been properly prepared and duly filed, and all taxes required to
be paid by, or claimed by any federal, state, local or foreign taxing authority
to be payable by, the Company have been paid in full. The provisions for taxes
reflected in the December 31, 1998 Balance Sheet are adequate for all taxes
payable with respect to the period prior to December 31, 1998. There is no (i)
pending audit or examination of Wood Ranch (or of any of the tax returns
thereof) being conducted by any federal, state, local or foreign taxing
authority, (ii) pending or threatened claim or dispute relating to the payment
of any taxes by Wood Ranch, (iii) basis upon which any federal, state, local or
foreign taxing authority may make any claim for the payment of additional taxes
by Wood Ranch, or (iv) outstanding agreement or waiver extending the statutory
limitations period applicable to the payment of any taxes by Wood Ranch.

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<PAGE>

4.12. COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

Wood Ranch, to its knowledge, is not in violation of, nor has it failed to
conduct its business in full compliance with, any applicable federal, state,
local or foreign laws, regulations, rules, treaties, rulings, orders, directives
or decrees. Wood Ranch has delivered to CLMI complete and correct copies of all
of the licenses, permits, authorizations and franchises to which Wood Ranch is
subject and all said licenses, permits, authorizations and franchises are valid
and in full force and effect. Said licenses, permits, authorizations and
franchises constitute all of the licenses, permits, authorizations and
franchises necessary to permit Wood Ranch to conduct its business in the manner
in which it is now being conducted, and Wood Ranch is not in violation or breach
of any of the terms, requirements or conditions of any of said licenses,
permits, authorizations or franchises.

4.13. TITLE TO HOLTZ AND BURNSED'S STOCK.

Holtz and Burnsed have good, valid and marketable title to all of Holtz and
Burnsed's stock in Wood Ranch, and can convey good title to said stock to CLMI
free and clear of any liens, claims, encumbrances or security interests.

4.14. LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to Wood Ranch's knowledge,
threatened against or with respect to Wood Ranch which (i) if adversely
determined would have an adverse effect on the business, condition, assets,
operations or prospects of Wood Ranch, or (ii) challenges or would challenge any
of the actions required to be taken by the Wood Ranch under this Agreement.
There exists no basis for any such action, suit, proceeding, dispute,
litigation, claim, complaint or investigation.

4.15 NON-CONTRAVENTION.

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<PAGE>

Neither (a) the execution and delivery of this Agreement, nor (b) the
performance of this Agreement will: (i) contravene or result in a violation of
any of the provisions of the articles of incorporation, bylaws or other charter
or organizational documents of Wood Ranch; (ii) contravene or result in a
violation of any resolution adopted by the shareholders or directors of Wood
Ranch; (iii) result in a violation or breach of, or give any person the right to
declare (whether with or without notice or lapse of time) a default under or to
terminate, any agreement or other instrument to which Wood Ranch, Holtz or
Burnsed is a party or by which Wood Ranch or any of its assets or Holtz or
Burnsed is bound; (iv) give any person the right to accelerate the maturity of
any indebtedness or other obligation of Wood Ranch; (v) result in the loss of
any license or other contractual right of Wood Ranch; (vi) result in the loss
of, or in a violation of any of the terms, provisions or conditions of, any
governmental license, permit, authorization or franchise of Wood Ranch; (vii)
result in the creation or imposition of any lien, charge, encumbrance or
restriction on any of the assets of Wood Ranch or on Holtz and Burnsed's stock
in Wood Ranch; (viii) result in the reassessment or revaluation of any property
of Wood Ranch or by any taxing authority or other governmental authority; (ix)
result in the imposition of, or subject Wood Ranch to any liability for, any
conveyance or transfer tax or any similar tax; or (x) result in a violation of
any law, rule, regulation, treaty, ruling, directive, order, arbitration award,
judgment or decree to which Wood Ranch or any of its assets or any of Holtz and
Burnsed's stock in Wood Ranch is subject.

4.16. APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by Wood Ranch, Holtz or Burnsed in connection with the execution, delivery
or performance of this Agreement, including the sale to CLMI of the shares of
Holtz and Burnsed's stock in Wood Ranch being acquired by CLMI hereunder.

4.17. BROKERS.

Wood Ranch has not agreed to pay any brokerage fees, finder's fees or other
fees or commissions with respect to the transactions contemplated by this
Agreement, and, to Wood Ranch's knowledge, no person is entitled, or intends to
claim that it is entitled, to receive any such fees or commissions in connection
with such transaction.

4.18. FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of Wood Ranch,
Holtz, or Burnsed contains any untrue statement of a material fact or omits to
state a material fact necessary to make the representations and other statements
contained herein and therein not misleading.

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<PAGE>

4.19. REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of Wood Ranch, Holtz and Burnsed set
forth in this Agreement are true and correct on the date hereof, and will be
true and correct on the Closing Date as though such representations and
warranties were made as of the Closing Date.

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<PAGE>

4.20 NON-DISTRIBUTIVE INTENT.

The shares of CLMI stock being acquired by Holtz and Burnsed pursuant to
this Agreement are not being acquired by Holtz and Burnsed with a view to the
public distribution of them. Holtz and Burnsed acknowledge and agree that
the CLMI stock acquired by them pursuant to this Agreement has not been
registered or qualified under federal or state securities laws, and may not
be sold, conveyed, transferred, assigned or hypothecated without being
registered under the Securities Act of 1933, as amended, and applicable
state law, or in the alternative submission of evidence reasonably
satisfactory to CLMI that an exemption from registration is available.

5. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to Wood Ranch, Holtz and Burnsed as follows:

5.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

5.2 GOOD STANDING.

5.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Holtz, Burnsed and Wood Ranch complete and correct
copies of (i) the articles of incorporation, bylaws and other charter or
organizational documents of CLMI, including all amendments thereto, (ii) the
stock records of CLMI, and (iii) the minutes and other records of the meetings
and other proceedings of the shareholders and directors of CLMI. CLMI is not in
violation or breach of (i) any of the provisions of its articles of
incorporation, bylaws or other charter or organizational documents, or (ii) any
resolution adopted by its shareholders or directors. There have been no
meetings or other proceedings of the shareholders or directors of CLMI that

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<PAGE>

are not fully reflected in the appropriate minute books or other written records
of the Company.

5.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 7,000,000 shares will be
issued and outstanding as indicated in Section 3.2 of this Agreement, and
2,000,000 shares of preferred stock, par value $.001 per share, none of which is
issued and outstanding. All of the outstanding shares of the capital stock of
CLMI are validly issued, fully paid and nonassessable, and have been issued in
full compliance with all applicable federal, state, local and foreign securities
laws and other laws. Except as disclosed in Section 3.2 or pursuant to Section
5.5 or elsewhere in this Agreement, there are no (i) outstanding options,
warrants or rights to acquire any shares of the capital stock or other
securities of CLMI, (ii) outstanding securities or obligations which are
convertible into or exchangeable for any shares of the capital stock or other
securities of CLMI, or (iii) contracts or arrangements under which CLMI is or
may become bound to sell or otherwise issue any shares of its capital stock or
any other securities.

5.5 FINANCIAL STATEMENTS.

CLMI has delivered to Holtz, Burnsed and Wood Ranch the following financial
statements (the "CLMI Financial Statements"): (i) the balance sheet of CLMI as
of December 31, 1998; and (ii) the statements of income and retained earnings,
stockholders' equity and changes in financial position of CLMI for the year
ended December 31, 1998; and (iii) supporting supplemental schedules. Except as
stated therein or in the notes thereto, the CLMI Financial Statements: (a)
present fairly the financial position of CLMI as of the respective dates thereof
and the results of operations and changes in financial position of CLMI for the
respective periods covered thereby; and (b) have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the periods covered.

5.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to Holtz, Burnsed or Wood Ranch in writing in
Exhibit A to this Agreement, since December 31, 1998, there has not been any
material adverse change in the business, condition, assets, operations or
prospects of CLMI and no event has occurred that might have an adverse effect on
the business, condition, assets, operations or prospects of CLMI.

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<PAGE>

5.7 ABSENCE OF UNDISCLOSED LIABILITIES.

5.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.9 NON-CONTRAVENTION.

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<PAGE>

5.10 APPROVALS.

5.11 BROKERS.

5.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to Holtz and Burnsed or Wood Ranch by or
on behalf of CLMI contains any untrue statement of a material fact or omits to
state a material fact necessary to make the representations and other statements
contained herein and therein not misleading.

5.13 REPRESENTATIONS TRUE ON CLOSING DATE.

6. INJUNCTIVE RELIEF

6.1. DAMAGES INADEQUATE.

6.2. INJUNCTIVE RELIEF.

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<PAGE>

that in the event that any such action or proceeding is brought in equity to
enforce them, the defaulting or breaching party will not urge a defense that
there is an adequate remedy at law.

7. WAIVERS.

8. SUCCESSORS AND ASSIGNS.

Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

9. ENTIRE AND SOLE AGREEMENT.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into as of March 26, 1999, by and between
ZOI, Holtz, Burnsed, and Wood Ranch. This Agreement constitutes the entire
agreement between the parties and supersedes all other agreements,
representations, warranties, statements, promises and undertakings, whether oral
or written, with respect to the subject matter of this Agreement. This
Agreement may be modified or amended only by a written agreement signed by the
parties against whom the amendment is sought to be enforced.

10. GOVERNING LAW.

11. COUNTERPARTS.

-15-
<PAGE>

12. ATTORNEYS' FEES AND COSTS.

13. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

14. REMEDIES.

15. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are not a part of this Agreement and shall not be used in construing it.

16. SEVERABILITY.

17. NOTICES.

-16-
<PAGE>

IF TO ZOI:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Attention: Robert Holtz, President
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO WOOD RANCH, HOLTZ OR BURNSED:

William Burnsed or Robert Holtz
Wood Ranch Technology Group, Inc.
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suite 900
Santa Monica, California 90401
Telephone: (310) 393-9992
Facsimile: (310) 393-2004

18. PUBLICITY.

-17-
<PAGE>

IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
-----------------------------------------
Edward L. Torres, President

ZOI: ZEROS & ONES, INC.

By:
-----------------------------------------
Robert Holtz, President

HOLTZ: By:
-----------------------------------------
Robert Holtz

BURNSED By:
-----------------------------------------
William Burnsed

WOOD RANCH: WOOD RANCH TECHNOLOGY GROUP, INC.

By:
-----------------------------------------
Robert Holtz, President

-18-
<PAGE>

EXHIBIT A

MATERIAL CHANGES

None.

<PAGE>

EXHIBIT 7.3

PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT

This Plan of Reorganization and Exchange Agreement (the "Agreement") is
made and entered into as of the 1st day of July 1999 by and between Commercial
Labor Management, Inc., a Nevada corporation ("CLMI"), Zeros & Ones, Inc., a
Delaware corporation ("ZOI"), Robert Holtz, an individual ("Holtz"), Bernie
Butler-Smith, an individual ("Butler-Smith"), and Polygonal Research
Corporation, a Delaware corporation ("Polygonal"), with respect to the
following facts:

RECITALS

B. Holtz and Butler-Smith own 100% of the total issued and outstanding
capital stock of Polygonal.

C. Polygonal is engaged in the business of developing an image
compression technology called Dynamic Polygonal Compression ("DPC"),
and manufacturing products that utilize the DPC engine.

D. CLMI is a public reporting company trading on the OTC Bulletin Board.
CLMI was incorporated for the purpose of engaging in any lawful
business.

E. CLMI desires to acquire 100% of the total issued and outstanding stock
of Polygonal in exchange for a total of 600,000 shares of the Common
Stock of CLMI, to be issued 300,000 shares to Holtz and 300,000 shares
to Butler-Smith in accordance with this Agreement.

F. The plan of reorganization evidenced by this Agreement is intended to
be a tax free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. It is part of an overall tax free plan of
reorganization pursuant to which CLMI is also acquiring 100% of the
assets of ZOI and 100% of the total issued and outstanding stock of
Quantum Arts, Inc., Wood Ranch Technology Group, Inc., Kidvision, Inc.
EKO Corporation, and Pillar West Entertainment, Inc.

<PAGE>

1. EXCHANGE OF EQUITY INTERESTS

In consideration for the issuance of a total of 600,000 shares of the
Common Stock, par value $.001 per share, of CLMI to Holtz and Butler-Smith, and
the other covenants of CLMI in this Agreement, Holtz and Butler-Smith hereby
agree to convey to CLMI all of Holtz' and Butler-Smith's capital stock and
right, title and interest in and to Polygonal, effective as of the date first
above written.

2. CLOSING AND FURTHER ACTS

The closing of the exchange (the "Closing") will occur as soon practicable
after the execution of this Agreement by all parties hereto, but not later than
July 1, 1999 (the "Closing Date"). At the Closing, Holtz and Butler-Smith will
tender to CLMI certificates and any other documents evidencing 100% of Holtz'
and Butler-Smith's ownership in Polygonal, and CLMI will deliver to Holtz and
Butler-Smith each a stock certificate evidencing 300,000 shares of the Common
Stock, par value $.001 per share, of CLMI being issued to Holtz and Butler-Smith
pursuant to this Agreement. All parties to this Agreement hereby agree to
execute all other documents and take all other action which are reasonably
necessary or appropriate in order to effect all of the transactions contemplated
by this Agreement.

3. COVENANTS OF CLMI

3.1 MANAGEMENT OF CLMI AND POLYGONAL AFTER CLOSING.

After the Closing, Holtz will be a director of CLMI and a director of
Polygonal, and Butler-Smith will be a director of CLMI and the President and
Chairman of the Board of Directors of Polygonal. CLMI agrees that for the first
year after the Closing, Polygonal will have a Board of Directors consisting of
three to five members, one of which will be Butler-Smith, one of which will be
Holtz or another person designated by Holtz, and the other one or more of whom
will be mutually agreed upon by Holtz and Butler-Smith.

3.2 PERCENTAGE OWNERSHIP IN CLMI.

After the Closing and after the acquisition by CLMI of 100% of the assets
of ZOI and 100% of the outstanding stock of Polygonal Research Corporation, EKO
Corporation, Kidvision, Inc., Wood Ranch Technology Corporation, and Pillar West
Entertainment, Inc., CLMI will have a total of 7,000,000 shares of its Common
Stock outstanding, and 320,000 warrants to purchase an additional 320,000 shares
of CLMI's Common Stock for a purchase price of $3.00 per share for a period of
three years from the date of issue of the Warrants, which is expected to occur
on or about July 1, 1999. CLMI will have no other equity securities or
securities convertible into equity

<PAGE>

securities of CLMI outstanding on the Closing Date.

4. REPRESENTATIONS AND WARRANTIES OF POLYGONAL, HOLTZ AND BUTLER-SMITH.

Polygonal, Holtz and Butler-Smith represent and warrant to CLMI as follows:

4.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

Polygonal, Holtz and Butler-Smith have full power and authority to enter
into this Agreement and to perform their obligations hereunder. The execution,
delivery and performance of this Agreement by them has been duly authorized by
all necessary action on their part. Assuming that this Agreement is a valid and
binding obligation of each of the other parties hereto, this Agreement is a
valid and binding obligation of Polygonal, Holtz and Butler-Smith.

4.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which Polygonal
directly or indirectly controls or in which Polygonal directly or indirectly
owns any equity or other interest.

4.3 GOOD STANDING.

Polygonal (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, (ii) has all
necessary power and authority to own its assets and to conduct its business as
it is currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

4.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

Polygonal has delivered to CLMI complete and correct copies of (i) the
articles of incorporation, bylaws and other charter or organizational
documents of Polygonal, including all amendments thereto, (ii) the stock
records of Polygonal, and (iii) the minutes and other records of the meetings
and other proceedings of the shareholders and directors of Polygonal.
Polygonal is not in violation or breach of (i) any of the provisions of its
articles of incorporation, bylaws or other charter or organizational
documents, or (ii) any resolution adopted by its shareholders or directors.
There have been no meetings or other proceedings of the shareholders or
directors of Polygonal that are not fully reflected in the appropriate minute
books or other written records of Polygonal.

4.5 CAPITALIZATION.

<PAGE>

The authorized capital stock of Polygonal consists of fifteen hundred
(1,500) shares of common stock, no par value per share, of which 1,500 shares
are issued and outstanding. All of the outstanding shares of the capital stock
of Polygonal are validly issued, fully paid and nonassessable, and have been
issued in full compliance with all applicable federal, state, local and foreign
securities laws and other laws. There are no (i) outstanding options, warrants
or rights to acquire any shares of the capital stock or other securities of
Polygonal, (ii) outstanding securities or obligations which are convertible into
or exchangeable for any shares of the capital stock or other securities of
Polygonal, or (iii) contracts or arrangements under which Polygonal is or may
become bound to sell or otherwise issue any shares of its capital stock or any
other securities.

4.6 FINANCIAL STATEMENTS.

Polygonal has delivered to CLMI the following financial statements (the
"Polygonal Financial Statements"): the unaudited balance sheet of Polygonal as
of December 31, 1998 (the "December 31, 1998 Balance Sheet"). Except as stated
therein or in the notes thereto, the Polygonal Financial Statements: (a)
present fairly the financial position of Polygonal as of the respective dates
thereof; and (b) have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
covered.

4.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit A to this
Agreement, since December 31, 1998:

(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of Polygonal and no
event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of Polygonal.

(b) Polygonal has not (i) declared, set aside or paid any dividend
or made any other contribution in respect of any shares of capital stock,
nor (ii) repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities.

<PAGE>

(d) Polygonal has not amended its articles of incorporation, bylaws
or other charter or organizational documents, nor has it effected or been a
party to any merger, recapitalization, reclassification of shares, stock
split, reverse stock split, reorganization or similar transaction.

(e) Polygonal has not formed any subsidiary or contributed any
funds or other assets to any subsidiary.

(f) Polygonal has not purchased or otherwise acquired any assets,
nor has it leased any assets from any other person, except in the ordinary
course of business consistent with past practice.

(g) Polygonal has not made any capital expenditure outside the
ordinary course of business or inconsistent with past practice, or in an
amount exceeding three thousand dollars ($3,000), and the total amount of
the capital expenditures made by Polygonal has not exceeded ten thousand
dollars ($10,000).

(h) Polygonal has not sold or otherwise transferred any assets to
any other person, except in the ordinary course of business consistent with
past practice and at a price equal to the fair market value of the assets
transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of Polygonal (whether or not covered by
insurance).

(j) Polygonal has not written off as uncollectible any
indebtedness or accounts receivable, except for write-offs that were made
in the ordinary course of business consistent with past practice and that
involved less than one hundred dollars ($100) singly and less than one
thousand dollars ($1,000) in the aggregate.

(k) Polygonal has not leased any assets to any other person except
in the ordinary course of business consistent with past practice and at a
rental rate equal to the fair rental value of the leased assets.

(l) Polygonal has not mortgaged, pledged, hypothecated or
otherwise encumbered any assets, except in the ordinary course of business
consistent with past practice.

<PAGE>
(m) Polygonal has not entered into any contract or incurred any
debt, liability or other obligation (whether absolute, accrued, contingent
or otherwise), except for (i) contracts that were entered into in the
ordinary course of business consistent with past practice and that have
terms of less than six months and do not contemplate payments by or to
Polygonal which will exceed, over the term of the contract, three thousand
dollars ($3,000) in the aggregate, and (ii) current liabilities incurred in
the ordinary course of business consistent with the past practice.

(n) Polygonal has not made any loan or advance to any other
person, except for advances that have been made to customers in the
ordinary course of business consistent with past practice and that have
been properly reflected as "accounts receivables."

(o) Polygonal has not paid any bonus to, or increased the amount
of the salary, fringe benefits or other compensation or remuneration
payable to, any of the directors, officers or employees of Polygonal.

(p) No contract or other instrument to which Polygonal is or was a
party or by which Polygonal or any of Polygonal's assets are or were bound
has been amended or terminated, except in the ordinary course of business
consistent with past practice.

(q) Polygonal has not discharged any lien or discharged or paid any
indebtedness, liability or other obligation, except for current liabilities
that (i) are reflected in the December 31, 1998 Balance Sheet or have been
incurred since December 31, 1998 in the ordinary course of business
consistent with past practice, and (ii) have been discharged or paid in the
ordinary course of business consistent with past practice.

(r) Polygonal has not forgiven any debt or otherwise released or
waived any right or claim, except in the ordinary course of business
consistent with past practice.

(s) Polygonal has not changed its methods of accounting or its
accounting practices in any respect.

(t) Polygonal has not entered into any transaction outside the
ordinary course of business or inconsistent with past practice.

(u) Polygonal has not agreed or committed (orally or in writing) to
do any of the things described in clauses (b) through (t) of this Section
4.7.

<PAGE>

4.8 ABSENCE OF UNDISCLOSED LIABILITIES.

Polygonal has no debt, liability or other obligation of any nature (whether
due or to become due and whether absolute, accrued, contingent or otherwise)
that is not reflected or reserved against in the December 31, 1998 Balance
Sheet, except for obligations incurred since December 31, 1998 in the ordinary
course of business consistent with past practice.

4.9 CONTRACTS.

Polygonal has delivered to CLMI complete and correct copies of all of the
contracts and other instruments including all amendment hereto. All of such
contracts and other instruments are valid and in full force and effect, and are
enforceable in accordance with their terms. There is no existing default by any
person under any of said contracts or other instruments, and there exists no
condition or set of circumstance which, with notice or lapse of time or both,
would constitute such a default.

4.10 TITLE TO PERSONAL PROPERTY.

Polygonal has good, valid and marketable title to all of its personal
property (both tangible and intangible) and interests therein, including without
limitation all of the personal property reflected in the December 31, 1998
Balance Sheet. All of such personal property and interests therein are owned
free and clear of any liens, pledges, security interests, claims, equities,
options, charges, encumbrances or restrictions.

4.11 TAX MATTERS.

All federal, state, local and foreign tax returns required to be filed by
Polygonal have been properly prepared and duly filed, and all taxes required to
be paid by, or claimed by any federal, state, local or foreign taxing authority
to be payable by, the Company have been paid in full. The provisions for taxes
reflected in the December 31, 1998 Balance Sheet are adequate for all taxes
payable with respect to the period prior to December 31, 1998. There is no (i)
pending audit or examination of Polygonal (or of any of the tax returns thereof)
being conducted by any federal, state, local or foreign taxing authority, (ii)
pending or threatened claim or dispute relating to the payment of any taxes by
Polygonal, (iii) basis upon which any federal, state, local or foreign taxing
authority may make any claim for the payment of additional taxes by Polygonal,
or (iv) outstanding agreement or waiver extending the statutory limitations
period applicable to the payment of any taxes by Polygonal.

<PAGE>

4.12. COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

Polygonal, to its knowledge, is not in violation of, nor has it failed to
conduct its business in full compliance with, any applicable federal, state,
local or foreign laws, regulations, rules, treaties, rulings, orders, directives
or decrees. Polygonal has delivered to CLMI complete and correct copies of all
of the licenses, permits, authorizations and franchises to which Polygonal is
subject and all said licenses, permits, authorizations and franchises are valid
and in full force and effect. Said licenses, permits, authorizations and
franchises constitute all of the licenses, permits, authorizations and
franchises necessary to permit Polygonal to conduct its business in the manner
in which it is now being conducted, and Polygonal is not in violation or breach
of any of the terms, requirements or conditions of any of said licenses,
permits, authorizations or franchises.

4.13. TITLE TO HOLTZ AND BUTLER-SMITH'S STOCK.

Holtz and Butler-Smith have good, valid and marketable title to all of
Holtz and Butler-Smith's stock in Polygonal, and can convey good title to said
stock to CLMI free and clear of any liens, claims, encumbrances or security
interests.

4.14. LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to Polygonal's knowledge,
threatened against or with respect to Polygonal which (i) if adversely
determined would have an adverse effect on the business, condition, assets,
operations or prospects of Polygonal, or (ii) challenges or would challenge any
of the actions required to be taken by the Polygonal under this Agreement.
There exists no basis for any such action, suit, proceeding, dispute,
litigation, claim, complaint or investigation.

4.15 NON-CONTRAVENTION.

<PAGE>

Neither (a) the execution and delivery of this Agreement, nor (b) the
performance of this Agreement will: (i) contravene or result in a violation of
any of the provisions of the articles of incorporation, bylaws or other charter
or organizational documents of Polygonal; (ii) contravene or result in a
violation of any resolution adopted by the shareholders or directors of
Polygonal; (iii) result in a violation or breach of, or give any person the
right to declare (whether with or without notice or lapse of time) a default
under or to terminate, any agreement or other instrument to which Polygonal,
Holtz or Butler-Smith is a party or by which Polygonal or any of its assets or
Holtz or Butler-Smith is bound; (iv) give any person the right to accelerate the
maturity of any indebtedness or other obligation of Polygonal; (v) result in the
loss of any license or other contractual right of Polygonal; (vi) result in the
loss of, or in a violation of any of the terms, provisions or conditions of, any
governmental license, permit, authorization or franchise of Polygonal; (vii)
result in the creation or imposition of any lien, charge, encumbrance or
restriction on any of the assets of Polygonal or on Holtz and Butler-Smith's
stock in Polygonal; (viii) result in the reassessment or revaluation of any
property of Polygonal or by any taxing authority or other governmental
authority; (ix) result in the imposition of, or subject Polygonal to any
liability for, any conveyance or transfer tax or any similar tax; or (x) result
in a violation of any law, rule, regulation, treaty, ruling, directive, order,
arbitration award, judgment or decree to which Polygonal or any of its assets or
any of Holtz and Butler-Smith's stock in Polygonal is subject.

4.16. APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by Polygonal, Holtz or Butler-Smith in connection with the execution,
delivery or performance of this Agreement, including the sale to CLMI of the
shares of Holtz and Butler-Smith's stock in Polygonal being acquired by CLMI
hereunder.

4.17. BROKERS.

Polygonal has not agreed to pay any brokerage fees, finder's fees or other
fees or commissions with respect to the transactions contemplated by this
Agreement, and, to Polygonal's knowledge, no person is entitled, or intends to
claim that it is entitled, to receive any such fees or commissions in connection
with such transaction.

4.18. FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of Polygonal,
Holtz, or Butler-Smith contains any untrue statement of a material fact or omits
to state a material fact necessary to make the representations and other
statements contained herein and therein not misleading.

<PAGE>

4.19. REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of Polygonal, Holtz and Butler-Smith set
forth in this Agreement are true and correct on the date hereof, and will be
true and correct on the Closing Date as though such representations and
warranties were made as of the Closing Date.

<PAGE>

4.20 NON-DISTRIBUTIVE INTENT.

The shares of CLMI stock being acquired by Holtz and Butler-Smith pursuant
to this Agreement are not being acquired by Holtz and Butler-Smith with a view
to the public distribution of them. Holtz and Butler-Smith acknowledge and
agree that the CLMI stock acquired by them pursuant to this Agreement has not
been registered or qualified under federal or state securities laws, and may not
be sold, conveyed, transferred, assigned or hypothecated without being
registered under the Securities Act of 1933, as amended, and applicable state
law, or in the alternative submission of evidence reasonably satisfactory to
CLMI that an exemption from registration is available.

5. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to Polygonal, Holtz and Butler-Smith as
follows:

5.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

5.2 GOOD STANDING.

5.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Holtz, Butler-Smith and Polygonal complete and
correct copies of (i) the articles of incorporation, bylaws and other charter or
organizational documents of CLMI, including all amendments thereto, (ii) the
stock records of CLMI, and (iii) the minutes and other records of the meetings
and other proceedings of the shareholders and directors of CLMI. CLMI is not in
violation or breach of (i) any of the provisions of its articles of
incorporation, bylaws or other charter or organizational documents, or (ii) any
resolution adopted by its shareholders or directors. There have been no
meetings or other proceedings of the shareholders or directors of CLMI that

<PAGE>

are not fully reflected in the appropriate minute books or other written
records of the Company.

5.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 7,000,000 shares will be
issued and outstanding as indicated in Section 3.2 of this Agreement, and
2,000,000 shares of preferred stock par value $.001 per share, none of which is
issued and outstanding. All of the outstanding shares of the capital stock of
CLMI are validly issued, fully paid and nonassessable, and have been issued in
full compliance with all applicable federal, state, local and foreign securities
laws and other laws. Except as disclosed in Section 3.2 or pursuant to Section
5.5 or elsewhere in this Agreement, there are no (i) outstanding options,
warrants or rights to acquire any shares of the capital stock or other
securities of CLMI, (ii) outstanding securities or obligations which are
convertible into or exchangeable for any shares of the capital stock or other
securities of CLMI, or (iii) contracts or arrangements under which CLMI is or
may become bound to sell or otherwise issue any shares of its capital stock or
any other securities.

5.5 FINANCIAL STATEMENTS.

CLMI has delivered to Holtz, Butler-Smith and Polygonal the following
financial statements (the "CLMI Financial Statements"): (i) the balance
sheet of CLMI as of December 31, 1998; and (ii) the statements of income and
retained earnings, stockholders' equity and changes in financial position of
CLMI for the year ended December 31, 1998; and (iii) supporting supplemental
schedules. Except as stated therein or in the notes thereto, the CLMI Financial
Statements: (a) present fairly the financial position of CLMI as of the
respective dates thereof and the results of operations and changes in financial
position of CLMI for the respective periods covered thereby; and (b) have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods covered.

5.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to Holtz, Butler-Smith or Polygonal in
writing in Exhibit A to this Agreement, since December 31, 1998, there has not
been any material adverse change in the business, condition, assets, operations
or prospects of CLMI and no event has occurred that might have an adverse effect
on the business, condition, assets, operations or prospects of CLMI.

<PAGE>

5.7 ABSENCE OF UNDISCLOSED LIABILITIES.

5.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.9 NON-CONTRAVENTION.

<PAGE>

5.10 APPROVALS.

5.11 BROKERS.

5.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to Holtz, Butler-Smith or Polygonal by
or on behalf of CLMI contains any untrue statement of a material fact or omits
to state a material fact necessary to make the representations and other
statements contained herein and therein not misleading.

5.13 REPRESENTATIONS TRUE ON CLOSING DATE.

6. INJUNCTIVE RELIEF

6.1. DAMAGES INADEQUATE.

6.2. INJUNCTIVE RELIEF.

<PAGE>

that in the event that any such action or proceeding is brought in equity to
enforce them, the defaulting or breaching party will not urge a defense that
there is an adequate remedy at law.

7. WAIVERS.

8. SUCCESSORS AND ASSIGNS.

Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

9. ENTIRE AND SOLE AGREEMENT.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into on March 26, 1999 by and between ZOI,
Holtz, Butler-Smith, and Polygonal. This Agreement constitutes the entire
agreement between the parties and supersedes all other agreements,
representations, warranties, statements, promises and undertakings, whether oral
or written, with respect to the subject matter of this Agreement. This
Agreement may be modified or amended only by a written agreement signed by the
parties against whom the amendment is sought to be enforced.

10. GOVERNING LAW.

11. COUNTERPARTS.

<PAGE>

12. ATTORNEYS' FEES AND COSTS.

13. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

14. REMEDIES.

15. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are not a part of this Agreement and shall not be used in construing it.

16. SEVERABILITY.

17. NOTICES.

<PAGE>

IF TO ZOI:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Attention: Robert Holtz, President
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suite 900
Santa Monica, California 90401
Telephone: (310) 393-9992
Facsimile: (310) 393-2004

IF TO POLYGONAL, HOLTZ OR BUTLER-SMITH:

Bernie Butler-Smith or Robert Holtz
Polygonal Research Corporation
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

18. PUBLICITY.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
----------------------------------------------
Edward L. Torres, President

ZOI: ZEROS & ONES, INC.

By:
----------------------------------------------
Robert Holtz, President

HOLTZ: By:
----------------------------------------------
Robert Holtz

BUTLER-SMITH By:
----------------------------------------------
Bernie Butler-Smith

POLYGONAL: POLYGONAL RESEARCH CORPORATION

By:
----------------------------------------------
Robert Holtz, President

<PAGE>

EXHIBIT A

MATERIAL CHANGES

None.

<PAGE>

EXHIBIT 7.4
PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT

This Plan of Reorganization and Exchange Agreement (the "Agreement") is
made and entered into as of the 1st day of July 1999 by and between Commercial
Labor Management, Inc., a Nevada corporation ("CLMI"), Zeros & Ones, Inc., a
Delaware corporation ("ZOI"), Steve Schklair, an individual ("Schklair"), and
Quantum Arts, Inc., a California corporation ("QA"), with respect to the
following facts:

RECITALS

A. This Agreement hereby supercedes and replaces the Plan of
Reorganization and Exchange Agreement made and entered into as of
April 30, 1999 by and between Zeros & Ones, Inc. ("ZOI"), Schklair,
and QA.

B. Schklair owns 100% of the total issued and outstanding capital stock
of QA.

C. QA is engaged in the business of producing CD-ROM titles, providing
other multimedia consulting services, and conducting research on three
dimensional digital television.

D. CLMI is a public reporting company trading on the OTC Bulletin Board.
CLMI was incorporated for the purpose of engaging in any lawful
business.

E. CLMI desires to acquire 100% of the total issued and outstanding stock
of QA in exchange for 850,000 shares of the common stock of CLMI, to
be issued to Schklair in accordance with this Agreement, and
reimbursement by CLMI of Schklair's costs.

F. The parties to this Agreement intend that the transactions
contemplated by this Agreement be a tax free reorganization pursuant
to Section 368 of the Internal Revenue Code of 1986, as amended. It
is part of an overall tax free plan of reorganization pursuant to
which CLMI is also acquiring 100% of the assets of ZOI and 100% of the
total issued and outstanding stock of Wood Ranch Technology Group,
Inc., Polygonal Research Corporation, EKO Corporation, Pillar West
Entertainment, Inc. and Kidvision, Inc.

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1. EXCHANGE OF EQUITY INTERESTS

In consideration for the issuance of a total of 850,000 shares of the
Common Stock, par value $.001 per share, of CLMI to Schklair and the other
covenants of CLMI in this Agreement, Schklair hereby agrees to convey to CLMI
all of Schklair's capital stock and right, title and interest in and to QA,
effective as of the date first above written.

2. CLOSING AND FURTHER ACTS

The closing of the exchange (the "Closing") will occur as soon practicable
after the execution of this Agreement by all parties hereto, but not later than
July 1, 1999 (the "Closing Date"). At the Closing, Schklair will tender to CLMI
certificates and any other documents evidencing 100% of Schklair's ownership in
QA, and CLMI will deliver to Schklair a stock certificate evidencing 850,000
shares of the Common Stock, par value $.01 per share, of CLMI being issued to
Schklair pursuant to this Agreement. All parties to this Agreement hereby agree
to execute all other documents and take all other action which are reasonably
necessary or appropriate in order to effect all of the transactions contemplated
by this Agreement.

3. COVENANTS OF CLMI

3.1. REIMBURSEMENT OF EXPENSES TO SCHKLAIR.

CLMI agrees to pay Schklair $300,000 in cash as reimbursement of expenses
personally incurred by Schklair for QA from the inception of QA until the
Closing. CLMI will pay the reimbursement amount to Schklair as follows:
$100,000 on or before July 31, 1999, $100,000 on or before September 30, 1999
and $100,000 on or before December 31, 1999.

3.2 MANAGEMENT OF CLMI AND QA AFTER CLOSING.

After the Closing, Schklair will be a director and the President of CLMI,
and the Chairman of the Board of Directors and Chief Executive Officer of QA.
Robert Holtz will be the Chairman of the Board of Directors and Chief Executive
Officer of CLMI. CLMI agrees that for the first year after the Closing, QA will
have a Board of Directors consisting of three to five members, one of which will
be Schklair, one of which will be designated by CLMI, and the other one or more
of whom will be mutually agreed upon by Robert Holtz and Schklair.

3.3 PERCENTAGE OWNERSHIP IN CLMI.

After the Closing and after the acquisition by CLMI of the assets or
outstanding stock of ZOI, Polygonal Research Corporation, EKO Corporation,
Kidvision, Inc., Wood Ranch Technology Group, Inc., and Pillar West
Entertainment, Inc., CLMI will have a total of 7,000,000 shares of its

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Common Stock outstanding, and 320,000 warrants to purchase an additional
320,000 shares of CLMI's Common Stock for a purchase price of $3.00 per share
for a period of three years from the date of issue of the Warrants, which is
expected to occur on or about July 1, 1999. CLMI will have no other equity
securities or securities convertible into equity securities of CLMI
outstanding on the Closing Date.

3.4 RESEARCH AND DEVELOPMENT PROJECTS.

Any material research and development projects to be undertaken by QA will
be subject to approval of CLMI's Board of Directors.

4. REPRESENTATIONS AND WARRANTIES OF QA AND SCHKLAIR.

QA and Schklair represent and warrant to CLMI as follows:

4.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

QA and Schklair have full power and authority to enter into this Agreement
and to perform their obligations hereunder. The execution, delivery and
performance of this Agreement by them has been duly authorized by all necessary
action on their part. Assuming that this Agreement is a valid and binding
obligation of each of the other parties hereto, this Agreement is a valid and
binding obligation of QA and Schklair.

4.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which QA directly or
indirectly controls or in which QA directly or indirectly owns any equity or
other interest.

4.3 GOOD STANDING.

QA (i) is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, (ii) has all necessary
power and authority to own its assets and to conduct its business as it is
currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

4.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

QA has delivered or will deliver to CLMI complete and correct copies of
(i) the articles of incorporation, bylaws and other charter or organizational
documents of QA, including all amendments thereto, (ii) the stock records of
QA, and (iii) the minutes and other records of the meetings and other
proceedings of the shareholders and directors

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of QA. QA is not in violation or breach of (i) any of the provisions of its
articles of incorporation, bylaws or other charter or organizational
documents, or (ii) any resolution adopted by its shareholders or directors.
There have been no meetings or other proceedings of the shareholders or
directors of QA that are not fully reflected in the appropriate minute books
or other written records of QA.

4.5 CAPITALIZATION.

The authorized capital stock of QA consists of one hundred thousand
(100,000) shares of common stock, no par value, of which 1,500 shares are issued
and outstanding. All of the outstanding shares of the capital stock of QA are
validly issued, fully paid and nonassessable, and have been issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. Except as disclosed in Exhibit A to this Agreement, there are
no (i) outstanding options, warrants or rights to acquire any shares of the
capital stock or other securities of QA, (ii) outstanding securities or
obligations which are convertible into or exchangeable for any shares of the
capital stock or other securities of QA, or (iii) contracts or arrangements
under which QA is or may become bound to sell or otherwise issue any shares of
its capital stock or any other securities.

4.6 FINANCIAL STATEMENTS.

QA has delivered or will deliver to CLMI the following financial statements
(the "QA Financial Statements"): the audited balance sheet of QA's
unincorporated predecessor-in-interest as of December 31, 1998, along with an
income and expense statement. Except as stated therein or in the notes thereto,
the QA Financial Statements: (a) present fairly the financial position of QA as
of the respective dates thereof and the results of operations and changes in
financial position of QA for the respective periods covered thereby; and (b)
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods covered.

4.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit A to this
Agreement, since the date of QA's incorporation on April 13, 1999:

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(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of QA and no event has
occurred that might have an adverse effect on the business, condition,
assets, operations or prospects of QA.

(b) QA has not (i) declared, set aside or paid any dividend or made
any other contribution in respect of any shares of capital stock, nor (ii)
repurchased, redeemed or otherwise reacquired any shares of capital stock
or other securities.

(c) QA has not sold or otherwise issued any shares of capital stock
or any other securities, otherwise than in connection with its
organization.

(d) QA has not amended its articles of incorporation, bylaws or
other charter or organizational documents, nor has it effected or been a
party to any merger, recapitalization, reclassification of shares, stock
split, reverse stock split, reorganization or similar transaction.

(e) QA has not formed any subsidiary or contributed any funds or
other assets to any subsidiary.

(f) QA has not purchased or otherwise acquired any assets, nor has
it leased any assets from any other person, except in the ordinary course
of business consistent with past practice.

(g) QA has not made any capital expenditure outside the ordinary
course of business or inconsistent with past practice, or in an amount
exceeding five thousand dollars ($5,000), and the total amount of the
capital expenditures made by QA has not exceeded ten thousand dollars
($10,000).

(h) QA has not sold or otherwise transferred any assets to any
other person, except in the ordinary course of business consistent with
past practice and at a price equal to the fair market value of the assets
transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of QA (whether or not covered by insurance).

(j) QA has not written off as uncollectible any indebtedness or
accounts receivable, except for write-offs that were made in the ordinary
course of business consistent with past practice and that involved less
than one hundred dollars ($100) singly and less than one thousand dollars
($1,000) in the aggregate.

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(k) QA has not leased any assets to any other person except in the
ordinary course of business consistent with past practice and at a rental
rate equal to the fair rental value of the leased assets.

(l) QA has not mortgaged, pledged, hypothecated or otherwise
encumbered any assets, except in the ordinary course of business consistent
with past practice.

(m) QA has not entered into any contract or incurred any debt,
liability or other obligation (whether absolute, accrued, contingent or
otherwise), except for (i) contracts that were entered into in the ordinary
course of business consistent with past practice and that have terms of
less than six months and do not contemplate payments by or to QA which will
exceed, over the term of the contract, three thousand dollars ($3,000) in
the aggregate, and (ii) current liabilities incurred in the ordinary course
of business consistent with the past practice.

(n) QA has not made any loan or advance to any other person,
except for advances that have been made to customers in the ordinary course
of business consistent with past practice and that have been properly
reflected as "accounts receivables."

(o) QA has not paid any bonus to, or increased the amount of the
salary, fringe benefits or other compensation or remuneration payable to,
any of the directors, officers or employees of QA.

(p) No contract or other instrument to which QA is or was a party
or by which QA or any of QA's assets are or were bound has been amended or
terminated, except in the ordinary course of business consistent with past
practice.

(q) QA has not discharged any lien or discharged or paid any
indebtedness, liability or other obligation, except for current liabilities
that (i) have been assumed from QA's predecessor-in-interest or incurred
since April 13, 1999 in the ordinary course of business consistent with
past practice, and (ii) have been discharged or paid in the ordinary course
of business consistent with past practice.

(r) QA has not forgiven any debt or otherwise released or waived
any right or claim, except in the ordinary course of business consistent
with past practice.

(s) QA has not changed its methods of accounting or its accounting
practices in any respect.

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(t) QA has not entered into any transaction outside the ordinary
course of business or inconsistent with past practice.

(u) QA has not agreed or committed (orally or in writing) to do any
of the things described in clauses (b) through (t) of this Section 4.7.

4.8 ABSENCE OF UNDISCLOSED LIABILITIES.

QA has no debt, liability or other obligation of any nature (whether due or
to become due and whether absolute, accrued, contingent or otherwise) except for
obligations incurred since December 31, 1998 in the ordinary course of business
consistent with past practice.

4.9 CONTRACTS.

QA has delivered or will deliver to CLMI complete and correct copies of all
of the contracts and other instruments including all amendment hereto. All of
such contracts and other instruments are valid and in full force and effect, and
are enforceable in accordance with their terms. There is no existing default by
any person under any of said contracts or other instruments, and there exists no
condition or set of circumstance which, with notice or lapse of time or both,
would constitute such a default.

4.10 TITLE TO PERSONAL PROPERTY.

QA has good, valid and marketable title to all of its personal property
(both tangible and intangible) and interests therein. All of such personal
property and interests therein are owned free and clear of any liens, pledges,
security interests, claims, equities, options, charges, encumbrances or
restrictions.

4.11 TAX MATTERS.

All federal, state, local and foreign tax returns required to be filed by
QA have been properly prepared and duly filed, and all taxes required to be paid
by, or claimed by any federal, state, local or foreign taxing authority to be
payable by, the Company have been paid in full. There is no (i) pending audit or
examination of QA (or of any of the tax returns thereof) being conducted by any
federal, state, local or foreign taxing authority, (ii) pending or threatened
claim or dispute relating to the payment of any taxes by QA, (iii) basis upon
which any federal, state, local or foreign taxing authority may make any claim
for the payment of additional taxes by QA, or (iv) outstanding agreement or
waiver extending the statutory limitations period applicable to the payment of
any taxes by QA.

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4.12. COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

QA, to its knowledge, is not in violation of, nor has it failed to conduct
its business in full compliance with, any applicable federal, state, local or
foreign laws, regulations, rules, treaties, rulings, orders, directives or
decrees. QA has delivered to CLMI complete and correct copies of all of the
licenses, permits, authorizations and franchises to which QA is subject and all
said licenses, permits, authorizations and franchises are valid and in full
force and effect. Said licenses, permits, authorizations and franchises
constitute all of the licenses, permits, authorizations and franchises necessary
to permit QA to conduct its business in the manner in which it is now being
conducted, and QA is not in violation or breach of any of the terms,
requirements or conditions of any of said licenses, permits, authorizations or
franchises.

4.13. TITLE TO SCHKLAIR'S STOCK.

Schklair has good, valid and marketable title to all of Schklair's stock in
QA, and can convey good title to said stock to CLMI free and clear of any liens,
claims, encumbrances or security interests.

4.14. LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to QA's knowledge, threatened
against or with respect to QA which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
QA, or (ii) challenges or would challenge any of the actions required to be
taken by the QA under this Agreement. There exists no basis for any such
action, suit, proceeding, dispute, litigation, claim, complaint or
investigation.

4.15 NON-CONTRAVENTION.

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license, permit, authorization or franchise of QA; (vii) result in the
creation or imposition of any lien, charge, encumbrance or restriction on any
of the assets of QA or on Schklair's stock in QA; (viii) result in the
reassessment or revaluation of any property of QA or by any taxing authority
or other governmental authority; (ix) result in the imposition of, or subject
QA to any liability for, any conveyance or transfer tax or any similar tax;
or (x) result in a violation of any law, rule, regulation, treaty, ruling,
directive, order, arbitration award, judgment or decree to which QA or any of
its assets or any of Schklair's stock in QA is subject.

4.16. APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by QA or Schklair in connection with the execution, delivery or performance
of this Agreement, including the sale to CLMI of the shares of Schklair's stock
in QA being acquired by CLMI hereunder.

4.17. BROKERS.

QA has not agreed to pay any brokerage fees, finder's fees or other fees or
commissions with respect to the transactions contemplated by this Agreement,
and, to QA's knowledge, no person is entitled, or intends to claim that it is
entitled, to receive any such fees or commissions in connection with such
transaction.

4.18. FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of QA or
Schklair contains any untrue statement of a material fact or omits to state a
material fact necessary to make the representations and other statements
contained herein and therein not misleading.

4.19. REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of QA and Schklair set forth in this
Agreement are true and correct on the date hereof.

4.20 NON-DISTRIBUTIVE INTENT.

The shares of CLMI stock being acquired by Schklair pursuant to this
Agreement are not being acquired by Schklair with a view to the public
distribution of them. Schklair acknowledges and agrees that the CLMI stock
acquired by him pursuant to this Agreement has not been registered or qualified
under federal or state securities

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laws, and may not be sold, conveyed, transferred, assigned or hypothecated
without being registered under the Securities Act of 1933, as amended, and
applicable state law, or in the alternative submission of evidence reasonably
satisfactory to CLMI that an exemption from registration is available.

5. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to QA and Schklair as follows:

5.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

5.2 GOOD STANDING.

5.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Schklair and QA complete and correct copies of (i)
the articles of incorporation, bylaws and other charter or organizational
documents of CLMI, including all amendments thereto, (ii) the stock records of
CLMI, and (iii) the minutes and other records of the meetings and other
proceedings of the shareholders and directors of CLMI. CLMI is not in violation
or breach of (i) any of the provisions of its articles of incorporation, bylaws
or other charter or organizational documents, or (ii) any resolution adopted by
its shareholders or directors. There have been no meetings or other proceedings
of the shareholders or directors of CLMI that are not fully reflected in the
appropriate minute books or other written records of the Company.

5.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 7,000,000 shares will be
issued and

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outstanding as indicated in Section 3.2 of this Agreement, and 2,000,000
shares of preferred stock par value $.001 per share, none of which is issued
and outstanding. All of the outstanding shares of the capital stock of CLMI
are validly issued, fully paid and nonassessable, and have been issued in
full compliance with all applicable federal, state, local and foreign
securities laws and other laws. Except as disclosed in Section 3.2 or
pursuant to Section 5.5 or elsewhere in this Agreement, there are no (i)
outstanding options, warrants or rights to acquire any shares of the capital
stock or other securities of CLMI, (ii) outstanding securities or obligations
which are convertible into or exchangeable for any shares of the capital
stock or other securities of CLMI, or (iii) contracts or arrangements under
which CLMI is or may become bound to sell or otherwise issue any shares of
its capital stock or any other securities.

5.5 FINANCIAL STATEMENTS.

CLMI has delivered to Schklair and QA the following financial statements
(the "CLMI Financial Statements"): (i) the audited balance sheet of CLMI as
of December 31, 1998; and (ii) the audited statements of income and retained
earnings, stockholders' equity and changes in financial position of CLMI for
the year ended December 31, 1998; and (iii) supporting supplemental schedules.
Except as stated therein or in the notes thereto, the CLMI Financial Statements:
(a) present fairly the financial position of CLMI as of the respective dates
thereof and the results of operations and changes in financial position of
CLMI for the respective periods covered thereby; and (b) have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods covered.

5.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to Schklair or QA in writing in Exhibit A to
this Agreement, since December 31, 1998, there has not been any material adverse
change in the business, condition, assets, operations or prospects of CLMI and
no event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of CLMI.

5.7 ABSENCE OF UNDISCLOSED LIABILITIES.

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5.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.9 NON-CONTRAVENTION.

5.10 APPROVALS.

5.11 BROKERS.

CLMI has not agreed to pay any brokerage fees, finder's fees or other fees
or commissions with respect to the transactions contemplated by this Agreement,
and,

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to CLMI's knowledge, no person is entitled, or intends to claim that it is
entitled, to receive any such fees or commissions in connection with such
transactions.

5.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to Schklair or QA by or on behalf of
CLMI contains any untrue statement of a material fact or omits to state a
material fact necessary to make the representations and other statements
contained herein and therein not misleading.

5.13 REPRESENTATIONS TRUE ON CLOSING DATE.

6. CONDITIONS TO CLOSING.

6.1 CONDITIONS PRECEDENT TO CLMI'S OBLIGATION TO CLOSE.

CLMI's obligation to close the plan of reorganization and exchange as
contemplated in this Agreement is conditioned upon the occurrence or waiver by
CLMI of the following:

(a) All representations and warranties of QA and Schklair made
in this Agreement or in any exhibit hereto delivered by QA and Schklair
shall be true and correct as of the Closing Date with the same force and
effect as if made on and as of that date.

(b) QA and Schklair shall have performed and complied with all
agreements, covenants and conditions required by this Agreement to be
performed or complied with by QA and Schklair prior to or at the Closing
Date.

(c) CLMI closes its Plan of Reorganization and Asset Purchase
Agreement, dated July 1, 1999, by and between ZOI, Commercial Labor
Management, Inc., Mark J. Richardson and Edward L. Torres.

6.2 CONDITIONS PRECEDENT TO QA'S AND SCHKLAIR'S OBLIGATION TO CLOSE.

QA's and Schklair's obligation to close the plan of reorganization and
exchange as contemplated in this Agreement is conditioned upon the occurrence or
waiver by QA or Schklair of the following:

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(a) All representations and warranties of CLMI made in this
Agreement or in any exhibit hereto delivered by CLMI shall be true and
correct on and as of the Closing Date with the same force and effect as if
made on and as of that date.

(b) CLMI shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with
by CLMI prior to or at the Closing Date.

(c) CLMI closes its Plan of Reorganization and Asset Purchase
Agreement, dated July 1, 1999, by and between ZOI, Commercial Labor
Management, Inc., Mark J. Richardson and Edward L. Torres.

7. INJUNCTIVE RELIEF

7.1 DAMAGES INADEQUATE.

7.2 INJUNCTIVE RELIEF.

It is therefore agreed that the other party to this Agreement who is
entitled to the benefit of the covenants and provisions of this Agreement which
have been breached, in addition to any other rights or remedies which they may
have, shall be entitled to immediate injunctive relief to enforce such covenants
and provisions, and that in the event that any such action or proceeding is
brought in equity to enforce them, the defaulting or breaching party will not
urge a defense that there is an adequate remedy at law.

8. WAIVERS.

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9. SUCCESSORS AND ASSIGNS.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into on April 30, 1999 by and between ZOI,
Schklair, and QA. Each covenant and representation of this Agreement shall
inure to the benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

10. ENTIRE AND SOLE AGREEMENT.

This Agreement constitutes the entire agreement between the parties and
supersedes all other agreements, representations, warranties, statements,
promises and undertakings, whether oral or written, with respect to the subject
matter of this Agreement. This Agreement may be modified or amended only by a
written agreement signed by the parties against whom the amendment is sought to
be enforced.

11. GOVERNING LAW.

12. COUNTERPARTS.

13. ATTORNEYS' FEES AND COSTS.

14. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

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15. REMEDIES.

16. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are not a part of this Agreement and shall not be used in construing it.

17. SEVERABILITY.

18. NOTICES.

IF TO ZOI:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 205
Encino, California 91436
Attention: Robert Holtz, President
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

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IF TO QA OR SCHKLAIR:

Steve Schklair
Quantum Arts, Inc.
39 East Walnut Street
Pasadena, California 91103
Burbank, California 91505
Telephone: (626) 584-4040
Facsimile: (626) 584-3089

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suit 900
Santa Monica, California 90401
Telephone: (310) 393-9992
Facsimile: (310) 393-2004

19. PUBLICITY.

No press release, notice to any third party or other publicity concerning
the transactions contemplated by this Agreement shall be issued, given or
otherwise disseminated without the prior approval of each of the parties
hereto; provided, however, that such approval shall not be unreasonably
withheld.

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IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
------------------------------------------------
Edward L. Torres, President

ZOI: ZEROS & ONES, INC.

By:
------------------------------------------------
Robert Holtz, President

SCHKLAIR:
----------------------------------------------------
Steve Schklair

QA: QUANTUM ARTS, INC.

By:
------------------------------------------------
Steve Schklair, President

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EXHIBIT "A"
TO
PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT
DATED AS OF JULY 1, 1999
BY AND BETWEEN
COMMERCIAL LABOR MANAGEMENT, INC., A NEVADA CORPORATION,
STEVE SCHKLAIR, AN INDIVIDUAL
AND QUANTUM ARTS, INC., A CALIFORNIA CORPORATION

SECTION 4.7

1. Pursuant to agreements with certain key employees, QA's predecessor
in interest has agreed to pay 14% of total net revenues from the project
entitled "Secret Diary" to the producer (7%) and the lead programmer (7%) for
such project ("SD Project").

2. QA has assumed certain of the rights and obligations of its
predecessor in interest in connection with the SD Project.

3. QA has entered into negotiations with McGraw Hill for the
development of a new media project.

4. Pursuant to a contribution agreement between QA and Steve Schklair
in connection with the formation of QA, Mr. Schklair retained a portion of the
total net revenues payable in connection with the SD Project as follows: Mr.
Schklair retained 50% of such revenues (after payment of the participation to
the producer and lead programmer) until QA has received $250,000 in net revenues
from the SD Project at which point Mr. Schklair is entitled to retain 80% of
such revenues.

SECTION 4.8

QA maintains a bank line of credit which it anticipates will be drawn down
in the amount of $20,000 during May 1999.

SECTION 4.10

Certain of QA's personal property, including computer and related equipment
is leased.

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SECTION 4.12

As QA has recently relocated, QA is in the process of obtaining the
necessary permits and licenses, including any permits and licenses that may be
required by the City of Pasadena.

SECTION 4.14

QA's predecessor in interest has received a claim relating to monies owing
to a former employee relating to the "Hot Wheels" project with Mattel, Inc.

<PAGE>

EXHIBIT 7.5
PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT

This Plan of Reorganization and Exchange Agreement (the "Agreement") is
made and entered into as of the 1st day of July 1999 by and between Commercial
Labor Management, Inc., a Nevada corporation ("CLMI"), Zeros & Ones, Inc., a
Delaware corporation ("ZOI"), Robert Holtz, an individual ("Holtz"), and EKO
Corporation, a Delaware corporation ("EKO"), with respect to the following
facts:

RECITALS

A. This Agreement hereby supercedes and replaces the Plan of
Reorganization and Exchange Agreement made and entered into as of
March 26, 1999 by and between ZOI, Holtz, and EKO.

B. Holtz owns 50% of the total issued and outstanding capital stock of
EKO and ZOI owns 50% of the total issued and outstanding capital stock
of EKO.

C. EKO is an Internet based commerce oriented online service and virtual
community for entertainment professionals.

D. ZOI is engaged in the business of providing Internet and media
consulting services, in designing and operating Internet websites,
building and licensing Internet core technology, and providing
software consulting services.

E. CLMI is a public reporting company trading on the OTC Bulletin Board.
CLMI was incorporated for the purpose of engaging in any lawful
business.

A. CLMI desires to acquire the 50% of the total issued and outstanding
stock of EKO owned by Holtz in exchange for 5,000 shares of the Common
Stock of CLMI, to be issued to Holtz in accordance with this
Agreement.

B. The plan of reorganization evidenced by this Agreement is intended to
be a tax free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. It is part of an overall tax free plan of
reorganization pursuant to which CLMI is also acquiring 100% of the
assets of ZOI and 100% of the total issued and outstanding stock of
Quantum Arts, Inc. Wood Ranch Technology Group, Inc., Kidvision, Inc,
Pillar West Entertainment, Inc. and Polygonal Research Corporation.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency to which are hereby acknowledged by the parties to this Agreement,
and in light of the above recitals to this Agreement, the parties to this
Agreement hereby agree as follows:

1. EXCHANGE OF EQUITY INTERESTS

<PAGE>

In consideration for the issuance of a total of 5,000 shares of the Common
Stock, par value $.001 per share, of CLMI to Holtz and the other covenants of
CLMI in this Agreement, Holtz hereby agrees to convey to CLMI all of Holtz's
capital stock and right, title and interest in and to EKO, effective as of the
date first above written.

2. CLOSING AND FURTHER ACTS

The closing of the exchange (the "Closing") will occur as soon practicable
after the execution of this Agreement by all parties hereto, but not later than
July 1, 1999 ("Closing Date"). At the Closing, Holtz will tender to CLMI
certificates and any other documents evidencing 100% of Holtz's ownership in
EKO, and CLMI will deliver to Holtz a stock certificate evidencing 5,000 shares
of the Common Stock, par value $.001 per share, of CLMI being issued to Holtz
pursuant to this Agreement. All parties to this Agreement hereby agree to
execute all other documents and take all other action which are reasonably
necessary or appropriate in order to effect all of the transactions contemplated
by this Agreement.

3. COVENANTS OF CLMI

3.1 MANAGEMENT OF CLMI AND EKO AFTER CLOSING.

After the Closing, Holtz will be a director of CLMI and the Chairman of the
Board of Directors of EKO. It is expected that Anthony Magliocco will be the
Chief Executive Officer of EKO. CLMI agrees that for the first year after the
Closing, EKO will have a Board of Directors consisting of three to five members,
all of whom will be designated by Holtz.

3.2 PERCENTAGE OWNERSHIP IN CLMI.

After the Closing and after the acquisition by CLMI of the assets or
outstanding stock of Polygonal Research Corporation, Zeros & Ones, Inc.,
Kidvision, Inc., Wood Ranch Technology Group, Inc., Quantum Arts, Inc., and
Pillar West Entertainment, Inc., CLMI will have a total of 7,000,000 shares of
its Common Stock outstanding, and 320,000 warrants to purchase an additional
320,000 shares of CLMI's Common Stock for a purchase price of $3.00 per share
for a period of three years from the date of issue of the Warrants, which is
expected to occur on or about July 1, 1999. CLMI will have no other equity
securities or securities convertible into equity securities of CLMI outstanding
on the Closing Date.

4. REPRESENTATIONS AND WARRANTIES OF HOLTZ, EKO AND ZOI.

EKO, ZOI and Holtz represent and warrant to CLMI as follows:

4.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

<PAGE>

EKO, ZOI and Holtz have full power and authority to enter into this
Agreement and to perform their obligations hereunder. The execution, delivery
and performance of this Agreement by them has been duly authorized by all
necessary action on their part. Assuming that this Agreement is a valid and
binding obligation of each of the other parties hereto, this Agreement is a
valid and binding obligation of EKO, ZOI and Holtz.

4.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which EKO directly
or indirectly controls or in which EKO directly or indirectly owns any equity or
other interest.

4.3 GOOD STANDING.

EKO (i) is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, (ii) has all necessary
power and authority to own its assets and to conduct its business as it is
currently being conducted, and (iii) is duly qualified or licensed to do
business and is in good standing in every jurisdiction (both domestic and
foreign) where such qualification or licensing is required.

4.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

EKO has delivered to CLMI complete and correct copies of (i) the articles
of incorporation, bylaws and other charter or organizational documents of EKO,
including all amendments thereto, (ii) the stock records of EKO, and (iii) the
minutes and other records of the meetings and other proceedings of the
shareholders and directors of EKO. EKO is not in violation or breach of (i) any
of the provisions of its articles of incorporation, bylaws or other charter or
organizational documents, or (ii) any resolution adopted by its shareholders or
directors. There have been no meetings or other proceedings of the shareholders
or directors of EKO that are not fully reflected in the appropriate minute books
or other written records of EKO.

4.5 CAPITALIZATION.

The authorized capital stock of EKO consists of fifteen hundred (1,500)
shares of common stock, no par value, of which 1,500 shares are issued and
outstanding. All of the outstanding shares of the capital stock of EKO are
validly issued, fully paid and nonassessable, and have been issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. There are no (i) outstanding options, warrants or rights to
acquire any shares of the capital stock or other securities of EKO, (ii)
outstanding securities or obligations which are convertible into or

<PAGE>

exchangeable for any shares of the capital stock or other securities of EKO,
or (iii) contracts or arrangements under which EKO is or may become bound to
sell or otherwise issue any shares of its capital stock or any other
securities.

4.6 FINANCIAL STATEMENTS.

EKO has delivered to CLMI the following financial statements (the "EKO
Financial Statements"): the balance sheet of EKO as of December 31, 1998 (the
"December 31, 1998 Balance Sheet"). Except as stated therein or in the notes
thereto, the EKO Financial Statements: (a) present fairly the financial
position of EKO as of the respective dates thereof; and (b) have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods covered.

4.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit A to this
Agreement, since December 31, 1998:

(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of EKO and no event
has occurred that might have an adverse effect on the business, condition,
assets, operations or prospects of EKO.

(b) EKO has not (i) declared, set aside or paid any dividend or
made any other contribution in respect of any shares of capital stock, nor
(ii) repurchased, redeemed or otherwise reacquired any shares of capital
stock or other securities.

<PAGE>

(d) EKO has not amended its articles of incorporation, bylaws or
other charter or organizational documents, nor has it effected or been a
party to any merger, recapitalization, reclassification of shares, stock
split, reverse stock split, reorganization or similar transaction.

(e) EKO has not formed any subsidiary or contributed any funds or
other assets to any subsidiary.

(f) EKO has not purchased or otherwise acquired any assets, nor
has it leased any assets from any other person, except in the ordinary
course of business consistent with past practice.

(g) EKO has not made any capital expenditure outside the ordinary
course of business or inconsistent with past practice, or in an amount
exceeding three thousand dollars ($3,000), and the total amount of the
capital expenditures made by EKO has not exceeded ten thousand dollars
($10,000).

(h) EKO has not sold or otherwise transferred any assets to any
other person, except in the ordinary course of business consistent with
past practice and at a price equal to the fair market value of the assets
transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of EKO (whether or not covered by insurance).

(j) EKO has not written off as uncollectible any indebtedness or
accounts receivable, except for write-offs that were made in the ordinary
course of business consistent with past practice and that involved less
than one hundred dollars ($100) singly and less than one thousand dollars
($1,000) in the aggregate.

(k) EKO has not leased any assets to any other person except in
the ordinary course of business consistent with past practice and at a
rental rate equal to the fair rental value of the leased assets.

(l) EKO has not mortgaged, pledged, hypothecated or otherwise
encumbered any assets, except in the ordinary course of business consistent
with past practice.

(m) EKO has not entered into any contract or incurred any debt,
liability or other obligation (whether absolute, accrued, contingent or
otherwise), except for (i) contracts that were entered into in the ordinary
course of business consistent with past practice and that have terms of
less than six months and do not contemplate payments by or to EKO which
will exceed, over the term

<PAGE>

of the contract, three thousand dollars ($3,000) in the aggregate, and (ii)
current liabilities incurred in the ordinary course of business consistent
with the past practice.

(n) EKO has not made any loan or advance to any other person,
except for advances that have been made to customers in the ordinary course
of business consistent with past practice and that have been properly
reflected as "accounts receivables."

(o) EKO has not paid any bonus to, or increased the amount of the
salary, fringe benefits or other compensation or remuneration payable to,
any of the directors, officers or employees of EKO.

(p) No contract or other instrument to which EKO is or was a party
or by which EKO or any of EKO's assets are or were bound has been amended
or terminated, except in the ordinary course of business consistent with
past practice.

(q) EKO has not discharged any lien or discharged or paid any
indebtedness, liability or other obligation, except for current liabilities
that (i) are reflected in the December 31, 1998 Balance Sheet or have been
incurred since December 31, 1998 in the ordinary course of business
consistent with past practice, and (ii) have been discharged or paid in the
ordinary course of business consistent with past practice.

(r) EKO has not forgiven any debt or otherwise released or waived
any right or claim, except in the ordinary course of business consistent
with past practice.

(s) EKO has not changed its methods of accounting or its accounting
practices in any respect.

(t) EKO has not entered into any transaction outside the ordinary
course of business or inconsistent with past practice.

(u) EKO has not agreed or committed (orally or in writing) to do
any of the things described in clauses (b) through (t) of this Section 4.7.

<PAGE>

4.8 ABSENCE OF UNDISCLOSED LIABILITIES.

EKO has no debt, liability or other obligation of any nature (whether due
or to become due and whether absolute, accrued, contingent or otherwise) that is
not reflected or reserved against in the December 31, 1998 Balance Sheet, except
for obligations incurred since December 31, 1998 in the ordinary course of
business consistent with past practice.

4.9 CONTRACTS.

EKO has delivered to CLMI complete and correct copies of all of the
contracts and other instruments including all amendment hereto. All of such
contracts and other instruments are valid and in full force and effect, and are
enforceable in accordance with their terms. There is no existing default by any
person under any of said contracts or other instruments, and there exists no
condition or set of circumstance which, with notice or lapse of time or both,
would constitute such a default.

4.10 TITLE TO PERSONAL PROPERTY.

EKO has good, valid and marketable title to all of its personal property
(both tangible and intangible) and interests therein, including without
limitation all of the personal property reflected in the December 31, 1998
Balance Sheet. All of such personal property and interests therein are owned
free and clear of any liens, pledges, security interests, claims, equities,
options, charges, encumbrances or restrictions.

4.11 TAX MATTERS.

All federal, state, local and foreign tax returns required to be filed by
EKO have been properly prepared and duly filed, and all taxes required to be
paid by, or claimed by any federal, state, local or foreign taxing authority to
be payable by, the Company have been paid in full. The provisions for taxes
reflected in the December 31, 1998 Balance Sheet are adequate for all taxes
payable with respect to the period prior to December 31, 1998. There is no (i)
pending audit or examination of EKO (or of any of the tax returns thereof) being
conducted by any federal, state, local or foreign taxing authority, (ii) pending
or threatened claim or dispute relating to the payment of any taxes by EKO,
(iii) basis upon which any federal, state, local or foreign taxing authority may
make any claim for the payment of additional taxes by EKO, or (iv) outstanding
agreement or waiver extending the statutory limitations period applicable to the
payment of any taxes by EKO.

<PAGE>

4.12. COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

EKO, to its knowledge, is not in violation of, nor has it failed to
conduct its business in full compliance with, any applicable federal, state,
local or foreign laws, regulations, rules, treaties, rulings, orders, directives
or decrees. EKO has delivered to CLMI complete and correct copies of all of the
licenses, permits, authorizations and franchises to which EKO is subject and all
said licenses, permits, authorizations and franchises are valid and in full
force and effect. Said licenses, permits, authorizations and franchises
constitute all of the licenses, permits, authorizations and franchises necessary
to permit EKO to conduct its business in the manner in which it is now being
conducted, and EKO is not in violation or breach of any of the terms,
requirements or conditions of any of said licenses, permits, authorizations or
franchises.

4.13. TITLE TO HOLTZ'S STOCK.

Holtz has good, valid and marketable title to all of Holtz's stock in EKO,
and can convey good title to said stock to CLMI free and clear of any liens,
claims, encumbrances or security interests.

4.14. LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to EKO's knowledge, threatened
against or with respect to EKO which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
EKO, or (ii) challenges or would challenge any of the actions required to be
taken by the EKO under this Agreement. There exists no basis for any such
action, suit, proceeding, dispute, litigation, claim, complaint or
investigation.

4.15 NON-CONTRAVENTION.

<PAGE>

of, or in a violation of any of the terms, provisions or conditions of, any
governmental license, permit, authorization or franchise of EKO; (vii) result
in the creation or imposition of any lien, charge, encumbrance or restriction
on any of the assets of EKO or on Holtz's stock in EKO; (viii) result in the
reassessment or revaluation of any property of EKO or by any taxing authority
or other governmental authority; (ix) result in the imposition of, or subject
EKO to any liability for, any conveyance or transfer tax or any similar tax;
or (x) result in a violation of any law, rule, regulation, treaty, ruling,
directive, order, arbitration award, judgment or decree to which EKO or any
of its assets or any of Holtz's stock in EKO is subject.

4.16. APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by EKO or Holtz in connection with the execution, delivery or performance
of this Agreement, including the sale to CLMI of the shares of Holtz's stock in
EKO being acquired by CLMI hereunder.

4.17. BROKERS.

EKO has not agreed to pay any brokerage fees, finder's fees or other fees
or commissions with respect to the transactions contemplated by this Agreement,
and, to EKO's knowledge, no person is entitled, or intends to claim that it is
entitled, to receive any such fees or commissions in connection with such
transaction.

4.18. FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of EKO or Holtz
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the representations and other statements contained herein
and therein not misleading.

4.19. REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of EKO and Holtz set forth in this
Agreement are true and correct on the date hereof, and will be true and correct
on the Closing Date as though such representations and warranties were made as
of the Closing Date.

<PAGE>

4.20 NON-DISTRIBUTIVE INTENT.

The shares of CLMI stock being acquired by Holtz pursuant to this Agreement
are not being acquired by Holtz with a view to the public distribution of them.
Holtz acknowledges and agrees that the CLMI stock acquired by him pursuant to
this Agreement has not been registered or qualified under federal or state
securities laws, and may not be sold, conveyed, transferred, assigned or
hypothecated without being registered under the Securities Act of 1933, as
amended, and applicable state law, or in the alternative submission of evidence
reasonably satisfactory to CLMI that an exemption from registration is
available.

5. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to EKO and Holtz as follows:

5.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

5.2 GOOD STANDING.

5.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Holtz and EKO complete and correct copies of (i) the
articles of incorporation, bylaws and other charter or organizational documents
of CLMI, including all amendments thereto, (ii) the stock records of CLMI, and
(iii) the minutes and other records of the meetings and other proceedings of the
shareholders and directors of CLMI. CLMI is not in violation or breach of (i)
any of the provisions of its articles of incorporation, bylaws or other charter
or organizational documents, or (ii) any resolution adopted by its shareholders
or directors. There have been no meetings or other proceedings of the
shareholders or directors of CLMI that are not

<PAGE>

fully reflected in the appropriate minute books or other written records of the
Company.

5.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 7,000,000 shares will be
issued and outstanding as indicated in Section 3.2 of this Agreement, and
2,000,000 shares of preferred stock par value $.001 per share, none of which is
issued and outstanding. All of the outstanding shares of the capital stock of
CLMI are validly issued, fully paid and nonassessable, and have been issued in
full compliance with all applicable federal, state, local and foreign securities
laws and other laws. Except as disclosed in Section 3.2 or pursuant to Section
5.5 or elsewhere in this Agreement, there are no (i) outstanding options,
warrants or rights to acquire any shares of the capital stock or other
securities of CLMI, (ii) outstanding securities or obligations which are
convertible into or exchangeable for any shares of the capital stock or other
securities of CLMI, or (iii) contracts or arrangements under which CLMI is or
may become bound to sell or otherwise issue any shares of its capital stock or
any other securities.

5.5 FINANCIAL STATEMENTS.

CLMI has delivered to Holtz and EKO the following financial statements (the
"CLMI Financial Statements"): (i) the balance sheet of CLMI as of December 31,
1998; and (ii) the statements of income and retained earnings, stockholders'
equity and changes in financial position of CLMI for the year ended December 31,
1998; and (iii) supporting supplemental schedules. Except as stated therein or
in the notes thereto, the CLMI Financial Statements: (a) present fairly the
financial position of CLMI as of the respective dates thereof and the results of
operations and changes in financial position of CLMI for the respective periods
covered thereby; and (b) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods covered.

5.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to Holtz or EKO in writing in Exhibit A to
this Agreement, since December 31, 1998, there has not been any material adverse
change in the business, condition, assets, operations or prospects of CLMI and
no event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of CLMI.

<PAGE>

5.7 ABSENCE OF UNDISCLOSED LIABILITIES.

5.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.9 NON-CONTRAVENTION.

<PAGE>

5.10 APPROVALS.

5.11 BROKERS.

5.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to Holtz or EKO by or on behalf of CLMI
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the representations and other statements contained herein
and therein not misleading.

5.13 REPRESENTATIONS TRUE ON CLOSING DATE.

6. INJUNCTIVE RELIEF

6.1. DAMAGES INADEQUATE.

6.2. INJUNCTIVE RELIEF.

<PAGE>

that in the event that any such action or proceeding is brought in equity to
enforce them, the defaulting or breaching party will not urge a defense that
there is an adequate remedy at law.

7. WAIVERS.

8. SUCCESSORS AND ASSIGNS.

Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

9. ENTIRE AND SOLE AGREEMENT.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into on March 26, 1999 by and between ZOI,
Holtz, and EKO. This Agreement constitutes the entire agreement between the
parties and supersedes all other agreements, representations, warranties,
statements, promises and undertakings, whether oral or written, with respect to
the subject matter of this Agreement. This Agreement may be modified or amended
only by a written agreement signed by the parties against whom the amendment is
sought to be enforced.

10. GOVERNING LAW.

11. COUNTERPARTS.

<PAGE>

12. ATTORNEYS' FEES AND COSTS.

13. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

14. REMEDIES.

15. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are not a part of this Agreement and shall not be used in construing it.

16. SEVERABILITY.

17. NOTICES.

<PAGE>

IF TO ZOI:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 305
Encino, California 91436
Attention: Robert Holtz, President
Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO EKO OR HOLTZ:

Robert Holtz
EKO Corporation
638 Lindero Canyon Road, #413
Agoura Hills, California 91377

Telephone: (805) 677-1561
Facsimile: (818) 380-0258

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suite 900
Santa Monica, California 90401
Telephone: (310) 393-9992
Facsimile: (310) 393-2004

18. PUBLICITY.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
-------------------------------------------
Edward L. Torres, President

ZOI: ZEROS & ONES, INC.

By:
-------------------------------------------
Robert Holtz, President

HOLTZ: By:
-------------------------------------------
Robert Holtz

EKO: EKO CORPORATION

By:
-------------------------------------------
Robert Holtz, President

<PAGE>

EXHIBIT A

MATERIAL CHANGES

None.

<PAGE>

EXHIBIT 7.6
PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT

This Plan of Reorganization and Asset Purchase Agreement (the "Agreement")
is made and entered into as of the 1st day of July 1999 by and between Zeros &
Ones, Inc., a Delaware corporation ("ZOI"), Commercial Labor Management, Inc., a
Nevada corporation ("CLMI"), Robert Holtz, an individual ("Holtz"), Mark J.
Richardson, an individual ("Richardson"), and Edward L. Torres ("Torres"), an
individual ("Torres"), with respect to the following facts:

RECITALS

A. This Agreement hereby supercedes and replaces the Plan of
Reorganization and Exchange Agreement (the "Prior Agreement") made and
entered into as of April 30, 1999 by and between ZOI, CLMI, the ZOI
Shareholders (as defined in the Prior Agreement), Richardson and
Torres.

B. Holtz owns 100% of the total issued and outstanding capital stock of
ZOI.

C. ZOI is engaged in the business of selling products on the Internet,
conducting the auction of products on the Internet, providing Internet
and media consulting services, designing and operating Internet
websites, building and licensing Internet core technology, and
providing software consulting services.

D. CLMI is a public reporting company trading on the OTC Bulletin Board.

E. ZOI desires to sell and CLMI desires to purchase the business and
substantially all of the assets of ZOI on the terms and subject to the
conditions set forth in this Agreement.

F. The plan of reorganization evidenced by this Agreement is intended to
be a tax free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. It is part of an overall tax free plan of
reorganization pursuant to which CLMI is also acquiring 100% of the
total issued and outstanding stock of Quantum Arts, Inc., Polyganol
Research Corporation, Wood Ranch Technology Group, Inc., Kidvision,
Inc. and Pillar West Entertainment, Inc.

<PAGE>

1. PURCHASE AND SALE OF ASSETS.

On the terms and subject to the conditions set forth in this Agreement, ZOI
agrees to sell, convey, assign, transfer and deliver to CLMI and CLMI agrees to
purchase from ZOI, at the closing on July 1, 1999 ("Closing Date"), all of the
assets, properties and business of ZOI of every kind, whether tangible,
intangible, real, personal or mixed, and wherever located (collectively referred
to as the "Acquired Assets"), including without limitation, the following: its
business as a going concern; its leaseholds, furniture, fixtures, equipment and
supplies; its rights under leases, licenses, franchise agreements and other
contracts; its copyrights, trademarks and tradenames; its customers; stocks,
bonds, securities and other investments; certificates of deposit; all cash on
hand and money on deposit with banks and others; notes and accounts receivable;
insurance policies; causes of action, judgments, claims and demands; and all
other property and rights owned or held by ZOI on the Closing Date or then used
by it in its business, whether or not specifically referred to in this Agreement
unless specifically excluded in this Agreement.

2. OBLIGATIONS AND LIABILITIES.

On the Closing Date, Holtz shall assume any liabilities, obligations, or
payables of ZOI. CLMI will not assume or be obligated to satisfy or perform any
liabilities, obligations or payables of ZOI.

3. PURCHASE PRICE.

As consideration for the sale, conveyance, assignment, transfer and
delivery of the Acquired Assets to CLMI, CLMI agrees to issue and deliver to ZOI
on the Closing Date a total of two hundred and twenty thousand (220,000) shares
of its Common Stock, $.001 par value, to ZOI (collectively referred to as the
"Shares"). Immediately after the Closing, ZOI will distribute all of the Shares
to Holtz.

4. CLOSING AND FURTHER ACTS.

The closing of the exchange (the "Closing") will occur upon the
satisfaction or waiver of the conditions set forth in Section 9 of this
Agreement, but no later than July 1, 1999. At the Closing ZOI shall deliver to
CLMI such bills of sale, deeds, assignments and other instruments of sale,
conveyance, assignment and transfer as are sufficient in the opinion of CLMI and
its counsel to vest in CLMI and its successors or assigns the absolute,
legal and equitable title to all of the Acquired Assets. CLMI shall deliver to
ZOI stock certificates representing a total of two hundred and twenty thousand
(220,000) shares of CLMI Common Stock (which, when issued, will equal
approximately 3.14% of the total number of shares of CLMI's Common Stock issued
and outstanding on the date of such issuance), which will then be distributed by
ZOI to Holtz. Upon the Closing, or as soon as

<PAGE>

permissible in accordance with Section 14f of the Securities Exchange Act of
1934, as amended, whichever occurs later, Edward L. Torres will resign as an
officer and director of CLMI, and will appoint new directors as designated by
Holtz to fill the vacancies on CLMI's Board of Directors. Upon the Closing,
Richardson and Torres will each tender to CLMI for redemption and cancellation
1,850,000 shares of CLMI Common Stock which they currently own. All parties to
this Agreement hereby agree to execute all other documents and take all other
action which are reasonably necessary or appropriate in order to effect all of
the transactions contemplated by this Agreement.

5. COVENANTS OF CLMI.

5.1 COVENANTS OF CLMI.

A portion of the intangible assets and claims presently owned by CLMI,
equal to 50% of any award or proceeds, if any, received in its lawsuit against
CNG Communications, Inc. and Paul Bishop (the "Lawsuit") shall be retained by
CLMI after the Closing. Richardson and Torres will each be entitled to 25% of
any award or proceeds received in the Lawsuit, if any, in part in consideration
for their work in facilitating the Lawsuit on CLMI's behalf, regardless of who
the plaintiffs are in the Lawsuit or which claims are remaining. After the
Closing, CLMI will be responsible for any costs incurred in connection with the
Lawsuit. On the Closing, CLMI will have no more than 7,000,000 shares of its
Common Stock, par value $.001 per share, outstanding, and will not have
outstanding any preferred stock, warrants, options, or other securities
convertible into the common or preferred stock of CLMI, except as disclosed in
Exhibit C to this Agreement. Upon Closing, CLMI will have no accounts payable
or outstanding debt. On, or as soon as practicable after, the Closing, CLMI
will change its name to Zeros & Ones, Inc.

5.2 COVENANTS OF RICHARDSON AND TORRES.

On the Closing, Richardson and Torres each covenant to tender for
cancellation 1,850,000 shares of the Common Stock of CLMI owned by them. Torres
agrees to resign as an officer and director of CLMI, effective on the Closing,
or as soon as permissible in accordance with Section 14f of the Securities
Exchange Act of 1934, as amended, whichever occurs later.

<PAGE>

6. COVENANTS OF ZOI AND HOLTZ.

6.1 ZOI FINANCIAL CONDITION.

ZOI and Holtz hereby covenant that (i) within 90 days after the Closing,
ZOI will have positive net stockholders' equity of at least $5,000,000, and (ii)
upon the Closing, ZOI will deliver to CLMI audited financial statements for the
Acquired Assets.

6.2 CASH PAYMENT.

ZOI has already tendered $120,000 in cash to CLMI, from which CLMI will pay
all accounts payable set forth on the CLMI Financial Statements (as hereinafter
defined), or which are incurred after December 31, 1998 until the Closing Date,
with the balance allocable as determined by CLMI in its sole and absolute
discretion. On or before July 31, 1999, CLMI will tender to Richardson and
Torres a payment in cash of $87,500 plus accrued simple interest thereon from
July 1, 1999 at the rate of 10% per annum to be allocated in the sole and
absolute discretion of Richardson and Torres. ZOI will make said check payable
as designated by Richardson and Torres. This debt of CLMI to Richardson and
Torres will be evidenced by a promissory note in the principal amount of
$87,500, bearing simple interest at the rate of 10% per annum, payable by CLMI
to Richardson and Torres.

7. REPRESENTATIONS AND WARRANTIES OF ZOI AND HOLTZ.

ZOI and Holtz represent and warrant to CLMI as follows:

7.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

ZOI and Holtz have full power and authority to enter into this Agreement
and to perform their obligations hereunder. The execution, delivery and
performance of this Agreement by them has been duly authorized by all necessary
action on their part. Assuming that this Agreement is a valid and binding
obligation of each of the other parties hereto, this Agreement is a valid and
binding obligation of ZOI and Holtz.

7.2 SUBSIDIARIES.

There is no corporation, general partnership, limited partnership, joint
venture, association, trust or other entity or organization which ZOI directly
or indirectly controls or in which ZOI directly or indirectly owns any equity or
other interest, other than those listed on Exhibit B to this Agreement.

<PAGE>

7.3 GOOD STANDING.

ZOI and its subsidiaries (i) are duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it is incorporated,
(ii) have all necessary power and authority to own their assets and to conduct
their business as it is currently being conducted, and (iii) are duly qualified
or licensed to do business and are in good standing in every jurisdiction (both
domestic and foreign) where such qualification or licensing is required.

7.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.

ZOI and its subsidiaries have delivered to CLMI complete and correct copies
of (i) the articles of incorporation, bylaws and other charter or organizational
documents of ZOI and its subsidiaries, including all amendments thereto, (ii)
the stock records of ZOI and its subsidiaries, and (iii) the minutes and other
records of the meetings and other proceedings of the shareholders and directors
of ZOI and its subsidiaries. ZOI and its subsidiaries are not in violation or
breach of (i) any of the provisions of their articles of incorporation, bylaws
or other charter or organizational documents, or (ii) any resolution adopted by
their shareholders or directors. There have been no meetings or other
proceedings of the shareholders or directors of ZOI or its subsidiaries that are
not fully reflected in the appropriate minute books or other written records of
ZOI and its subsidiaries.

7.5 CAPITALIZATION.

The authorized capital stock of ZOI consists of 50,000,000 shares of common
stock, par value $.001 per share, of which 1,500 shares are issued and
outstanding. All of the outstanding shares of the capital stock of ZOI are
validly issued, fully paid and nonassessable, and have been issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. There are no (i) outstanding options, warrants or rights to
acquire any shares of the capital stock or other securities of ZOI, (ii)
outstanding securities or obligations which are convertible into or exchangeable
for any shares of the capital stock or other securities of ZOI, or (iii)
contracts or arrangements under which ZOI is or may become bound to sell or
otherwise issue any shares of its capital stock or any other securities.

7.6 FINANCIAL STATEMENTS.

ZOI has delivered to CLMI the following financial statements relating to
ZOI on the Closing (the "ZOI Financial Statements"): (i) the audited assets of
ZOI as of June 25, 1999; and (ii) the unaudited balance sheets and statements of
income and retained earnings, stockholders' equity and changes in financial
position of ZOI for the years ended December 31, 1998, 1997 and 1996. Except as
stated therein or in the notes thereto, the ZOI Financial Statements: (a)
present fairly the financial position of ZOI

<PAGE>

as of the respective dates thereof and the results of operations and changes
in financial position of ZOI for the respective periods covered thereby; and
(b) have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods covered.

7.7 ABSENCE OF CHANGES.

Except as otherwise disclosed to CLMI in writing in Exhibit D to this
Agreement, since December 31, 1998:

(a) There has not been any material adverse change in the
business, condition, assets, operations or prospects of ZOI or its
subsidiaries and no event has occurred that might have an adverse effect on
the business, condition, assets, operations or prospects of ZOI or its
subsidiaries.

(b) ZOI or its subsidiaries have not (i) declared, set aside or
paid any dividend or made any other contribution in respect of any shares
of capital stock, nor (ii) repurchased, redeemed or otherwise reacquired
any shares of capital stock or other securities.

(d) ZOI or its subsidiaries have not amended their articles of
incorporation, bylaws or other charter or organizational documents, nor
have they effected or been a party to any merger, recapitalization,
reclassification of shares, stock split, reverse stock split,
reorganization or similar transaction.

(e) ZOI has not formed any subsidiary or contributed any funds or
other assets to any subsidiary, other than as disclosed in Exhibit B of
this Agreement.

(f) ZOI has not purchased or otherwise acquired any assets, nor has
it leased any assets from any other person, except in the ordinary course
of business consistent with past practice.

(g) ZOI or its subsidiaries have not made any capital expenditure
outside the ordinary course of business or inconsistent with past practice,
or in an amount exceeding ten thousand dollars ($10,000), and the total
amount of the capital expenditures made by ZOI or its subsidiaries have not
exceeded twenty thousand dollars ($20,000), without CLMI's consent.

<PAGE>

(h) ZOI or its subsidiaries has not sold or otherwise transferred
any assets to any other person, except in the ordinary course of business
consistent with past practice and at a price equal to the fair market value
of the assets transferred.

(i) There has not been any loss, damage or destruction to any of
the properties or assets of ZOI or its subsidiaries (whether or not covered
by insurance).

(j) ZOI or its subsidiaries have not written off as uncollectible
any indebtedness or accounts receivable, except for write-offs that were
made in the ordinary course of business consistent with past practice and
that involved less than one hundred dollars ($100) singly and less than one
thousand dollars ($1,000) in the aggregate.

(k) ZOI or its subsidiaries have not leased any assets to any other
person except in the ordinary course of business consistent with past
practice and at a rental rate equal to the fair rental value of the leased
assets.

(l) ZOI or its subsidiaries have not mortgaged, pledged,
hypothecated or otherwise encumbered any assets, except in the ordinary
course of business consistent with past practice.

(m) ZOI or its subsidiaries have not entered into any contract or
incurred any debt, liability or other obligation (whether absolute,
accrued, contingent or otherwise), except for (i) contracts that were
entered into in the ordinary course of business consistent with past
practice and that have terms of less than six months and do not contemplate
payments by or to ZOI or its subsidiaries which will exceed, over the term
of the contract, three thousand dollars ($3,000) in the aggregate, and (ii)
current liabilities incurred in the ordinary course of business consistent
with the past practice.

(n) ZOI or its subsidiaries have not made any loan or advance to
any other person, except for advances that have been made to customers in
the ordinary course of business consistent with past practice and that have
been properly reflected as "accounts receivables."

(o) ZOI or its subsidiaries have not paid any bonus to, or
increased the amount of the salary, fringe benefits or other compensation
or remuneration payable to, any of the directors, officers or employees of
ZOI or its subsidiaries.

<PAGE>

(p) No contract or other instrument to which ZOI or any of its
subsidiaries are or were a party or by which ZOI or any of its subsidiaries
or any of their assets are or were bound has been amended or terminated,
except in the ordinary course of business consistent with past practice.

(q) ZOI or its subsidiaries have not discharged any lien or
discharged or paid any indebtedness, liability or other obligation, except
for current liabilities that (i) are reflected in the ZOI Financial
Statements as of December 31, 1998 or have been incurred since December 31,
1998 in the ordinary course of business consistent with past practice, and
(ii) have been discharged or paid in the ordinary course of business
consistent with past practice.

(r) ZOI or its subsidiaries have not forgiven any debt or otherwise
released or waived any right or claim, except in the ordinary course of
business consistent with past practice.

(s) ZOI or its subsidiaries have not changed its methods of
accounting or its accounting practices in any respect.

(t) ZOI or its subsidiaries have not entered into any transaction
outside the ordinary course of business or inconsistent with past practice.

(u) ZOI or its subsidiaries have not agreed or committed (orally
or in writ-
ing) to do any of the things described in clauses (b) through (t) of this
Section 5.7.

7.8 ABSENCE OF UNDISCLOSED LIABILITIES.

ZOI and its subsidiaries have no debt, liability or other obligation of any
nature (whether due or to become due and whether absolute, accrued, contingent
or otherwise) that is not reflected or reserved against in the ZOI Financial
Statements as of December 31, 1998, except for obligations incurred since
December 31, 1998 in the ordinary course of business consistent with past
practice.

7.9 CONTRACTS.

ZOI and its subsidiaries have delivered to CLMI complete and correct copies
of all of the contracts and other instruments including all amendment hereto.
All of such contracts and other instruments are valid and in full force and
effect, and are enforceable in accordance with their terms. There is no
existing default by any person under any of said contracts or other instruments,
and there exists no condition or set of circumstance which, with notice or lapse
of time or both, would constitute such a default.

<PAGE>

7.10 ACQUIRED ASSETS.

(a) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not to ZOI's
knowledge result in a breach of the terms and conditions of, or result in a
loss of rights under, or result in the creation of any lien, charge or
encumbrance upon, any of the Acquired Assets pursuant to (i) ZOI's articles
of incorporation, bylaws, or agreements of limited partnership, as the case
may be, (ii) any franchise, mortgage, deed of trust, lease, license,
permit, agreement, contract, instrument or undertaking to which ZOI is a
party or by which it or any of its properties are bound, or (iii) any
statute, rule, regulation, order, judgment, award or decree.

(b) ZOI has good and marketable title to all of the Acquired
Assets, free and clear of all mortgages, liens, leases, pledges, charges,
encumbrances, equities or claims, except as expressly disclosed in Exhibit
A to this Agreement.

(c) To ZOI's knowledge the Acquired Assets are not subject to
any material liability, absolute or contingent, which is not listed as a
liability in Exhibit A to this Agreement, nor is ZOI subject to any
liability, absolute or contingent, which has not been disclosed to and
acknowledged by CLMI in writing prior to the Closing Date.

(d) The list of Acquired Assets set forth in Exhibit A of this
Agreement is an accurate description of all of the assets of ZOI.

(e) The list of Acquired Assets set forth in Exhibit A to this
Agreement contains a list of all contracts, agreements, licenses, leases,
arrangements, commitments and other undertakings to which ZOI is a party or
by which it or its property is bound. Except as specified in Exhibit A,
all of such contracts, agreements, leases, licenses and commitments are
valid, binding and in full force and effect, and are assignable to CLMI
without the consent of any other party.

(f) To ZOI's knowledge no consent is necessary to effect the
transfer to CLMI of any of the Acquired Assets and, upon the consummation
of the transactions contemplated hereby, CLMI will be entitled to use the
Acquired Assets to the full extent that CLMI used the same immediately
prior to the transfer of the Acquired Assets.

(g) All of the machinery, equipment, furniture and fixtures as
of the Closing Date will be in the same condition as on the date of this
Agreement,

<PAGE>

normal wear and tear excepted. ZOI hereby conveys to CLMI (to the extent
it is able under the applicable warranty documents) any and all product
warranty or similar rights that ZOI may have against third parties in
respect of the condition of any Acquired Assets.

7.11 COMPLIANCE WITH LAWS; LICENSES AND PERMITS.

ZOI and its subsidiaries, to their knowledge, are not in violation of, nor
have they failed to conduct their business in full compliance with, any
applicable federal, state, local or foreign laws, regulations, rules, treaties,
rulings, orders, directives or decrees. ZOI and its subsidiaries have delivered
to CLMI complete and correct copies of all of the licenses, permits,
authorizations and franchises to which ZOI or its subsidiaries are subject and
all said licenses, permits, authorizations and franchises are valid and in full
force and effect. Said licenses, permits, authorizations and franchises
constitute all of the licenses, permits, authorizations and franchises necessary
to permit ZOI and its subsidiaries to conduct their business in the manner in
which it is now being conducted, and ZOI and their subsidiaries are not in
violation or breach of any of the terms, requirements or conditions of any of
said licenses, permits, authorizations or franchises.

7.12 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to ZOI's knowledge, threatened
against or with respect to ZOI or its subsidiaries which (i) if adversely
determined would have an adverse effect on the business, condition, assets,
operations or prospects of ZOI or its subsidiaries, or (ii) challenges or would
challenge any of the actions required to be taken by the ZOI under this
Agreement. There exists no basis for any such action, suit, proceeding,
dispute, litigation, claim, complaint or investigation.

7.13 NON-CONTRAVENTION.

<PAGE>

the loss of any license or other contractual right of ZOI or its
subsidiaries; (vi) result in the loss of, or in a violation of any of the
terms, provisions or conditions of, any governmental license, permit,
authorization or franchise of ZOI or its subsidiaries; (vii) result in the
creation or imposition of any lien, charge, encumbrance or restriction on any
of the assets of ZOI or its subsidiaries or on Holtz' stock in ZOI; (viii)
result in the reassessment or revaluation of any property of ZOI or its
subsidiaries; by any taxing authority or other governmental authority; (ix)
result in the imposition of, or subject ZOI or its subsidiaries; to any
liability for, any conveyance or transfer tax or any similar tax; or (x)
result in a violation of any law, rule, regulation, treaty, ruling,
directive, order, arbitration award, judgment or decree to which ZOI or its
subsidiaries or any of their assets or any of Holtz' stock in ZOI is subject.

7.14 APPROVALS.

No authorization, consent or approval of, or registration or filing with,
any governmental authority or any other person is required to be obtained or
made by ZOI or its subsidiaries or Holtz in connection with the execution,
delivery or performance of this Agreement, including the conveyance to CLMI of
the Acquired Assets.

7.15 BROKERS.

ZOI has not agreed to pay any brokerage fees, finder's fees or other fees
or commissions with respect to the transactions contemplated by this Agreement,
and, to ZOI's knowledge, no person is entitled, or intends to claim that it is
entitled, to receive any such fees or commissions in connection with such
transaction.

7.16 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to CLMI by or on behalf of ZOI or Holtz
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the representations and other statements contained herein
and therein not misleading.

7.17 REPRESENTATIONS TRUE ON CLOSING DATE.

The representations and warranties of ZOI and Holtz set forth in this
Agreement are true and correct on the date hereof, and will be true and correct
on the Closing Date as though such representations and warranties were made as
of the Closing Date.

<PAGE>

7.18 NON-DISTRIBUTIVE INTENT.

8. REPRESENTATIONS AND WARRANTIES OF CLMI.

CLMI represents and warrants to ZOI and Holtz as follows:

8.1 POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT.

8.2 GOOD STANDING.

8.3 CHARTER DOCUMENTS AND CORPORATE RECORDS.

CLMI has delivered to Holtz and ZOI complete and correct copies of (i) the
articles of incorporation, bylaws and other charter or organizational documents
of CLMI, including all amendments thereto, (ii) the stock records of CLMI, and
(iii) the minutes and other records of the meetings and other proceedings of the
shareholders and directors of CLMI. CLMI is not in violation or breach of (i)
any of the provisions of its articles of incorporation, bylaws or other charter
or organizational documents, or (ii) any resolution adopted by its shareholders
or directors. There have been no meetings or other proceedings of the
shareholders or directors of CLMI that are not fully reflected in the
appropriate minute books or other written records of CLMI.

<PAGE>

8.4 CAPITALIZATION.

The authorized capital stock of CLMI consists of 50,000,000 shares of
common stock, par value $.001 per share, of which 4,587,941shares are issued and
outstanding, and 2,000,000 share of preferred stock, none of which is issued or
outstanding. All of the outstanding shares of the capital stock of CLMI are
validly issued, fully paid and nonassessable, and have been issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. Except as disclosed in Exhibit C of this Agreement, there are
no (i) outstanding options, warrants or rights to acquire any shares of the
capital stock or other securities of CLMI, (ii) outstanding securities or
obligations which are convertible into or exchangeable for any shares of the
capital stock or other securities of CLMI, or (iii) contracts or arrangements
under which CLMI is or may become bound to sell or otherwise issue any shares of
its capital stock or any other securities.

8.5 FINANCIAL STATEMENTS.

CLMI has delivered to ZOI and the ZOI Shareholders the following financial
statements (the "CLMI Financial Statements"): (i) the audited balance sheet of
CLMI as of December 31, 1998 and December 31, 1997; and (ii) the audited
statements of income and retained earnings, stockholders' equity and changes in
financial position of CLMI for the years ended December 31, 1998 and December
31, 1997; and (iii) supporting supplemental schedules. Except as stated therein
or in the notes thereto, the CLMI Financial Statements: (a) present fairly the
financial position of CLMI as of the respective dates thereof and the results of
operations and changes in financial position of CLMI for the respective periods
covered thereby; and (b) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods covered.

8.6 ABSENCE OF CHANGES.

Except as otherwise disclosed to ZOI in writing in Exhibit D to this
Agreement, since December 31, 1998, there has not been any material adverse
change in the business, condition, assets, operations or prospects of CLMI and
no event has occurred that might have an adverse effect on the business,
condition, assets, operations or prospects of CLMI.

8.7 ABSENCE OF UNDISCLOSED LIABILITIES.

<PAGE>

CLMI has no debt, liability or other obligation of any nature (whether due
or to become due and whether absolute, accrued, contingent or otherwise) that is
not reflected or reserved against in the CLMI Financial Statements as of
December 31, 1998, except for obligations incurred since December 31, 1998 in
the ordinary course of business consistent with past practice.

8.8 LITIGATION.

There is no action, suit, proceeding, dispute, litigation, claim, complaint
or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to CLMI's knowledge, threatened
against or with respect to CLMI which (i) if adversely determined would have an
adverse effect on the business, condition, assets, operations or prospects of
CLMI, or (ii) challenges or would challenge any of the actions required to be
taken by CLMI under this Agreement. There exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

8.9 NON-CONTRAVENTION.

8.10 APPROVALS.

<PAGE>

8.11 BROKERS.

8.12 FULL DISCLOSURE.

Neither this Agreement (including the exhibits hereto) nor any statement,
certificate or other document delivered to ZOI by or on behalf of CLMI contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the representations and other statements contained herein and
therein not misleading.

8.13 REPRESENTATIONS TRUE ON CLOSING DATE.

9. CONDITIONS TO CLOSING.

9.1 CONDITIONS PRECEDENT TO CLMI'S OBLIGATION TO CLOSE.

CLMI's obligation to close the plan of reorganization and exchange as
contemplated in this Agreement is conditioned upon the occurrence or waiver by
CLMI of the following:

(a) All representations and warranties of ZOI and Holtz made in
this Agreement or in any exhibit hereto delivered by ZOI and Holtz shall be
true and correct as of the Closing Date with the same force and effect as
if made on and as of that date.

(b) ZOI and Holtz shall have performed and complied with all
agreements, covenants and conditions required by this Agreement to be
performed or complied with by ZOI and Holtz prior to or at the Closing
Date.

9.2 CONDITIONS PRECEDENT TO ZOI'S AND HOLTZ' OBLIGATION TO CLOSE.

ZOI's and Holtz' obligation to close the plan of reorganization and
exchange as contemplated in this Agreement is conditioned upon the occurrence or
waiver by ZOI or Holtz of the following:

(a) All representations and warranties of CLMI made in this
Agree-ment or in

<PAGE>

any exhibit hereto delivered by CLMI shall be true and correct on and as
of the Closing date with the same force and effect as if made on and as of
that date.

(b) CLMI shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with
by CLMI prior to or at the Closing Date.

10. FURTHER ASSURANCES.

Following the Closing, ZOI and Holtz agree to take such actions and
execute, acknowledge and deliver to CLMI such further instruments of assignment,
assumptions, conveyance and transfer and take any other action as CLMI may
reasonably request in order to more effectively convey, sell, transfer and
assign to CLMI all of the Acquired Assets, to confirm the title of CLMI thereto,
to have Holtz assume all of the liabilities of ZOI and to indemnify CLMI
therefrom, and to assist CLMI in exercising its rights with respect to the
Acquired Assets.

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties made by each of the parties hereto shall
survive the closing for a period of one year after the Closing Date.

12. INDEMNIFICATION.

12.1 INDEMNIFICATION BY HOLTZ.

Holtz agrees to indemnify, defend and hold harmless CLMI against any and
all claims, demands, losses, costs, expenses, obligations, liabilities and
damages, including interest, penalties and attorney's fees and costs, incurred
by CLMI arising, resulting from, or relating to any and all liabilities of ZOI,
any misrepresentation of a material fact or omission to disclose a material fact
made by ZOI or Holtz in this Agreement, any exhibits to this Agreement or in any
other document furnished or to be furnished by ZOI or Holtz under this
Agreement, or any breach of, or failure by ZOI or Holtz to perform, any of their
representations, warranties, covenants or agreements in this Agreement or in any
exhibit or other document furnished or to be furnished by ZOI or Holtz under
this Agreement.

12.2 INDEMNIFICATION BY CLMI.

CLMI agrees to indemnify, defend and hold harmless ZOI and Holtz against
any and all claims, demands, losses, costs, expenses, obligations, liabilities
and damages, including interest, penalties and attorneys' fees and costs
incurred by ZOI or Holtz arising, resulting from or relating to any breach of,
or failure by CLMI to perform, any of its representations, warranties, covenants
or agreements in this Agreement or in any exhibit or other document furnished or
to be furnished

<PAGE>

by CLMI under this Agreement.

13. INJUNCTIVE RELIEF.

13.1 DAMAGES INADEQUATE.

13.2 INJUNCTIVE RELIEF.

14. WAIVERS.

15. SUCCESSORS AND ASSIGNS.

This Agreement supercedes and replaces the Plan of Reorganization and
Exchange Agreement made and entered into on April 30, 1999 by and between ZOI,
CLMI, the ZOI Shareholders (as defined in the Prior Agreement), Richardson, and
Torres. Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.

16. ENTIRE AND SOLE AGREEMENT.

This Agreement constitutes the entire agreement between the parties and

<PAGE>

supersedes all other agreements, representations, warranties, statements,
promises and undertakings, whether oral or written, with respect to the subject
matter of this Agreement. This Agreement may be modified or amended only by a
written agreement signed by the parties against whom the amendment is sought to
be enforced.

17. GOVERNING LAW.

18. COUNTERPARTS.

19. ATTORNEYS' FEES AND COSTS.

20. ASSIGNMENT.

This Agreement shall not be assignable by any party without prior written
consent of the other parties.

21. REMEDIES.

Except as otherwise expressly provided herein, none of the remedies set
forth in this Agreement are intended to be exclusive, and each party shall
have all other remedies now or hereafter existing at law, in equity, by
statute or otherwise. The election of any one or more remedies shall not
constitute a waiver of the right to pursue other available remedies.

22. SECTION HEADINGS.

The section headings in this Agreement are included for convenience only,
are

<PAGE>

not a part of this Agreement and shall not be used in construing it.

23. SEVERABILITY.

24. NOTICES.

IF TO ZOI OR HOLTZ:

Zeros & Ones, Inc.
16861 Ventura Boulevard, Suite 300
Encino, California 91436
Attention: Robert Holtz, President

Telephone: (818) 380-0133
Facsimile: (818) 380-0258

IF TO CLMI:

Commercial Labor Management, Inc.
c/o Richardson & Associates
1299 Ocean Avenue, Suite 900
Santa Monica, California 90401

Telephone: (310) 393-9992
Facsimile: (310) 393-2004

<PAGE>

25. PUBLICITY.

IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

ZOI: ZEROS & ONES, INC.

By:
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Robert Holtz, President

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HOLTZ: Robert Holtz

CLMI: COMMERCIAL LABOR MANAGEMENT, INC.

By:
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Edward L. Torres, President

RICHARDSON:
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Mark J. Richardson

TORRES:
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Edward L. Torres

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EXHIBIT A

LIST OF ACQUIRED ASSETS

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EXHIBIT A

LIST OF ACQUIRED ASSETS

1. Fifty percent (50%) of the outstanding stock of EKO Corporation.

2. Cash

3. Loan Receivable

4. Equipment

a. Office PCs
b. Desks and Furnishings
c. Silicon Graphics Crimson Elan
d. Silicon Graphics R4000 3D Workstation
e. Computer Graphics Workstation
f. Alias/Wavefront Maya
g. IBM Network File Server
h. Apache Internet/Web Server
i. Tektronix Large Media File Server
j. Apple Power Macintosh Systems
k. UMAX High-Resolution Image Scanner
l. High-Speed Fiber Optic Network
m. AT&T Office Telephone Systems
n. Xerox Document Center
o. BMW 3281 Automobile

5. Accounts Receivable

6. Contracts with Licensees of Websuites Technology

7. Charter Merchant relationship with Amazon.com

8. Direct Access Development Partnership with Microsoft

9. Website Hosting Auto-bill Commitments on over 30 commerce websites

10. Consultancy Retainer Agreements/Hourly and Per-Project.

11. Permanent Software Licenses for Alias/Wavefront Software.

12. Link Relationships with eToys.com, Beyond.com, Amazon.com, CBS Sportsline,

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Tutorials.com, Omaha Steaks, Candy Direct, many others.

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13. Strategic Relationship with Website Results Corporation.

14. Ownership of several valuable domain names

a. TrainAtHome.com
b. MovieShopping.com
c. BuyMovieStuff.com
d. ShopforMovies.com
e. BuyBroadcast.com
f. SellBroadcast.com
g. HD.TV
h. ZTransact.com
i. Blocks.com
j. MicroBlocks.com
k. ExpressDomain.com
l. EKO.com
m. FineItems.COM
n. ZOZO.net

15. Ownership of "Creative Energy" and "RGB", proprietary development
tools created by and utilized exclusively by Zeros & Ones to build websites.

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EXHIBIT B

LIST OF ZOI SUBSIDIARIES

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EXHIBIT B

LIST OF ZOI SUBSIDIARIES

EKO Corporation, a 50% owned subsidiary.

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EXHIBIT C

OUTSTANDING WARRANTS

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EXHIBIT C

A. It is expected that on the Closing, 320,000 warrants in CLMI will
be outstanding pursuant to which the holder of each warrant will be
entitled to purchase one share of CLMI Common Stock for a price of
$3.00 per share for a period of three years from the date of issue.

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EXHIBIT D

MATERIAL CHANGES SINCE DECEMBER 31, 1998

None.

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BILL OF SALE OF ASSETS

Zeros & Ones, Inc., a Delaware corporation ("ZOI") hereby sells and conveys
to Commercial Labor Management, Inc., a Nevada corporation ("CLMI"), all of the
tangible and intangible assets (the "Assets") to be transferred to CLMI pursuant
to the terms of that certain Plan of Reorganization and Asset Purchase Agreement
("Agreement"), made and entered into as of July 1, 1999, by and between ZOI,
Robert Holtz, Mark J. Richardson, Edward L. Torres and CLMI, and assigns the
Assets to CLMI forever, free and clear of all liens and encumbrances. All such
Assets are listed on Exhibit A to the Agreement, which is made a part hereof.

ZOI warrants and agrees to defend the title to all of the Assets for the
benefit of CLMI and assigns against all persons.

In Witness Whereof, ZOI has signed and delivered this Bill of Sale to CLMI
on July 1, 1999 at Los Angeles, California.

ZEROS & ONES, INC.
A Delaware corporation

By:
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Robert Holtz, President