Acquisition Agreement

Acquisition Agreement

by Auto Data Network
October 17th, 2001
                   ACQUISITION AGREEMENT

  AGREEMENT dated 2nd October 2001 ("the Agreement"), by,
  between and among AMAC INC, a company incorporated under
  the laws of the State of Delaware (herein referred to as
  AMAC), the persons listed on Exhibit A attached hereto and
  made a part hereof, being all of the shareholders and
  executive officers of AMAC (hereinafter referred to as
  "MANAGEMENT"); and EUROPORTAL INC T/A AUTO DATA GROUP, a
  company incorporated under the laws of the State of
  Delaware (hereinafter referred to as "EPADG "); and the
  persons listed on Exhibit "A" attached hereto and made a
  part hereof, (hereinafter referred to as the "SELLERS").

  WHEREAS, the SELLERS own a total of 9,500 shares of common
  stock, $0.001 par value of EPADG, said shares being 100% of
  the issued and outstanding common stock of EPADG.

  WHEREAS, the SELLERS desire to sell and AMAC desires to
  purchase one hundred (100%) percent of such shares.

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

     1.     Purchase and Sale - The SELLERS hereby agree to sell,
     transfer, assign and convey to AMAC and AMAC hereby
     agrees to purchase and acquire from the SELLERS, a total
     9,500 shares of common stock, $0.001 par value of EPADG,
     which equates one hundred percent (100%) percent of all
     of EPADG 's currently issued and outstanding stock (the
     EPADG Shares"), in a tax-free stock-for-stock
     acquisition.
     2.     Consideration - The Consideration price to be paid by
     AMAC for the EPADG  Common Shares shall be  9,500,000
     shares of AMAC common stock.
     3.     Warranties Representations and Covenants of EPADG
and
     EPADG  PRINCIPALS - In order to induce AMAC to enter into
     this Agreement and to complete  the transaction
     contemplated hereby, EPADG  and its principal executive
     officers (hereinafter referred to as the "EPADG
     PRINCIPALS", jointly and severally warrant and represent
     to AMAC that:
       (a)  Organization and Standing EPADG  is a corporation
       duly organized, validly existing and in a good
       standing under the laws of the State of Delaware, is
       qualified to do business as a foreign corporation in
       every other state or jurisdiction in which it operates
       to the extent required by the laws of such states and
       jurisdictions, and has full power and authority to
       carry on its business as now conducted and to own and
       operate its assets, properties and business.  Attached
       hereto as Exhibit "B" are true and correct copies of
       EPADG 's Certificate of Incorporation, amendments
       thereto and all current \by-laws of EPADG .  No
       changes thereto will be made in any of the Exhibit "B"
       documents before the closing.  EPADG  has no
       subsidiaries except as listed or any investments or
       ownership interests in any corporation, partnership,
       joint venture or other business enterprise which is
       material to its business.
     (b)    Capitalization As of the Closing Date of EPADG 's
     entire authorized and issued equity capital consists of
     9,500 shares of common stock, $0.001 par value of which
     9,500 shares of ordinary stock, $0.001 par value will be
     issued and outstanding as of the Closing.  As of the
     Closing Date, there will be no other voting or equity
     securities authorized or issued, nor any authorized or
     issued securities convertible into voting stock, and no
     outstanding subscriptions, warrants, calls, options,
     rights, commitments or agreements by which EPADG  or the
     SELLERS are bound, EPADG for the issuance of any
     additional shares of common stock or any other voting or
     equity security, other than any agreements that EPADG has
     with any of its subsidiaries.  The 9,500 shares of common
     stock at $0.001 par value issued and outstanding EPADG
     Shares to be transferred by SELLERS constitutes one
     hundred (100%) percent of the currently issued and
     outstanding shares of Common Stock of EPADG , which
     includes inter-claim, that same percentage of EPADG 's
     voting power, right to receive dividends, when, as and if
     declared and paid, and the right to receive the proceeds
     of liquidation attributable to common stock, if any.
     (c)    Ownership of EPADG  Shares Each SELLER warrants and
     represents, severally, that as of the date hereof, such
     SELLER is the sole owner of the EPADG Shares listed by
     his or her name on Exhibit "A-1", free and clear of all
     liens, encumbrances, and restrictions whatsoever, except
     that the EPADG  Common Shares so listed have not been
     registered under the Securities Act of 1933, as amended
     (the "33 Act"), or any applicable State Securities laws.
     By SELLERS' transfer of the EPADG Shares to AMAC pursuant
     to this Agreement. AMAC will thereby acquire 100% of the
     outstanding capital stock of EPADG , free and clear of
     all liens, encumbrances and restrictions of any nature
     whatsoever.
     (d)    Taxes EPADG  has filed all federal, state and local
     income or other tax returns and reports that it is
     required to file with all governmental agencies, wherever
     situate, and has paid or accrued for payment all taxes as
     shown on such returns, such that a failure to file, pay
     or accrue will not have a material adverse effect on
     EPADG .  EPADG 's income tax returns have never been
     audited by any authority empowered to do so.
     (e)    Pending Actions There are no known material legal
     actions, lawsuits, proceedings or investigations, either
     administrative or judicial, pending or threatened,
     against or affecting EPADG , or against the EPADG
     PRINCIPALS that arrive out of their operation of EPADG ,
     except as described in Exhibit "C" attached hereto.
     EPADG  is not knowingly in material violation of any law,
     material ordinance or regulation of any kind whatever.
     (f)    Government and Regulation EPADG  holds the licenses
     and registrations set forth on Exhibit "D" hereto from
     the jurisdictions set forth therein, which licenses and
     registrations are all of the licenses and registrations
     necessary to  permit EPADG  to conduct its current
     business.  All of such licenses and registrations are in
     full force and effect, and there are no proceedings,
     hearings or other actions pending that may affect the
     validity or continuation of any of them.  No approval of
     any other trade or professional association or agency of
     government other than as set forth on Exhibit "D" is
     required for any of the transactions effected by this
     Agreement, and the completion of the transactions
     contemplated by this Agreement will not, in and of
     themselves, affect or jeopardize the validity or
     continuation of any of them.
     (g)    Ownership of Assets Except as set forth in Exhibit
"E"
     attached hereto, EPADG  has good, marketable title,
     without any liens or encumbrances of any nature whatever,
     to all of the following, if any; assets, properties and
     rights of every type and description, including, without
     limitation, all cash on hand and in banks, certificates
     of deposit, stocks, bonds, and other securities, good
     will, customer lists, its corporate name and all variants
     thereof, trademarks and trade names, copyrights and
     interests thereunder, licenses and registrations, pending
     licenses and permits and applications therefor,
     inventions, processes, know-how, trade secrets, real
     estate and interests therein and improvements thereto,
     machinery, equipment, vehicles, notes and accounts
     receivable, fixtures, rights under agreements and leases,
     franchises, all rights and claims under insurance
     policies and other contracts of whatever nature, rights
     in funds of whatever nature, books and records and all
     other property and rights of every kind and nature owned
     or held by EPADG  as of this date, and will continue to
     hold such title on and after the completion of the
     transactions contemplated by this Agreement; nor, except
     in the ordinary course of its business, has EPADG
     disposed of any such asset since the date of the most
     recent balance sheet described in Section 3(0) of this
     Agreement.
     (h)    No Interest in Suppliers, Customers, Landlords or
     Competitors Neither the EPADG  PRINCIPALS nor any member
     of their families have any material interest of any
     nature whatever in any supplier, customer, landlord or
     competitor of EPADG .
     (i)    No Debt Owed by EPADG  to EPADG  PRINCIPALS Except as
     set forth in Exhibit "F" attached hereto, EPADG  does not
     owe any money, securities, or property to either the
     EPADG  PRINCIPALS or any member of their families or to
     any company controlled by such a person, directly or
     indirectly.  To the extent that the EPADG  PRINCIPLES may
     have any undisclosed liability to pay any sum or property
     to any such person or equity or any member of their
     families such liability is hereby forever irrevocably
     released and discharged.
     (j)    Complete Records All of EPADG 's books and records,
     including, without limitation, its books of account,
     corporate records, minute book, stock certificate books
     and other records are up-to-date, complete and reflect
     accurately and fairly the conduct of its business in all
     material respects since its date of incorporation.
     (k)    No Misleading Statements or Omissions Neither this
     Agreement nor any financial statement, exhibit, schedule
     or document attached hereto or presented to AMAC in
     connection herewith, contains any materially misleading
     statement or omits any fact or statement necessary to
     make the other statements or facts therein set forth not
     materially misleading.
     (l)    Validity of this Agreement All corporate and other
     proceedings required  to be taken by the SELLERS and by
     EPADG  in order to enter into and carry out this
     Agreement have been duly and properly taken.  This
     Agreement has been duly executed by the SELLERS and by
     EPADG , and constitutes the valid and binding obligation
     of each of them, enforceable in accordance with its terms
     except to the extent Inc by applicable bankruptcy,
     reorganization, insolvency, moratorium or other laws
     relating to or effecting generally the enforcement of
     creditors rights.  The execution and delivery of this
     Agreement and the carrying out of its purposes will not
     result in the breach of any of the terms and conditions
     of, or constitute a default under or violate, EPADG 's
     Certificate of Incorporation or By-Laws, or any material
     agreement, lease, mortgage, bond, indenture, license or
     other material document or undertaking, oral or written,
     to which EPADG  or the SELLERS is a party or is bound or
     may be affected, nor will such execution, delivery and
     carrying out violate any law, rule or regulation or any
     order, with injunction or decree, of any court,
     regulatory agency or other governmental body; and the
     business now conducted by EPADG  can continue to be so
     conducted after completion of the transaction
     contemplated hereby, with EPADG  as a wholly owned
     subsidiary of AMAC.
     (m)    Concepts and Approvals: Compliance with Laws Neither
     EPADG  nor the SELLERS are required to make any filing
     with, or obtain the consent or approval of, any person or
     entity as a condition to the consummation of the
     transactions contemplated by this Agreement.  The
     business of EPADG  has been operated in material
     compliance with all laws, rules, and regulations
     applicable to its business, including, without
     limitation, those related to securities matters, trade
     matters, environmental matters, public health and safety,
     and labor and employment.
     (n)    Access to Books and Records AMAC will have full and
     free access to EPADG 's books during the course of this
     transaction prior to Closing, during regular business
     hours, on reasonable notice.
  4. Warranties, representations and Covenants of AMAC AND
  MANAGEMENT OF AMAC ("MANAGEMENT") In order to induce the
  SELLERS and EPADG  to enter into this Agreement and to
  complete the transaction contemplated hereby, AMAC AND
  MANAGEMENT jointly and severally warrant, represent and
  covenant to EPADG  and SELLERS that :

          (a)    Organization and Standing AMAC is a corporation
          duly organized, validly existing and in good
          standing under the laws of the State of Delaware,
          will be qualified to do business as a foreign
          corporation in every other state and jurisdiction in
          which it operates to the extent required by the laws
          of such states or jurisdictions, and will have full
          power and authority to carry on its business as now
          conducted and to own and operate its assets,
          properties and business. AMAC has no subsidiaries or
          any other investments or ownership interests in any
          corporation, partnership, joint venture or other
          business enterprise.
          (b)    Capitalization AMAC's entire authorized equity
          capital consists of 25,000,000 shares of voting
          common stock, $0.001 par value. Of which 534,871
          shares of voting stock is currently outstanding.
          AMAC will issue 9,500,000 shares for the acquisition
          of EPADG, upon closing AMAC will have issued and
          outstanding 10,034,871 shares of voting common
          stock, $0.001 par value and no shares of preferred
          stock issued.  Upon issuance, all of the AMAC Common
          Stock will be validly issued, fully paid and non-
          assessable.  The relative rights and preferences of
          AMAC's equity securities are set forth on the
          Certificate of Incorporation, as amended and AMAC's
          By-laws (Exhibit "H" hereto).  There are no other
          voting or equity securities authorized or issued,
          not any authorized or issued securities convertible
          into voting stock, and no outstanding subscriptions,
          warrants, calls, options, rights, commitments or
          agreements by which AMAC is bound, calling for the
          issuance of any additional shares of common stock or
          any other voting or equity security.  The By-laws of
          AMAC provide that a simple majority of the shares
          voting at a stock holders' meeting at which a quorum
          is present may elect all of the directors of AMAC.
          Cumulative voting is not provided for by the By-Laws
          or Certificate of Incorporation of AMAC.
          Accordingly, as of the Closing the 9,500,000 shares
          being issued to and acquired by the SELLERS will
          constitute 95% of the outstanding shares of AMAC
          which will then be issued and outstanding which
          includes, inter alia, that same percentage of AMAC's
          voting power (subject to the provisions regarding
          cumulative rights), right to receive dividends,
          when, as and if declared and paid, and the right to
          receive the proceeds of liquidation attributable to
          common stock, if any.
          (c)    Ownership of Shares By AMAC's issuance of the
          AMAC Common Shares to the SELLERS pursuant to this
          Agreement, the SELLERS will thereby acquire good,
          absolute marketable title thereto, free and clear of
          all liens, encumbrances and restrictions of any
          nature whatsoever, except by reason of the fact that
          such AMAC shares will not have been registered under
          the 33 Act, or any applicable state securities laws.
          (d)    Significant Agreements AMAC is not and will not
          at Closing be bound by any of the following:
               (i)    Employment, advisory or consulting contract
               (except as described in Section 12 herein).
               (ii)   Plan providing for employee benefits of
               any nature.
               (iii)  Lease with respect to any property or
               equipment.
               (iv)   Contract of commitments for any current
               expanditure.
               (v)    Contract or commitment pursuant to which it
               has assumed, guaranteed, endorsed or otherwise
               become liable for any obligation of any other
               person, firm or organization.
               (vi)   Contract, agreement, understanding,
               commitment or arrangement either than in the
               normal course of business, not set forth in
               the Agreement or an Exhibit hereto.
               (vii)  Agreement with any person relating to
               the dividend, purchase or sale of securities,
               that has not been settled by the delivery of
               payment of securities when due, and which
               remains unsettled upon the date of this
               Agreement.
          (e)Taxes AMAC has filed all federal, state and local
          income or other tax returns and reports that it is
          required to file with all governmental agencies,
          wherever situate, and has paid all taxes as shown on
          such returns.  All of such returns are true and
          complete. AMAC's income tax returns have never been
          audited by say authority empowered to do so.
          (f)Absence of Liabilities As of the Closing Date AMAC
          will have no liabilities of any kind or nature,
          fixed or contingent, except for the costs, including
          legal and accounting fees and other expenses, in
          connection with this transaction, for which AMAC
          agrees to be responsible and to pay in full at or
          before the Closing.
          (g)No Pending Actions To the best of management's
          knowledge, there are no legal actions, lawsuits,
          proceedings or investigations, either administrative
          or judicial, pending or threatened against or
          affecting AMAC, or against any of the AMAC
          MANAGEMENT and arising out of their operation of
          AMAC. AMAC has been in compliance with, and has not
          received notice of violation of any law, ordinance
          of any kind whatever, including, but not Inc to, the
          33 Act, the Rules and Regulations of the SEC, or the
          Securities Laws and Regulations of any sale. AMAC is
          not an investment company as defined in, or
          otherwise subject to regulation under, the
          Investment Company Act of 1940. AMAC is not required
          to file reports pursuant to either Section 13 or
          Section 15 (d) of the 34 Act.
          (h)Corporate Records All of AMAC's books and records,
          including, without limitation, its books of account,
          corporate records, minute book, stock certificate
          books and other records are up-to-date complete and
          reflect accurately and fairly the conduct of its
          business in all respects since its date of
          incorporation; all of said books and records will be
          made available for inspection by EPADG's authorized
          representatives prior to the Closing as provided by
          Section 4(I) herein, and will be delivered to AMAC's
          new management at the Closing.
          (i)No Misleading Statements or Omissions Neither this
          agreement nor any financial statement, exhibit,
          schedule or document attached hereto or presented to
          EPADG  in connection herewith contains any
          materially misleading statement, or omits any fact
          or statement necessary to make the other statements
          or facts therein set forth not materially
          misleading.
          (j)Validity of this Agreement All corporate and other
          proceedings required to be taken by AMAC in order to
          enter into and to carry out this Agreement will have
          been duly and properly taken at or before the
          Closing.  This Agreement has been duly executed by
          AMAC, constitutes a valid and binding obligation of
          AMAC enforceable in accordance with its terms.  The
          execution and delivery of this Agreement and the
          carrying out of its purposes will not result in the
          breach of any of the terms or conditions of, or
          constitute a default under or violate, AMAC's
          Certificate of Incorporation or By-Laws, or any
          agreement, lease, mortgage, bond, indenture, license
          or other document or undertaking, oral or written,
          to which AMAC is a party or is bound or may be
          affected nor will such execution, delivery and
          carrying out violate any law, rule or regulation or
          any order, writ, injunction or decree of any court,
          regulatory agency or other governmental body.
          (k)Consents and Approvals, Compliance with Laws Except
          for the notices to be filed as described in Section
          7(a)(v) herein, neither EPADG  nor MANAGEMENT is
          required to make any filing with, or obtain the
          consent or approval of, any person  or entity as a
          condition to the consummation of the transactions
          contemplated by this Agreement.  The business of
          AMAC has been operated in compliance with all laws,
          rules and regulations applicable to its business,
          including, without limitation, those related to
          securities matters, trade matters, environmental
          matters, public health and safety, and labor and
          employment.
          (l)Access to Books and Records EPADG  and SELLERS will
          have full and free access to EPADG 's books and
          records during the course of this transaction prior
          to and at the Closing on reasonable notice.
           (m)Directors and Shareholders Approval As of the
          Closing, AMAC's Board of Directors and Shareholders,
          by meeting or consent shall have properly authorized
          the matters described in section 7(a)(iv)herein.
          (n)The AMAC Shares All of the AMAC Common Shares
          issued to SELLERS shall be validly issued, fully-
          paid non-assessable shares of AMAC Common Stock,
          with full voting rights, dividend rights, and right
          to receive the proceeds of liquidation  , if any, as
          set forth in AMAC's Certificate of Incorporation.

     5.     Term: Indemnification All representations,
     warranties,
     covenants and agreements made herein and in the exhibits
     attached hereto shall survive the execution and delivery
     of this Agreement and payment pursuant thereto.
     MANAGEMENT and EPADG  MANAGEMENT ("management") of both
     parties to the agreement hereby agree, jointly and
     severally, to indemnify, defend, and hold harmless AMAC,
     EPADG , and the SELLERS from and against any damage,
     loss, liability, or expense (including without
     limitation, reasonable expenses of investigation and
     reasonable attorney's fees) arising out of any material
     breech of any representation, warranty, covenant, or
     agreement made by EPADG  MANAGEMENT or management in this
     Agreement.
    1.     Conditions Precedent to Closing (a) The obligations of
     EPADG  and the SELLERS under this Agreement shall be and
     are subject to fulfillment, prior to or at the Closing,
     of each of the following conditions:
          (i)    That AMAC's and MANAGEMENT's representations and
          warranties contained herein shall be true and
          correct at the time of Closing as if such
          representations and warranties were made at such
          time, and MANAGEMENT will deliver an executed
          certification confirming the foregoing;
          (ii)   That AMAC and MANAGEMENT shall have
          performed or complied with all agreements, terms and
          conditions required by this Agreement to be
          performed or complied with by them prior to or at
          the time of the Closing;
          (iii)  That AMAC's directors and shareholders, by
          proper and sufficient vote taken either by consent
          or at a meeting duly and properly EPADG led and
          held, shall have properly approved all of the
          matters required to be approved by AMAC's directors
          and shareholders, respectively;
          (iv)   That AMAC's Board of Directors, by proper
          and sufficient vote, shall have approved this
          Agreement and the transactions contemplated hereby;
          and
     (b)    The obligations of AMAC and MANAGEMENT under this
     Agreement shall be and are subject to fulfillment, prior
     to or at the Closing of each of the following conditions:
          (i)    That EPADG 's and SELLERS' representations and
          warranties contained herein shall be true and
          correct at the time of Closing as if such
          representations and warranties were made at such
          time and EPADG  and the EPADG  PRINCIPALS shall
          deliver an executed certification confirming the
          foregoing;
          (ii)   That EPADG  and EPADG  PRINCIPALS shall have
          performed or complied with all agreements, terms and
          conditions required by this Agreement to be
          performed or complied with by them prior to or at
          the time of Closing; and
     8 Termination This Agreement may be terminated at any time
     before or at Closing, by;
          (a)The mutual agreement of the parties;
          (b)Any party if:
               (iii)  Any legal proceeding shall have been
               instituted or shall be imminently threatening
               to delay, restrain or prevent the consummation
               of this Agreement.
  Upon termination of this Agreement for any reason, in
  accordance with the terms and conditions set forth in this
  paragraph, each said party shall bear all costs and
  expenses as each party has incurred and no party shall be
  liable to the other.

  9.     Exhibits All Exhibits attached hereto are incorporated
     herein by this reference as if they were set forth in
     their entirety.
     1.     Miscellaneous Provisions This Agreement is the entire
     agreement between the parties in respect of the subject
     matter hereof, and there are no other agreements, written
     or oral, nor may this Agreement be modified except in
     writing and executed by all of the parties hereto.  The
     failure to insist upon strict compliance with any of the
     terms, covenants or conditions of this Agreement shall
     not be deemed a waiver or relinquishment of such rights
     or power at any other time or times.
     2.     Prohibited Actions Between the date hereof and the
     effective date of the merger, neither Purchaser nor
     Seller will, except with the prior written consent of the
     other:
     (a)issue or sell any stock, bonds, or other corporate
     securities;
     (b)incur any obligation or liability (absolute or
     contingent), except current liabilities incurred, and
     obligations under contracts entered into, other than in
     the ordinary course of business;
     (c) discharge or satisfy any lien or encumbrance or pay any
     obligation or liability (absolute or contingent) other
     than in the ordinary course of business;
     (d) make any dividend or other payment or distribution to
     its shareholders or Purchase or redeem any shares of its
     capital stock other than in the ordinary course of
     business;
     (e)mortgage, pledge, create a security interest in, or
     subject to lien or other encumbrance any of its assets,
     tangible or intangible other than in the ordinary course
     of business;
     (f)sell or transfer any of its tangible assets or cancel
     any debts or claims except in each case in the ordinary
     course of business other than in the ordinary course of
     business;
     (g)sell, assign, or transfer any trademark, trade name,
     patent, or other intangible asset;
     (h)waive any right of any substantial value other than in
     the ordinary course of business; or
     (i) enter into any other transaction other than in the
     ordinary course of business.
     3.     Further Instruments From time to time, as and when
     requested by the either of the parties or by its
     successors or assigns, the other party will execute and
     deliver, or cause to be delivered, all such deeds and
     other instruments; and will take or cause to be taken
     such further or other action as the parties may deem
     necessary or desirable in order to vest in and confirm to
     the purchaser title to and possession of all its
     property, rights, privileges, possessions, and franchises
     and otherwise to carry out the intent and purposes of
     this agreement.
     13. Governing Law This Agreement shall be governed by and
     construed in accordance with the internal laws of the
     State of Delaware.
     14. Counterparts This Agreement may be executed in
     duplicate facsimile
     counterparts, each of which shall be deemed an
     original and together shall constitute one and the same
     binding Agreement, with one counterpart being delivered to
     each party hereto.



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

                      AMAC INC

                      By:  ____________________________
                           ____________________________

                      EUROPORTAL INC T/A AUTO DATA GROUP
                      By:  ____________________________