January 24, 2000 Fusion Networks, Inc. 8115 N.W. 29th Street Miami, Florida 33122 Attn: Hernando Bahamon Re: Agreement and Plan of Merger dated August 18, 1999 by and between Fusion Networks Holdings, Inc., Fusion Networks, Inc., IDM Environmental...

                                January 24, 2000


Fusion Networks, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000

Attn: Xxxxxxxx Xxxxxxx

Re:  Agreement  and Plan of Merger dated  August 18, 1999 by and between  Fusion
     Networks Holdings, Inc., Fusion Networks, Inc., IDM Environmental Corp. and
     IDM/FNI Acquisition Corporation (the "Agreement")

Dear Xx. Xxxxxxx:

     This letter  agreement  will serve to evidence our  understanding  that the
Agreement  be, and it hereby is,  amended to provide  that the  requirements  of
Section  7.2(d) of the  Agreement  may not be waived by either  party  under any
circumstances.

     If this  letter  agreement  accurately  reflects  your  understanding  with
respect to the foregoing,  please execute the same on behalf of Fusion  Networks
and return the executed copy to the undersigned.

FUSION NETWORKS HOLDINGS, INC.              IDM ENVIRONMENTAL CORP.

By:   /s/ Xxxx Xxxxxxxx                     By:   /s/ Xxxx Xxxxxxxx
     -------------------------                 --------------------------
      Xxxx Xxxxxxxx, President                   Xxxx Xxxxxxxx, President

IDM/FNI ACQUISITION CORPORATION


By:   /s/ Xxxx Xxxxxxxx
     -------------------------
      Xxxx Xxxxxxxx, President


Agreed and Accepted:

FUSION NETWORKS, INC.

By:   /s/ Xxxxxxxx Xxxxxxx
     ----------------------------
      Xxxxxxxx Xxxxxxx, President