RECITALS

EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (this "Agreement") is entered
into as of the 25th day of October 2001, by and among XXXXXXXXX.XXX, INC., a
Colorado corporation ("IDMD"), TOOLTRUST CORPORATION, a Nevada corporation
("ToolTrust") and the shareholders of ToolTrust identified on the signature page
hereto ("ToolTrust Shareholders").

RECITALS

WHEREAS, ToolTrust Shareholders own 100% of the issued and outstanding
common stock of ToolTrust (20,000,000 shares); and

WHEREAS, IDMD desires to acquire all of the issued and outstanding
common stock of ToolTrust owned by ToolTrust Shareholders, and ToolTrust
Shareholders desire to exchange all of their shares of common stock in ToolTrust
for an aggregate of 20,000,000 shares of restricted common stock of IDMD.

WHEREAS, as a result of the above-referenced transactions, IDMD will
own 100% of the outstanding stock of ToolTrust, ToolTrust will be a wholly-owned
subsidiary of IDMD, and the former ToolTrust shareholders will own approximately
66% of the outstanding common stock of IDMD.

WHEREAS, at Closing, as defined herein, ClearDialog Communications,
Inc. ("ClearDialog") and LocalToolbox Corporation ("LocalToolbox") will become
wholly owned subsidiaries of ToolTrust.

WHEREAS, Upon execution of this Agreement, IDMD will form a new
subsidiary in the State of Nevada to operate the online medical records business
named "IDMedical, Inc."

WHEREAS, following Closing, IDMD will hold a shareholders meeting to
change its name to "ToolTrust Holding Corp." or similar.

WHEREAS, as a result of the above-referenced transactions, the
publicly-traded corporation shall be named ToolTrust Holding Corp. (or similar),
the new IDMD subsidiary and ToolTrust shall be first level subsidiaries and
ClearDialog and LocalToolbox shall be subsidiaries of ToolTrust.

WHEREAS, the parties desire that upon execution of this Agreement,
Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and Xxxx X. Xxx shall resign
as officers and/or directors of IDMD and the officers and directors of ToolTrust
shall begin management of IDMD.

NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, IDMD, ToolTrust and
ToolTrust Shareholders agree as follows:

1. THE ACQUISITION.

1.1 Acquisition. At the Closing (as defined in section 4, below), IDMD
shall acquire from ToolTrust Shareholders and ToolTrust Shareholders shall sell,
transfer, assign and convey to IDMD 100% of all the issued and outstanding
shares of common stock of ToolTrust (the "ToolTrust Shares"), in exchange for
20,000,000 shares of IDMD's common stock (the "IDMD Shares"). The IDMD Shares
issued to ToolTrust Shareholders shall have the rights, restrictions and
privileges set forth in IDMD's Articles of Incorporation and in the stock
certificates therefor. Upon the Closing, ToolTrust shall become a wholly-owned
subsidiary of IDMD.

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1.2 TAXES. It is the intent of the parties that this reorganization
will constitute a tax-free reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended. Each party shall be
responsible for and shall pay any and all taxes, charges or fees attributable to
such party, including individual state and federal income taxes, arising out of,
or by reason of, the exchange of IDMD Shares for the ToolTrust Shares, or
otherwise in connection with the transactions contemplated hereby. Each party
hereto represents and warrants that it has relied solely on the opinions or
advice of its own professional advisors with respect to the tax consequences of
this transaction, if any, and has not relied on the opinions or advice of the
other parties or its professional advisors in any way with respect to the tax
consequences of this transaction.

2. CHANGE IN CONTROL OF IDMD AND UNWIND PROVISION

2.1 Change in Control of IDMD.

(a) By execution of this Agreement, Xxxxxxx X. Xxxxxxxx, Xx. hereby
resigns as an officer and director of IDMD, Xxxx X. Xxx resigns as an officer
and director of IDMD, Xxxxxxx X. Xxxxxxxx, Xx. resigns as a director of IDMD and
the persons identified below are hereby appointed to serve as the officers and
directors of IDMD until their successors are duly elected at the next meeting of
shareholders:

Name Position with IDMD
---- ------------------

Xxxxxx X. Xxxxxx............................Chairman and Director, CEO and Treasurer
Xxxxx Xxxxxxx...............................President, Secretary and Director
Xxxxxx X. Xxxx..............................Director
Xxxxxxx Xxxxxx..............................Director
Xxx Xxxxx...................................Director

(b) Concurrently herewith, Messrs. Xxxxxx and Xxxxxxx (the "ToolTrust
Management Team"), and directors King, Girvan and Xxxxx shall execute
resignations as officers and/or directors of IDMD, such resignations to become
effective only in the event Closing (as defined in section 4) does not occur.

(c) Following Closing, IDMD's board of directors shall call and hold a
meeting of shareholders of IDMD to amend the Articles of Incorporation to
enlarge the number of members of IDMD's board of directors from five (5) to
eight (8) persons. Subject to their individual acceptances, Xxxxxx
Xxxxxxxxxxxxx, Xxxx X. Xxxxx and Xxxxx X. Xxxxx shall be nominated to fill the
resulting vacancies on the board of directors.

2.2 Unwind Provision. The parties contemplate that IDMD will file a
current report on Form 8-K within 15 days following execution of this Agreement
to report the change of control as described in section 2.1 (the "Form 8-K"). In
the event that Closing (as defined in section 4) does not occur for any of the
following reasons:

(a) ToolTrust fails to complete the audit report contemplated
by section 8.1 within 75 days following execution of this Agreement;

(b) ToolTrust fails to acquire ClearDialog Communications,
Inc. and LocalToolbox Corporation within 75 days following execution of
this Agreement; or

(c) ToolTrust does not have $100,000 available to pay accrued
liabilities of the online medical records business within 75 days
following execution of this Agreement;

and the parties do not otherwise agree to a modification of
terms or extension of time periods contained in this section 2.2, then
upon receipt by ToolTrust of written notice of unwind from Xxxx Xxx,
Xxxxxxx X. Xxxxxxxx, Xx. and Xxxxxxx X. Xxxxxxxx, Xx. (in accordance
with the provisions of section 12.3):

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(i) The resignations of the ToolTrust Management
Team contemplated in section 2.1(b) shall
become immediately effective;

(ii) the original officers and directors of IDMD
shall immediately resume their positions as
officers and directors of IDMD; and

(iii) this Agreement shall be deemed null, void
and of no force and effect.

2.3 Carry on in Ordinary Course of Business Prior to Closing. The
ToolTrust Management Team shall carry on the operations of the online medical
records business substantially in the same manner as heretofore conducted, and
shall not (i) institute any unusual or novel methods of lease, management,
accounting or operation; or (ii) make any material changes in the character of
the online medical records business. In the event this Agreement is unwound
pursuant to section 2.2, above, ToolTrust shall assume any liabilities incurred
by IDMD under the direction of the ToolTrust Management Team following execution
of the Agreement and prior to Closing.

2.4 Transfers of Shares. IDMD shall use commercially reasonable efforts
to facilitate requests by Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and
Xxxx X. Xxx to sell or transfer shares of restricted stock in accordance with
applicable securities laws.

2.5 Issuance of IDMD Common Stock. Prior to Closing, the ToolTrust
Management Team shall issue IDMD common stock only:

(a) Upon exercise of outstanding convertible securities;

(b) in accordance with the XXXxxxxxx.xxx, Inc. 1999 Stock Option Plan;
and

2.6 Indemnification of IDMD Officers and Directors. IDMD shall
indemnify Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and Xxxx X. Xxx
against any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he is or was a director or officer of IDMD, to the fullest extent permitted
by IDMD's Articles of Incorporation and the Colorado Business Corporation Act.

3. ONLINE MEDICAL RECORDS BUSINESS

3.1 Consultants to Online Medical Records Business. Upon execution of
this Agreement, the ToolTrust Management Team shall form a subsidiary to operate
the online medical records business currently conducted by IDMD. Upon execution
of this Agreement, Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and Xxxx
X. Xxx shall be retained as consultants to the new subsidiary, pursuant to the
terms contained in the consulting agreements attached as EXHIBITS A, B AND C.

3.2 Accrued Liabilities of Online Medical Records Business.

(a) At Closing, ToolTrust shall pay to IDMedical, Inc., the
Nevada corporation, $100,000 to be used to pay accrued liabilities of
the online medical records business as designated in EXHIBIT D,
attached hereto. Such accrued liabilities shall be paid by IDMedical,
Inc., the Nevada corporation, to the payees designated in EXHIBIT D at
Closing.

(b) Should IDMD receive proceeds from the exercise of
outstanding warrants to purchase IDMD common stock by IDMD warrant
holders prior to Closing, one-third of such proceeds, up to $100,000,
shall immediately be used to pay the accrued liabilities designated in
EXHIBIT D.

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(c) At Closing, ToolTrust shall pay to IDMedical, Inc., the
Nevada corporation, up to $35,000 per month to pay other accrued
liabilities of the online medical records business as designated in
EXHIBIT H, attached hereto. Such accrued liabilities shall be paid by
IDMedical, Inc., the Nevada corporation, to the payees designated in
EXHIBIT H at Closing.

(d) Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and
Xxxx X. Xxx hereby forever waive any claim for payment of accrued
salaries through Closing that may otherwise be payable by IDMD to each
or any of them. In consideration of the foregoing waivers, warrants to
purchase shares of IDMD restricted common stock shall be issued at
Closing as follows:

Name Warrants
---- --------

Xxxxxxx X. Xxxxxxxx, Xx. 166,667 @ $0.50 per share
166,667 @ $1.00 per share
166,667 @ $2.00 per share

Xxxx X. Xxx 166,667 @ $0.50 per share
166,667 @ $1.00 per share
166,667 @ $2.00 per share

The warrants issued pursuant to this section 3.2(d) shall be
fully vested and exercisable upon Closing for a period of two years.
The warrants will contain the standard anti-dilution provisions contained in
other IDMD warrants.

3.3 Name of New Subsidiary. The name of the online medical records
business subsidiary shall be "IDMedical, Inc." and shall be incorporated in the
State of Nevada.

3.4 Name of Public Corporation. Following Closing, IDMD's board of
directors shall call and hold a meeting of shareholders of IDMD to change the
name of XXXxxxxxx.xxx, Inc. to "ToolTrust Holding Corp." or a name similar
thereto.

4. CLOSING. A "Closing" shall take place at the offices of Futro & Xxxxxxxxxxx
LLC, 0000 00xx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxx 00000, on the first business
day following the satisfaction or waiver of all conditions to the obligations of
the parties to consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective parties will take at the
Closing itself) or such other date and/or time as the parties may mutually
determine.

4.1 Conditions Precedent to Closing. The following are conditions
precedent to the Closing:

(a) ToolTrust's completion of the audit report contemplated by
section 8.1;

(b) the closing of ToolTrust's acquisition of ClearDialog
Communications, Inc. and LocalToolbox Corporation;

(c) the availability of $100,000 for use by IDMedical, Inc.,
the Nevada corporation, to pay accrued liabilities of the online
medical records business; and

(d) the availability of funds for use by IDMD to pay accrued
liabilities of the online medical records business as designated in
Exhibit H.

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4.2 Delivery of Documents Prior to Closing. ToolTrust shall deliver
copies of the following documents to Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X.
Xxxxxxxx, Xx. and Xxxx Xxx at least 15 days prior to Closing:

(a) ToolTrust's corporate minute books (which shall contain copies
of the Articles of Incorporation and Bylaws, as amended), contracts (including
documents related to ToolTrust's acquisition of ClearDialog and LocalToolbox),
licenses and sub-licenses, non-disclosure and confidentiality agreements, and
such other corporate books and records as may be reasonably requested.

4.3 Delivery of Documents at Closing. At the closing:

(a) the ToolTrust Shareholders shall deliver to IDMD certificates,
duly endorsed or accompanied by stock powers duly executed in blank, evidencing
100% of the ToolTrust Shares owned by ToolTrust Shareholders.

(b) IDMD shall issue to the ToolTrust Shareholders, and deliver
certificates evidencing, the IDMD Shares;

(d) the parties shall execute and deliver such other instruments
and documents, if any, as may be required to effect the transactions
contemplated herein.

5. ASSUMPTION OF OPTIONS

5.1 Upon Closing, all outstanding options to purchase ToolTrust common
stock, as designated in section 6.2, below, shall be assumed by IDMD. Such
ToolTrust options, when exercised, shall be converted into the same number of
shares of IDMD common stock at the same exercise price.

6. REPRESENTATIONS OF TOOLTRUST SHAREHOLDERS AND TOOLTRUST. ToolTrust
Shareholders and ToolTrust hereby represent and warrant that effective this
date, the representations and warranties listed below are true and correct:

6.1 Organization. ToolTrust is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada with full
power and authority to own and use its properties and conduct its business as
presently conducted by it. ToolTrust shall furnish IDMD with copies of the
Articles of Incorporation and the Bylaws of ToolTrust, including all amendments
thereto. Such copies are true, correct and complete and contain all amendments
through the date hereof, which, together with this Agreement, are sufficient to
effect the transactions hereunder and evidence the intent of the parties hereto.

6.2 Capitalization. The authorized stock of ToolTrust consists of (a)
100,000,000 shares of common stock, and (b) 10,000,000 shares of preferred
stock. Immediately prior to the Closing, 20,000,000 shares of common stock will
be issued and outstanding, and no shares of preferred stock will have been
issued. ToolTrust has granted to employees and consultants options to purchase
an aggregate of: (i) 2,000,000 shares of ToolTrust common stock at $0.50 per
share; (ii) 2,000,000 shares of ToolTrust common stock at $1.00 per share; and
(iii) 2,000,000 shares of ToolTrust common stock at $2.00 per share. All shares
issued and outstanding are duly and validly authorized and issued and are fully
paid and nonassessable. ToolTrust does not have outstanding any other security
convertible into, or any warrant, option or other right to subscribe for or
acquire any equity interest in ToolTrust.

6.3 Authority. ToolTrust has the requisite corporate authority to enter
into and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement by ToolTrust and the consummation of
the transactions contemplated hereby will not violate or conflict with any
provisions of

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the Articles of Incorporation, as amended, or Bylaws of ToolTrust or contravene
any law, rule, regulation, court or administrative order binding on it, or
result in the breach of or constitute a default in the performance of any
material obligation, agreement, covenant or condition contained in any material
contract, lease, judgment, decree, order, award, note, loan or credit agreement
or any other material agreement or instrument to which ToolTrust is a party or
by which it is bound, the default or breach of which would have a material
adverse effect on the property and assets of ToolTrust, considered as a whole.
ToolTrust has taken all requisite corporate action to authorize and approve the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby. Upon due execution and delivery of this
Agreement, this Agreement will constitute a valid, legal and binding obligation
of ToolTrust and ToolTrust Shareholders enforceable against them in accordance
with its terms.

6.4 ToolTrust Shareholders. ToolTrust Shareholders are the owners of
100% of the issued and outstanding common stock of ToolTrust; such ToolTrust
Shares are free and clear from any security interests, claims, liens, or other
encumbrances; and ToolTrust Shareholders has the unqualified right to transfer
and dispose of its ToolTrust Shares.

6.5 Due Diligence. ToolTrust shall furnish to IDMD copies of all
documents requested by IDMD, as specified in section 4.2(a). No due diligence
investigations undertaken by IDMD shall in any event relieve ToolTrust or
ToolTrust Shareholders of their responsibilities for the accuracy and
completeness of any representation or warranty of ToolTrust or of ToolTrust
Shareholders contained herein or the performance of any covenant or agreement of
ToolTrust or of ToolTrust Shareholders contained herein.

6.6 Approvals and Consent. No approval, authorization or other action
by, or filing with, any third-party, including a governmental authority is
required in connection with the execution, delivery and performance by ToolTrust
and ToolTrust Shareholders of their obligations under this Agreement and their
respective performance of the transactions contemplated hereby.

6.7 Undisclosed Liabilities. ToolTrust has no liabilities or
obligations whatsoever, either accrued, absolute, contingent or otherwise,
except as disclosed on the audited financial statements to be provided and those
incurred in or as a result of the ordinary course of business of ToolTrust
subsequent to the date of the financial statements.

6.8 Assets. The assets of ToolTrust as set forth in the audited
financial statements have been acquired in bona fide transactions, fully
supported by appropriate instruments of assignment, sale, or transfer, where
appropriate, and are offset by no liabilities or contingencies, contractual or
otherwise, except as indicated in the financial statements.

6.9 Litigation. ToolTrust is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of ToolTrust
and ToolTrust Shareholders, no litigation, claims, assessments, or governmental
investigation or proceeding is threatened against ToolTrust, its ToolTrust
Shareholders or properties.

6.10 Applicable Laws. ToolTrust has complied with all applicable laws
in connection with its formation, issuance of securities, organization,
capitalization and operations, and no contingent liabilities have been
threatened or claims made, and no basis for the same exists with respect to said
operations, formation or capitalization, including claims for violation of any
state or federal securities laws.

6.11 Taxes. ToolTrust has filed all governmental, tax or related
returns and reports due or required to be filed and has paid all taxes or
assessments which have become due as of the date of this Agreement, including
any employment related taxes and withholdings, and ToolTrust, to the best of its
knowledge, is not subject to a tax audit by any federal, state or local tax
authority and its properties are not subject to any tax liens.

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6.12 Breach of Contracts. ToolTrust has not breached, nor is there any
pending or threatened claims or any legal basis for a claim that ToolTrust has
breached, any of the terms or conditions of any agreements, contracts or
commitments to which it is a party or is bound and the execution and performance
hereof will not violate any provisions of applicable law of any agreement to
which ToolTrust is subject.

6.13 ToolTrust Disclosure. At the date of this Agreement, ToolTrust has
disclosed all events, conditions and facts materially affecting the business and
prospects of ToolTrust. ToolTrust has not withheld disclosure of any such
events, conditions, and facts which it, through management, has knowledge of, or
has reasonable grounds to know, which may materially affect the business and
prospects of ToolTrust.

6.14 Shareholder Disclosure. ToolTrust Shareholders hereby represent
that the materials prepared and delivered by IDMD to ToolTrust Shareholders will
have been read and understood by ToolTrust Shareholders, that each is familiar
with the business of IDMD, that each is acquiring the IDMD Shares under Section
4(2) of the Securities Act of 1933, (the "Act"), commonly known as the private
offering exemption, and that the shares are restricted and may not be resold,
except in reliance upon an exemption under the Act.

6.15 ToolTrust hereby covenants that it and the ToolTrust Management
Team will not change, modify, or amend the terms and provisions of this
Agreement through the final Closing hereunder, except as may be agreed upon by
all parties hereto. In the event of a breach of this covenant, Xxxxxxx X.
Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx. and Xxxx X. Xxx may seek to unwind the
Agreement pursuant to the provisions contained in section 2.2.

7. REPRESENTATIONS OF IDMD. IDMD hereby represents and warrants that effective
this date, the representations and warranties listed below are true and correct:

7.1 Organization. IDMD is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado with full
power and authority to own and use its properties and conduct its business as
presently conducted by it. IDMD is duly qualified and in good standing to do
business as a foreign corporation in any other jurisdiction where failure to so
qualify would have a material adverse effect on its business or assets. IDMD has
made available to ToolTrust Shareholders copies of the Articles of Incorporation
and the Bylaws of IDMD, including all amendments thereto. Such copies are true,
correct and complete and contain all amendments through the date hereof,
together with this Agreement, which are sufficient to effect the transactions
hereunder and evidence the intent of the parties hereto.

7.2 Capitalization. The authorized stock of IDMD consists of (a)
100,000,000 shares of common stock, par value $0.001 per share and (b) 1,000
shares of preferred stock, par value $0.001 per share. Immediately prior to the
Closing, there will be 10,281,500 shares of common stock outstanding and no
shares of preferred stock issued and outstanding, prior to the issuance of the
20,000,000 IDMD Shares to be delivered at Closing pursuant to this Agreement. At
the time of their issuance and delivery pursuant to this Agreement, all IDMD
Shares to be issued pursuant to the terms hereof shall be duly and validly
authorized and issued, fully paid and nonassessable. Except as disclosed in
EXHIBIT E, attached hereto, IDMD does not have outstanding any security
convertible into, or any warrant, option or other right to subscribe for or
acquire any shares of stock of IDMD; nor is IDMD under any obligation, whether
written or oral, to issue any of its securities.

7.3 Authority. IDMD has the requisite corporate authority to enter into
and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement by IDMD and the consummation of the
transactions contemplated hereby will not violate or conflict with any
provisions of the Articles of Incorporation, as amended, or Bylaws of IDMD or
contravene any law, rule, regulation, court or administrative order binding on
it, or result in the breach of or constitute a default in the performance of any
material obligation, agreement, covenant or condition contained in any material
contract, lease,

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judgment, decree, order, award, note, loan or credit agreement or any other
material agreement or instrument to which IDMD is a party or by which it is
bound, the default or breach of which would have a material adverse effect on
the property and assets of IDMD, considered as a whole. IDMD has taken all
requisite corporate action to authorize and approve the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. Upon due execution and delivery of this Agreement, this
Agreement will constitute a valid, legal and binding obligation of IDMD
enforceable against it in accordance with its terms.

7.4 Due Diligence. IDMD has furnished to ToolTrust Shareholders copies
of all documents requested by ToolTrust Shareholders. No due diligence
investigations undertaken by ToolTrust Shareholders shall in any event relieve
IDMD or its current officers and directors of their responsibilities for the
accuracy and completeness of any representation or warranty of IDMD contained
herein or the performance of any covenant or agreement of IDMD contained herein.

7.5 Approvals and Consent. No approval, authorization or other action
by, or filing with, any third-party, including a governmental authority is
required in connection with the execution, delivery and performance by IDMD of
its obligations under this Agreement and its performance of the transactions
contemplated hereby.

7.6 Litigation. IDMD is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of IDMD, no
litigation, claims, assessments, or governmental investigation or proceeding is
threatened against IDMD, its ToolTrust Shareholders or properties.

7.7 Applicable Laws. IDMD has complied with all state, federal and
local laws in connection with its formation, issuance of securities,
organization, capitalization and operations, and no contingent liabilities have
been threatened or claims made, and no basis for the same exists with respect to
said operations, formation or capitalization, including claims for violation of
any state or federal securities laws.

7.8 Breach of Contracts. Except as disclosed in EXHIBIT F, attached
hereto, IDMD has not breached, nor is there any pending or threatened claims or
any legal basis for a claim that IDMD has breached, any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
is bound and the execution and performance hereof will not violate any
provisions of applicable law of any agreement to which IDMD is subject.

7.9 Taxes. IDMD has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or assessments which
have become due as of the date of this Agreement, including any employment
related taxes and withholdings, and IDMD, to the best of its knowledge, is not
subject to a tax audit by any federal, state or local tax authority and its
properties are not subject to any tax liens. IDMD will cause to be filed or
prepared, as applicable, by the date of this Agreement, all federal, state,
county and local income, excise, property and other tax returns, forms, or
reports, which are due or required to be filed by it prior to the date of this
Agreement.

7.10 IDMD Disclosure. At the date of this Agreement, IDMD has disclosed
all events, conditions and facts materially affecting the business and prospects
of IDMD. IDMD has not withheld disclosure of any such events, conditions, and
facts which it, through management, has knowledge of, or has reasonable grounds
to know, which may materially affect the business and prospects of IDMD.

7.11 Undisclosed Liabilities. Except as disclosed in its periodic
reports filed with the U.S. Securities & Exchange Commission (the "SEC") and
EXHIBIT G, attached hereto, IDMD has no material liabilities or obligations
whatsoever, either accrued, absolute, contingent or otherwise.

7.12 SEC Reporting. IDMD is current in its requirements to file
periodic reports with the SEC. IDMD will use its best efforts to remain current
in its periodic reports required to be filed with the SEC.

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8. AUDIT.

8.1 Audit of ToolTrust Financial Statements. ToolTrust shall obtain and
deliver to IDMD an audit of ToolTrust, ClearDialog Communications, Inc. and
LocalToolbox Corporation financial statements and any other financial statements
which may be required by Regulations S-X or S-B for purposes of complying with
the Securities Act of 1933 and the Securities Exchange Act of 1934. IDMD shall
assist ToolTrust and its auditors as reasonably requested.

9. MUTUAL COVENANTS OF THE PARTIES. IDMD, ToolTrust and ToolTrust Shareholders
each covenant and agree to execute any further documents or agreements and to
take any further acts that may be reasonably necessary to effect the
transactions contemplated hereunder, including, but not limited to, obtaining
any consents or approvals of any third-party required to be obtained to
consummate the transactions contemplated by this Agreement.

10. RESTRICTIONS ON TRANSFER OF SHARES. The parties hereto acknowledge that all
securities transferred and/or issued in connection with the transactions
contemplated hereby are restricted as to transfer and the certificates therefore
shall bear legends to such effect and no transfer of any shares may be effected,
except pursuant to an effective registration statement prepared and filed
pursuant to the Act or pursuant to an exemption from registration thereunder, as
evidenced by an opinion of counsel or as otherwise allowed under the laws of
descent and distribution.

11. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions contemplated hereby for two
(2) years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.

12. MISCELLANEOUS.

12.1 Undertakings and Further Assurances. At any time, and from time to
time, hereafter, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purposes of this Agreement.

12.2 Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

12.3 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and will be effective when
hand-delivered or upon delivery if sent by commercial courier service such as
Federal Express or Airborne or on the day of delivery or first attempted
delivery if sent by first class, postage prepaid, certified United States mail,
return receipt requested (whether or not the return receipt is subsequently
received), and addressed by the sender to the addresses set forth on the
signature page hereof.

12.4 Headings. The paragraph and subparagraph headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

12.5 Governing Law. This Agreement shall be governed by the laws of the
State of Colorado.

12.6 Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns. This Agreement shall not be
assigned by any party hereto, except upon the consent, in writing, of the other
parties hereto.

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12.7 Entire Agreement. This Agreement, including any documents
delivered pursuant to the terms hereof, is the entire agreement of the parties
covering everything agreed upon or understood with respect to the transactions
contemplated hereby and supersedes all prior agreements, covenants,
representations or warranties, whether written or oral, by any party hereto.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.

12.8 Time. Time is of the essence. The parties each agree to proceed
promptly and in good faith to consummate the transactions contemplated herein.

12.9 Expenses. Each of the parties hereto shall pay its own expenses
incurred in connection with the authorization, preparation, execution and
performance of this Agreement and obtaining any necessary regulatory approvals,
including, without limitation, all fees and expenses of its respective counsel.

12.10 Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.

12.11 Counterparts and Facsimile Signatures. This Agreement and any
exhibits, attachments, or documents ancillary hereto, may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

XXXXXXXXX.XXX, INC., a Colorado corporation

/s/ Xxxxxxx X. Xxxxxxxx Address:
--------------------------------------------- 0000 Xxxxx 00xx Xxxxxx
Xxxxxxx X. Xxxxxxxx, Xx., CEO, Xxxxxxx, Xxxxxxxx 00000
President and Director

/s/ Xxxx X. Xxx
---------------------------------------------
Xxxx X. Xxx, Vice-President, Treasurer,
CFO, Secretary and Director

/s/ Xxxxxxx X. Xxxxxxxx, Xx.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx., Director

TOOLTRUST CORPORATION, a Nevada corporation

/s/ Xxxxxx X. Xxxxxx Address:
--------------------------------------------- 000 Xxxxx Xxx. N.E., Unit 1
Xxxxxx X. Xxxxxx, Chairman, CEO Xx. Xxxxxxxxxx, XX 00000
Treasurer & Director

/s/ Xxxxx Xxxxxxx
---------------------------------------------
Xxxxx Xxxxxxx, President, Secretary
& Director

TOOLTRUST SHAREHOLDERS No. of Shares of ToolTrust
Owned:

To be provided at Closing.

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