
<PAGE>
 



                         AGREEMENT AND PLAN OF MERGER
                                     AMONG
                   COMMUNICATIONS WORLD INTERNATIONAL, INC.,
                     COMMWORLD-NATIONAL CAPITOL AREA, INC.
                    COMMUNICATIONS WORLD OF COLUMBIA, INC.,
                                JOHN E. HANNER
                              AND JOHN C. HANNER





                                August 1, 1995

<PAGE>
 
                         AGREEMENT AND PLAN OF MERGER


     This Agreement and Plan of Merger (the "Agreement") is made and entered
into as of the 1st day of August, 1995, among Communications World
International, Inc., a Colorado corporation ("CWI"), CommWorld National Capitol
Area, Inc. a Virginia corporation, which is a wholly-owned subsidiary of CWI
("Acquisition"), Communications World of Columbia, Inc., a Maryland corporation
("CWC") and John E. Hanner and John C. Hanner, the sole shareholders of CWC
(collectively referred to as "Hanner").  CWI, Acquisition, CWC and Hanner are
sometimes referred to herein individually as a "Party" and collectively as the
"Parties".

     WHEREAS, the Parties are desirous of effecting a merger of CWC with and
into Acquisition; and

     WHEREAS, for federal income tax purposes, it is intended that the Merger
(as hereinafter defined) shall qualify as a tax-free reorganization described in
Sections 368(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as
amended (the "Code"); and

     WHEREAS, the parties expect that the merger of CWC with and into
Acquisition will further certain of their business objectives.
 
     NOW, THEREFORE, CWI, Acquisition, CWC and Hanner adopt this plan of
reorganization and agree as follows:


                             Section 1. The Merger

     1.1    The Merger.  At the Effective Time (as hereinafter defined), CWC
            ----------                                                      
shall be merged with and into Acquisition (the "Merger"), and Acquisition shall
be the surviving corporation in the Merger, and the separate existences and
corporate organizations of CWC shall cease.

     1.2    Articles of Incorporation.  The Articles of Incorporation of
            -------------------------                                   
Acquisition in effect at and as of the Effective Time will remain the Articles
of Incorporation of Acquisition without any modification or amendment in the
Merger.

     1.3    Bylaws.  The Bylaws of Acquisition in effect at and as of the
            ------                                                       
Effective Time will remain the Bylaws of Acquisition without any modification or
amendment in the Merger.

     1.4    Directors and Officers.  Directors and officers of Acquisition at
            ----------------------                                           
and as of the Effective Time shall be as set forth in Schedule 1.4.


<PAGE>
 
     1.5    The Effective Time.  Subject to the terms and provisions of this
            ------------------                                              
Agreement, a certificate of merger (the "Certificate of Merger") shall be duly
prepared, executed and acknowledged by Acquisition and thereafter delivered to
the Secretary of State of the State of Virginia, for filing, as provided in the
Virginia  Stock Corporation Act as soon as practicable after the Closing Date
(as hereinafter defined).  The Merger shall become effective at the time (the
"Effective Time") CWC and Acquisition file the Certificate of Merger with the
Secretary of State of the State of Virginia or at such time thereafter as is
provided in the Certificate of Merger.  The Merger shall have the effect set
forth in the Virginia Stock Corporation Act.

     1.6    Effect of Merger.  At and after the Effective Time, Acquisition
            ----------------                                               
shall possess all the rights, privileges, powers and franchises of a public as
well as of a private nature, and be subject to all the restrictions,
disabilities and duties of each of CWC and Acquisition; and all and singular
rights, privileges, powers and franchises of CWC and Acquisition, and all
property, real, personal and mixed, and all debts due to CWC or Acquisition on
whatever account, as well as for stock subscriptions and all other things in
action or belonging CWC and Acquisition, shall be vested in Acquisition; and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter as effectually the property of Acquisition as they
were of CWC and Acquisition; and the title to any real estate vested by deed or
otherwise, of CWC or Acquisition, shall not revert or be in any way impaired;
but all rights of creditors and all liens upon any property of CWC or
Acquisition shall be preserved unimpaired; and all debts, liabilities and duties
of CWC and Acquisition shall thenceforth attach to Acquisition, and may be
enforced against Acquisition to the same extent as if said debts and liabilities
had been incurred by it.

     1.7    Conversion of CWC Stock.  At and as of the Effective Time, by virtue
            -----------------------                                             
of the Merger and without any action on the part of Hanner, as the sole holders
of the shares of common stock of CWC, shall be entitled to receive in exchange
therefor an aggregate of 40,000 shares of $1.00 par value Series C Preferred
Stock of CWI (of which 17,500 shares shall be issued to John E. Hanner and
22,500 shares to John C. Hanner) and 10,000 shares of common stock, no par value
of CWI ("Common Stock") (of which 4,375 shares shall be issued to John E. Hanner
and 5,625 shares shall be issued to John C. Hanner), and promissory notes made
by CWI in the aggregate principal amount of $30,000 (the "Notes") (of which a
Note in the principal amount of $15,000 will be made payable to John E. Hanner
and a Note in the principal amount of $15,000 will be made payable to John C.
Hanner), subject to adjustment as set forth in Section 2.

     1.8    Procedures for Conversion of Shares of CWC.  At the Effective Time,
            ------------------------------------------                         
(a) CWI will cause its transfer agent, American Securities Transfer, Inc., to
issue stock certificates evidencing the shares of Series C Preferred Stock and
common stock of CWI in the name of the Hanner as of the Effective Time; (b) CWI
will deliver to Hanner the Notes; and (c) Hanner will 


                                       2
<PAGE>
 
deliver to CWI his certificates evidencing all of the outstanding capital stock
of CWC, together with duly endorsed stock powers.


                              Section 2. Closing

     2.1    Closing.  The closing of the Merger (the "Closing") shall be held at
            -------                                                             
the offices of Communications World International, Inc., 6025 S. Quebec, Suite
300, Englewood, Colorado 80111 at 10:00 a.m. on August 30, 1995, or such other
date, time and place as the parties may mutually determine (the "Closing Date").

     2.2    Actions at the Closing.  At the Closing, (a) CWC and Hanner will
            ----------------------                                          
deliver to CWI and Acquisition the various certificates, instruments, and
documents referred to in Section 5, (b) CWI and Acquisition will deliver to CWC
the various certificates, instruments, and documents referred to in Section 5,
(c) CWC and Acquisition will file with the Secretary of the State of Virginia a
certificate of merger, and (d) CWI will deliver Notes in the aggregate principal
amount of $30,000, and certificates evidencing the Series C Preferred Stock and
Common Stock of CWI issued in the Merger as provided in Section 1.8.

     2.3    Adjustments at the Closing.  The consideration to be paid to Hanner
            --------------------------                                         
in connection with the Merger has been calculated based upon the addition of
$38,000 to the aggregate net assets of CWC (determined in accordance with
generally accepted accounting principles as of May 1, 1995 (the "Net Assets"),
which Net Assets are estimated to be $72,000.  As provided in Section 5, at the
Closing, CWC and Hanner will provide to CWI and Acquisition a revised schedule
of Net Assets, and the number of shares of Series C Preferred Stock to be issued
to Hanner shall be revised in accordance with this Section 2.3.

     2.4    Adjustment after the Closing.  In the event that CWI objects to the
            ----------------------------                                       
calculation of Net Assets pursuant to Section 2.3, then no later than 90 days
after the Closing Date, CWI shall notify Hanner, in reasonable detail, of its
objections.  In the event Hanner disputes the correctness of the objections of
CWI, Hanner shall notify CWI in writing within twenty days after receipt of the
objections from CWI and setting forth, in reasonable detail, the reasons for
Hanner's objections.  If Hanner fails to deliver such notice within such time,
Hanner shall be deemed to have accepted CWI's calculation.  CWI and Hanner shall
endeavor in good faith to resolve any disputed items within thirty days after
CWI's receipt of Hanner's notice of objections.  If they are unable to do so,
CWI and Hanner each shall have the right to refer the dispute to the Denver,
Colorado office of KPMG Peat Marwick (the "Auditor") for resolution.  The
determination by the Auditor of the adjustments, if any, which are necessary in
order that the calculation of the consideration paid to Hanner be made in
accordance with Section 2.3 shall be conclusive and binding on the Parties.  The
fees of the Auditor incurred in resolving any such dispute shall be paid by the
Party referring the matter to the Auditor unless there is an adjustment 


                                       3
<PAGE>
 
greater than $10,000 in favor of the Party who referred the dispute to the
Auditor, in which event the other Party shall be responsible for the fees of the
Auditor. In the event an adjustment is necessary, the adjustment will be made in
shares of Series C Preferred Stock valued at $1 per share. CWI's utilization of
the procedures under this Section 2 for a determination of the Net Assets shall
not supersede, replace or waive any rights or remedies that CWI may have for
Hanner's breach of any of Hanner's representations, warranties or agreements or
for indemnification Hanner has otherwise made under this Agreement.


                 Section 3. Representations and Warranties of
                              CWI and Acquisition

     CWI and Acquisition represent and warrant to CWC and Hanner as follows:

     3.1    Corporate Status.  Each of CWI and Acquisition  are corporations
            ----------------                                                
duly organized, validly existing, and in good standing under the laws of its
state of incorporation and is licensed or qualified as a foreign corporation in
all states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary. Each of CWI and
Acquisition have all requisite power and authority, and all licenses,
franchises, permits and authorizations necessary to carry on their respective
businesses as currently conducted and to own, lease and operate their respective
assets, properties and businesses now owned and operated by it, except where the
failure to have such licenses, franchises, permits and authorizations would not
have a material adverse effect on its financial condition, results of
operations, assets, property, liabilities or business of CWI and Acquisition
taken as a whole. CWI and Acquisition have supplied CWC and Hanner with true,
complete and correct copies of their respective Articles of Incorporation and
Bylaws.


                                       4
<PAGE>
 
     3.2    Capitalization.
            -------------- 

            (a) As of the date hereof, the authorized capital stock of CWI
            consists of 2,000,000 shares of Common Stock, no par value per
            share, of which 1,524,163 shares are issued and outstanding, and
            3,000,000 shares of preferred stock, par value $1.00 per share, of
            which 401,633 shares are presently issued and outstanding.  As of
            the date hereof, the following shares of Common Stock are reserved
            for issuance: (i) 10,275 shares for issuance pursuant to CWI's 1993
            Stock Option Plan, (ii) 20,000 shares for issuance pursuant to CWI's
            Non-Discretionary Stock Option Plan, (iii) subject to shareholder
            approval of an increase in the authorized common stock of CWI and of
            CWI's 1994 Stock Option Plan, 257,000 shares, (iv) 40,000 shares for
            issuance upon the exercise of warrants issued to designees of the
            underwriter of its 1992 public offering, (v) 212,400 shares for
            issuance upon the exercise of warrants issued in CWI's 1992 public
            offering and 1994 private offering, (vi) options to consultants to
            purchase an aggregate of 151,325 shares, of which options to
            purchase an aggregate of 70,000 shares are subject to shareholder
            approval of an increase in the authorized common stock of CWI and
            (vii) 60,452 shares for issuance upon conversion of preferred stock.
            All issued and outstanding shares of capital stock of CWI are fully
            paid and nonassessable and are not subject to any preemptive right.

            (b) As of the date hereof, the authorized capital stock of
            Acquisition consists of 1,000 shares of common stock, without par
            value, of which 1,000 shares are issued and outstanding.  All issued
            and outstanding shares of Acquisition are fully paid and non-
            assessable and are not subject to any preemptive right.  There are
            no outstanding warrants, options or other agreements to acquire
            securities of Acquisition.

     3.3    Authority.  Each of CWI and Acquisition has full corporate power and
            ---------                                                           
authority to enter into this Agreement and to carry out its respective
obligations hereunder. The execution and delivery of this Agreement and
performance by each of CWI and Acquisition of their respective obligations
hereunder has been duly authorized by all requisite corporate action on the part
of each of CWI and Acquisition.  This Agreement has been duly executed and
delivered by each of CWI and Acquisition and constitutes a valid and binding
obligation of each of CWI and Acquisition enforceable against each of CWI and
Acquisition in accordance with its terms except that (i) the enforcement of
certain rights and remedies created by this Agreement is subject to bankruptcy,
insolvency, reorganization and similar laws of general application  affecting
the rights and remedies of creditors generally and (ii) the enforceability of
any particular provision of this Agreement under principles of equity or the
availability of equitable 


                                       5
<PAGE>
 
remedies, such as specific performance, injunctive relief, waiver or other
equitable remedies, is subject to the discretion of courts of competent
jurisdiction.

     3.4    Consents.  No consent, approval, qualification, order or
            --------                                                
authorization of, or filing with, any governmental authority, including any
court or other third party, is required in connection with the valid execution,
delivery or performance of this Agreement by CWI and Acquisition or the
consummation by CWI and Acquisition of the transactions contemplated hereby.

     3.5    No Conflict.  The execution, delivery and performance of this
            -----------                                                  
Agreement and the consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, or result in the creation of or imposition of any
lien, charge or encumbrance upon any property or assets of CWI or Acquisition
pursuant to, any indenture, mortgage, deed of trust, lease or other agreement or
instrument to which CWI or Acquisition is a party or by which CWI or Acquisition
is bound or to any of CWI's or Acquisition's property, the certificate of
incorporation or bylaws of CWI or Acquisition, or any applicable law, rule,
regulation, judgment, order or decree of any court or governmental agency,
authority or body having jurisdiction over CWI or Acquisition or any of their
respective properties.

     3.6    Subsidiaries and Affiliates.  Except for Acquisition, CommWorld of
            ---------------------------                                       
Phoenix, Inc., International Communications Acquisition Corp. of Washington, and
International Communications Acquisition Corp. of Colorado, CWI does not
directly or indirectly, own any interest in or control any other corporation,
partnership, limited liability company, joint venture, association or other form
of business organization.  In addition, CWI intends to acquire through merger
Alpha Communications & Technology, Inc.  All of the issued and outstanding
shares of common stock of Acquisition is owned directly by CWI free and clear of
any mortgage, pledge, lien or encumbrance.

     3.7    Financial Statements.  The consolidated financial statements of CWI
            --------------------                                               
furnished to CWC and Hanner consisting of a balance sheet as of April 30, 1995
and the consolidated statements of operations and cash flows for the two years
ended April 30, 1995, are in all material respects true and accurate statements
of the financial condition and the results of operations of CWI as of the dates
and for the periods involved, and such statements were prepared in accordance
with generally accepted accounting principles consistently applied.   The
unaudited balance sheet of Acquisition at August 1, 1995 ("Acquisition's Balance
Sheet"), furnished to CWC and Hanner is true and accurate and prepared in
accordance with generally accepted accounting principles consistently applied.

     3.8    Delivery of Reports.  CWI has delivered to CWC and Hanner CWI's
            -------------------                                            
Annual Report on Form 10-KSB for the fiscal year ended April 30, 1995, as filed
by CWI with the 


                                       6
<PAGE>
 
Securities and Exchange Commission. Notwithstanding any provision hereof to the
contrary, it is understood by CWC and Hanner that CWI is not representing or
warranting any statements in the Reports relating to future, anticipated, or
possible circumstances, occurrences, or developments.

     3.9    CWI Stock.  CWI has taken all necessary corporate action to issue
            ---------                                                        
the shares of the Common Stock and Series C Preferred Stock pursuant to the
terms of this Agreement.  The shares of Common Stock and Series C Preferred
Stock issued pursuant to the terms of this Agreement will, when issued, be
validly issued, fully paid and nonassessable and no action taken by CWI will
confer upon any person any preemptive right of subscription or purchase in
respect thereof.

     3.10   Disclosure.  No representation or warranty by CWI or Acquisition
            ----------                                                      
contained in this Agreement or in any document, statement, or certificate
furnished, or to be furnished, to CWC and Hanner pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain
an untrue statement of a material fact or omits or will omit to state a material
fact required to be stated or necessary to make the statements and facts
contained herein or therein, in light of the circumstances in which they were or
are made, not false or misleading.

                  Section 4.  Representations and Warranties
                               of CWC and Hanner

     CWC and Hanner represent and warrant to CWI and Acquisition as follows:

     4.1    Corporate Status.  CWC is a corporation duly organized, validly
            ----------------                                               
existing, and in good standing under the laws of the State of Maryland and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.  CWC has all requisite corporate power and
authority, and all licenses, franchises, permits and authorizations necessary to
carry on its business as currently conducted and to own, lease and operate the
assets, properties and businesses now owned and operated by it, except where the
failure to have such licenses, franchises, permits and authorizations would not
have a material adverse effect on its financial condition, results of
operations, assets, property, liabilities or business.  CWC has supplied CWI and
Acquisition with true, complete and correct copies of its Articles of
Incorporation and Bylaws.

     4.2    Capitalization.  The authorized capital stock of CWC consists of
            --------------                                                  
2,000 shares of common stock, no par value per share, of which 2,000 shares are
issued and outstanding, fully paid, and nonassessable.  All of the issued and
outstanding shares of CWC are owned by Hanner.  There are no outstanding
warrants, options or other agreements to acquire securities of CWC.


                                       7
<PAGE>
 
     4.3    Authority.  CWC has full corporate power and authority to enter into
            ---------                                                           
this Agreement and to carry out its obligations hereunder.  The execution and
delivery of this Agreement and performance by CWC hereunder has been duly
authorized by all requisite corporate action on the part of CWC.  This Agreement
has been duly executed and delivered by CWC and Hanner and constitutes a valid
and binding obligation of CWC and Hanner enforceable against CWC and Hanner in
accordance with its terms, except that (i) the enforcement of certain rights and
remedies created by this Agreement is subject to bankruptcy, insolvency,
reorganization and similar laws of general application affecting the rights and
remedies of creditors generally, and (ii) the enforceability of any particular
provision of this Agreement under principles of equity or the availability of
equitable remedies, such as specific performance, injunctive relief, waiver or
other equitable remedies, is subject to the discretion of courts of competent
jurisdiction.  No shareholder of CWC has asserted the right to dissent from the
Merger.

     4.4    Consents.  Except as set forth in Schedule 4.4, no consent,
            --------                                                   
approval, qualification, order or authorization of, or filing with, any
governmental authority, including any court or other third party, is required in
connection with the valid execution, delivery or performance of this Agreement
by CWC or Hanner or the consummation by CWC or Hanner of the transactions
contemplated hereby.

     4.5    No Conflict.  The execution, delivery and performance of this
            -----------                                                  
Agreement and the consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, or result in the creation of or imposition of any
lien, charge or encumbrance upon any property or assets of CWC or Hanner
pursuant to, any indenture, mortgage, deed of trust, lease or other agreement or
instrument to which CWC or Hanner is a party or by which CWC or Hanner is bound
or to any of CWC's or Hanner's property, the Certificate of Incorporation or
Bylaws of CWC, or any applicable law, rule, regulation, judgment, order or
decree of any court or governmental agency, authority or body having
jurisdiction over CWC or Hanner or any of CWC's or Hanner's properties.

     4.6    Subsidiaries and Affiliates.  CWC does not, directly or indirectly,
            ---------------------------                                        
own any interest in or control any other corporation, partnership, limited
liability company, joint venture, association or other form of business
organization.

     4.7    Financial Statements.  The unaudited financial statements of CWC
            --------------------                                            
furnished to CWI and Acquisition consisting of balance sheets as of December 31,
1993 and December 31, 1994, and the related statements of income, changes in
stockholders' equity and cash flows for the years ended December 31, 1993 and
December 31, 1994, and the unaudited balance sheets of CWC as of April 30, 1995
(the "Latest Balance Sheets") and the unaudited statement of income for the four
months then ended, are in all material respects true and accurate statements of
the 


                                       8
<PAGE>
 
financial condition and the results of operations of each of CWC as of the dates
and for the periods involved, and such statements were prepared in accordance
with generally accepted accounting principles consistently applied.

     4.8    Net Assets; Title to Property.  Set forth in Schedule 4.8 is a list
            -----------------------------                                      
of Net Assets, which is true and correct as of May 1, 1995.  Except as otherwise
set forth in Schedule 4.8, each of CWC has good and valid title to all the
properties and assets, real and personal, reflected on the Latest Balance Sheets
and Schedule 4.8, owns these assets free and clear of all liens, claims, charges
or encumbrances of any kind or description other than (i) liens for the current
year's taxes not yet due and payable and (ii) liens securing the liabilities
shown on the Latest Balance Sheets, with respect to which no default exists.
The properties and assets reflected in the Latest Balance Sheets include all the
assets, rights and property utilized exclusively by CWC in the conduct of
business of CWC and all other assets, rights and property necessary for the
conduct of the business of CWC.

     4.9    Condition of Assets.  The properties and assets of CWC as listed on
            -------------------                                                
the Latest Balance Sheets and Schedule 4.8 are, and as of the Closing Date will
be, in good operating condition and suitable for continued use in the same
manner as heretofore used, ordinary wear and tear excepted.  The equipment and
vehicles listed on the Latest Balance Sheets and Schedule 4.9 constitutes all
the equipment and vehicles that are necessary to continue effectively the
operation of the business of CWC as it is currently conducted.

     4.10   Inventory and Supplies.  All of the inventory and supplies listed on
            ----------------------                                              
the Latest Balance Sheets and Schedule 4.8 have been purchased in the ordinary
course of business at or about market prices prevailing at the times of
purchase.  All such inventories and supplies are of a quality and in quantities
saleable, or usable, as the case may be, in the ordinary course of the business
of CWC.  The inventory is valued at the lower of cost or market price as
reflected in the books of account of CWC.

     4.11   Product Warranties.  To the best knowledge of CWC or Hanner there is
            ------------------                                                  
no significant design, manufacturing, or other defect in any product sold by CWC
which has resulted in the past, or could result in the future, in any required
recall, repair, replacement, credit or refund for which CWC would be
responsible.

     4.12   Accounts Receivable.  All accounts receivable listed on the Latest
            -------------------                                               
Balance Sheets and Schedule 4.8 are valid, legal and subsisting accounts,
enforceable in accordance with their respective terms and arising from bona fide
transactions in the ordinary course of business and are collectible in amounts
not less than the aggregate amount thereof carried on the Latest Balance Sheets
and Schedule 4.8, net of reserves.  The collectibility of each account
receivable will not be impaired by any right of return, statute of limitation,
right of set-off, counterclaim or defense.


                                       9
<PAGE>
 
     4.13   Liability.  Each liability shown on the Latest Balance Sheets and
            ---------                                                        
Schedule 4.8 represents a valid obligation of CWC incurred in the ordinary
course of business of CWC.

     4.14   Intangible Rights.  Schedule 4.14 contains an accurate and complete
            -----------------                                                  
list of all material intangible rights utilized in connection with the business
of CWC.  To the best knowledge of CWC and Hanner, these intangible rights are
being lawfully used in the business of CWC and may be so used without payment
to, or interference from, any party, and there has been no assignment, license
or other authorization given to any party to use any of these intangible rights.
To the best knowledge of CWC and Hanner, each of CWC has the right to use,
without payment to any third party, all proprietary rights used in its business.
CWC has not received any notice, nor do CWC or Hanner have any reason to
believe, that any of these intangible rights are being infringed upon by any
third party.

     4.15   Employees.  CWC has no contract or agreement with any labor union or
            ---------                                                           
other collective bargaining group and has not been involved in any strike, work
stoppage, lock out or unfair labor practice, as such term is defined in the
National Labor Relations Act, as amended, of any kind or nature.  No employee of
CWC has petitioned for a collective bargaining representation election and no
union is currently attempting to organize any of the employees of CWC.  To the
best knowledge of CWC and Hanner, CWC is in compliance in all material respects
with all federal and state laws governing employment, employment practices and
the terms and conditions of employment.

     4.16   Contracts, Agreements, Leases and Commitments. Except for the
            ---------------------------------------------                
contracts, agreements, leases and commitments listed on Schedule 4.16, CWC is
not a party to or bound by any material contract, agreement, lease or other
commitment.  All of the contracts listed in Schedule 4.16 are in full force and
effect without amendment or modification, other than sales orders or purchase
orders entered into in the ordinary course of business.  CWC is not in default
under any contract and has not received notice of any alleged default by it
under any contract which has not been waived under that contract.  For purposes
of this Section 4.16 as it relates to material contracts, agreements, leases or
other commitments "material" shall mean any contract, agreement, lease or other
commitment entered into which is not in the ordinary course of business or, if
entered into in the ordinary course of business, which involves a payment,
commitment or entitlement in excess of $10,000.

     4.17   Litigation.  Except as set forth on Schedule 4.17, there are no
            ----------                                                     
actions, suits, proceedings or claims pending or, to the best knowledge of CWC
or Hanner, threatened against or affecting CWC or Hanner, its business or assets
or properties. There are no judgments, orders or decrees outstanding against CWC
or Hanner.  CWC and Hanner has no knowledge of any pending or threatened
proceeding which would, in any manner, impair or curtail the operation of its
business in the manner currently operated and CWC and Hanner has no knowledge of
any 


                                       10
<PAGE>
 
other condition which would, in any manner, impair or curtail in any material
respect the conduct of the business of CWC in the manner currently operated.

     4.18   Condemnation; Assessments; Defects.  CWC has not received any notice
            ----------------------------------                                  
of any condemnation action or special assessment being contemplated with respect
to its premises or any of its properties or any notice from any governmental
authority or insurance company of any defect or inadequacy in these premises or
properties or any part thereof.

     4.19   Compliance with Law.  CWC is in compliance, in all material
            -------------------                                        
respects, with all applicable laws, rules, regulations or requirements of any
governmental authority, federal, state or local, relating to its business,
including, without limitation, the impact of its business upon the environment,
and the continued operation of its business in the manner heretofore conducted
will not violate, in any material respect, any existing statute, rule,
regulation or order, federal, state or local except where such noncompliance
would not have a material adverse effect on the condition (financial or other),
business, property, prospects, net worth or results of operations of CWC.
Neither CWC nor its officers or directors has received notice of any such
violation with respect to its business and operations.

     4.20   Taxes.
            ----- 

            (a) CWC has filed with the appropriate federal, state and local
            governmental authorities all tax returns required to be filed with
            respect to its business and properties and have paid all assessments
            shown to be due and claimed to be due on all such tax returns.

            (b) There are no additional assessments due or claimed to be due
            with respect to such filed returns.

            (c) Except as disclosed in Schedule 4.20, CWC has not executed or
            filed any agreement extending the period for assessment or
            collection of any tax nor is CWC a party to any action or proceeding
            by any governmental authority for the assessment or collection of
            taxes.

            (d)  All returns filed by CWC constitute complete and accurate
            representations of the tax liabilities for such years and accurately
            set forth all items (to the extent required to be included or
            reflected in such returns) relevant to the future tax liabilities,
            including the tax bases of the properties and assets.

            (e) The financial statements of CWC fairly present the charges,
            accruals, and reserves for taxes of CWC for all taxes payable by CWC
            for any period prior to the Latest Balance Sheets for which no
            return has yet been filed.


                                       11
<PAGE>
 
            (f) No examination of the tax returns of CWC is currently in
            progress nor, to the best knowledge of CWC or Hanner, is any such
            examination threatened.

            (g) None of the returns of CWC has been reviewed or audited by
            applicable federal, state, local, and foreign taxing authorities and
            none of the returns have received clearances or other indications of
            approval from applicable federal, state, local, and foreign taxing
            authorities.  To the best knowledge of CWC or Hanner, no issue or
            issues have been raised in connection with any prior or pending
            review or audit of said federal, state, local, or foreign returns
            which may reasonably be expected to be raised in the future by such
            taxing authorities in connection with the audit or review of the
            returns of CWC.

     For purposes of this Section the term "tax" (and with corresponding
meanings "taxes" and "taxable") shall include without limitation all federal,
provincial, state, local and foreign net income, profits, alternative add-on
minimum tax, gross income, value added, franchise, gross receipts, sales, use,
ad valorem, occupation, license, excise, payoff, stamp, premium, withholding,
real and personal property, and other taxes, and related or similar governmental
charges, tariffs, customs duties, assessments, together with any interest,
fines, and penalties or addition to tax imposed with respect to the foregoing.

     4.21   Insurance.  The assets, property and business of CWC are covered by
            ---------                                                          
insurance policies of the types customarily carried by businesses such as that
of CWC, which policies are in full force and effect with all premiums due
thereon paid or accrued.  Such policies are adequate in amount, scope and
coverage to protect CWC against any material loss of assets or property or any
interruption in its operations customarily insured against.  Schedule 4.21 sets
forth an accurate and complete list of each insurance policy owned or maintained
by CWC. Each of CWC has not received any notice of cancellation with respect to
any such policy, no claims are pending under any such policy and, to the best
knowledge of CWC and Hanner, there is no basis for any insurer thereunder to
terminate any such policy.

     4.22   Books of Account and Records.  The books of account of CWC fairly
            ----------------------------                                     
reflect its income, expenses, assets and liabilities and have been maintained in
accordance with sound business practices.  The customer and supplier records of
CWC are in all respects complete and correct and have been maintained in
accordance with sound business practices and in conformity with all applicable
government laws, rules and regulations.

     4.23   Undisclosed Liabilities.  Except as set forth on Schedule 4.23, to
            -----------------------                                           
the best knowledge of CWC and Hanner, CWC has no material liabilities of any
nature except to the extent reflected, or reserved against, in the Latest
Balance Sheets, whether accrued, absolute, 


                                       12
<PAGE>
 
contingent, or otherwise, including, without limitation, tax liabilities and
interest due or to become due or except for liabilities which would not have a
material adverse effect on the condition (financial or other), business,
property prospects, net worth or results of operations of CWC.

     4.24   Real Property and Leaseholds.  Schedule 4.24 attached hereto
            ----------------------------                                
contains a description of each lease of real property under which CWC is a
lessee, lessor, sublessee or sublessor.  Each such lease is in full force and
effect.

     4.25   Indebtedness to and from Officers, Directors, and Shareholders.
            --------------------------------------------------------------  
Except as set forth in Schedule 4.25, CWC is not indebted, directly or
indirectly, to any person who is an officer, director, or shareholder of CWC or
any affiliate of any such person in any amount whatsoever, other than for
salaries for services rendered or reimbursable business expenses, nor is any
such officer, director, shareholder, or affiliate indebted to CWC except for
advances made by CWC to employees of CWC in the ordinary course of business.

     4.26   Disclosure.  No representation or warranty by CWC and Hanner
            ----------                                                  
contained in this Agreement or in any document, statement, or certificate
furnished, or to be furnished, to CWI and Acquisition pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain
an untrue statement of a material fact or omits or will omit to state a material
fact required to be stated or necessary to make the statements and facts
contained herein or therein, in light of the circumstances in which they were or
are made, not false or misleading.

     4.27   Absence of Certain Changes.  Except as contemplated by this
            --------------------------                                 
Agreement or disclosed in Schedule 4.27, since the Latest Balance Sheet, CWC has
not done or allowed to occur any of the following:

            (a)  operated its business other than in the ordinary course;

            (b)  cancelled or compromised any debt or claim other than (i)
            immaterial adjustments or (ii) in the ordinary course of business;

            (c)  released, transferred or granted any rights;

            (d)  suffered any material adverse change in its financial
            condition, properties or business or obtained knowledge of any
            present or future business condition which could materially
            adversely affect any of its assets, properties or business, or which
            could prevent it from carrying on its business in substantially the
            same manner as that in which it is being conducted;


                                       13
<PAGE>
 
            (e)  suffered any material damage, destruction, or loss of or to its
            property, whether or not covered by insurance;

            (f)  declared or paid any dividend or other distribution in respect
            to the capital stock of CWC except for any direct or indirect
            redemption, purchase, or other acquisition of any such stock;

            (g)  made, amended or cancelled any contract, agreement, lease,
            order or other commitment (other than sales or purchase orders in
            the ordinary course of business) or, except to the extent waived by
            the other party thereto, failed to keep any of them in full force
            and effect or to perform any of its obligations thereunder;

            (h)  increased the salary or wages of any director or officer in
            excess of 5%;

            (i)  incurred any liabilities or obligations, whether absolute or
            contingent, accrued or otherwise, other than ordinary operating
            expenses which in the aggregate do not materially adversely affect
            its business or financial condition;

            (j)  entered into any transaction, done any act or thing or suffered
            any act or thing to be done which would result in any representation
            or warranty of CWC contained in this Agreement becoming untrue
            immediately after the consummation of such transaction;

            (k)  pledged or subjected to lien or to any other charge or
            encumbrance any of its assets or properties other than in the
            ordinary course of business;

            (l) any amendment to any term of any security of CWC;

            (m) any repurchase, redemption or other acquisition by CWC of any
            outstanding shares of capital stock or other securities of, or other
            ownership in, CWC;

            (n) any change in any method of accounting or accounting practice by
            CWC; or

            (o) any strike, work stoppage, lockout or any other labor dispute.


     4.28   Purchase Entirely for Own Account.  This Agreement is made with
            ---------------------------------                              
Hanner in reliance upon Hanner's representation to CWI, which by Hanner's
execution of this Agreement, 


                                       14
<PAGE>
 
Hanner hereby confirms, that the Common Stock and Series C Preferred Stock to be
received by Hanner will be acquired for investment for Hanner's own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Hanner has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement, Hanner further represents that Hanner does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Common Stock and Series C Preferred Stock. Hanner represents that he has full
power and authority to enter into this Agreement.

     4.29   Disclosure of Information.  Hanner believes he has received all the
            -------------------------                                          
information he considers necessary or appropriate for deciding whether to
acquire the Common Stock and Series C Preferred Stock.  Hanner further
represents that he has had an opportunity to ask questions and receive answers
from CWI regarding the terms and conditions of the Merger and regarding the
business, financial condition and operations of CWI.

     4.30   Investment Experience.  Hanner has invested in speculative
            ---------------------                                     
securities and acknowledges that he is able to bear the economic risk of his
investment and has such knowledge and experience in financial or business
matters that he is capable of evaluating the merits and risks of an investment
in Common Stock and Series C Preferred Stock.

     4.31   Restricted Securities.  Hanner understands that the shares of Common
            ---------------------                                               
Stock and Series C Preferred Stock which he will acquire pursuant to the Merger
are characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from CWI in a transaction not involving a
public offering and that under such laws and applicable regulations, such
securities are restricted from resale without registration under the Securities
Act of 1933 as amended.  Hanner understands that the certificates evidencing the
Common Stock and Series C Preferred Stock will have imprinted on its face a
legend with respect to these restrictions.  Hanner further understands that the
same restrictions will be applicable to any requests to convert the Series C
Preferred Stock into Common Stock subsequent to the Closing, and as a condition
to such conversion, Hanner will be required to reaffirm representations made in
Sections 4.28 through 4.31.


            Section 5.  Documents to be Delivered Before or on the
                                 Closing Date

     At the Closing, the following documents shall be delivered:

     5.1    Certificate of Officers of CWI.  CWC and Hanner shall have been
            ------------------------------                                 
furnished with a certificate signed by the President and Secretary (or Assistant
Secretary) of CWI and 


                                       15
<PAGE>
 
Acquisition, dated as of the Closing Date, certifying that attached thereto are
true, correct and complete resolutions of the Board of Directors of CWI and
Acquisition authorizing the execution, delivery and performance of this
Agreement and the transactions contemplated therein, and that the persons who
have signed the Agreement on behalf of CWI and Acquisition are the incumbent
President and Secretary (or Assistant Secretary) of CWI and Acquisition.

     5.2    Certificate of Officers of CWC.  CWI and Acquisition shall have been
            ------------------------------                                      
furnished with a certificate signed by the President and Secretary (or Assistant
Secretary) of each of CWC, dated as of the Closing Date, certifying that
attached thereto are true, correct and complete resolutions of the Board of
Directors and Shareholder of each of CWC authorizing the execution, delivery and
performance of this Agreement and the transactions contemplated therein, and
that the persons who have signed the Agreement on behalf of each of CWC are the
incumbent President and Secretary (or Assistant Secretary) of each of CWC.

     5.3    Schedule of Assets.  CWI and Acquisition shall have been furnished
            ------------------                                                
with an updated schedule of Net Assets by CWC and Hanner, in form and substance
satisfactory to CWI and Acquisition.

     5.4    Absence of Litigation.  Each of CWI and Acquisition, and CWC and
            ---------------------                                           
Hanner, shall certify to each other that, to the best of their knowledge, no
litigation, proceeding, governmental investigation, or governmental inquiry is
pending or threatened at the Closing Date in which it is sought or threatened to
restrain, enjoin, restrict, limit or prohibit (or to obtain substantial damages
as a result of) the consummation of the transactions contemplated by this
Agreement.

     5.5    Employment Agreement.  Acquisition and Hanner shall have entered
            --------------------                                            
into an Employment Agreement in the form of Exhibit 5.5.

     5.6    Non-Compete Agreement.  Acquisition and Hanner shall have entered
            ---------------------                                            
into a Non-Compete Agreement in form of Exhibit 5.6.


                          Section 6.  Indemnification

     6.1    Indemnification by CWI and Acquisition.  CWI and Acquisition hereby
            --------------------------------------                             
agree to indemnify and hold harmless CWC and its officers, directors and
shareholders against any and all losses, claims, damages, liabilities, costs and
expenses (including but not limited to, attorneys' fees and other expenses of
investigation and defense of any claims or actions) incurred by CWC and Hanner
due to, or which result from, any of the following to the extent that any such
losses, claims, damages, liabilities, cost and expenses exceed on a cumulative
basis $10,000:


                                       16
<PAGE>
 
            (a) Any misrepresentation, breach of warranty or nonfulfillment of
            any of the covenants or agreements of CWI and Acquisition in this
            Agreement, any Exhibit or Schedule to this Agreement or any other
            documents furnished to CWC and Hanner hereunder.

            (b) The omission to state any fact necessary to make the statements
            contained in this Agreement, any Exhibit or Schedule to this
            Agreement or in any of the documents executed in connection with the
            transactions contemplated by this Agreement not misleading, but only
            if the omission relates to information concerning CWI or Acquisition
            and their operations.

     6.2    Indemnification by Hanner.  Hanner hereby agrees to indemnify and
            -------------------------                                        
hold harmless CWI and Acquisition and the officers, directors, employees and
agents of CWI and Acquisition, against any and all losses, claims, damages,
liabilities, costs and expenses (including but not limited to, attorneys' fees
and other expenses of investigation and defense of any claims or actions)
incurred by them or by any of them due to, or which result from, any of the
following to the extent that such losses, claims, damages, liabilities, costs
and expenses exceed on a cumulative basis, $10,000:

            (a)  Any misrepresentation, breach of warranty or nonfulfillment of
            any of the covenants or agreements of CWC or Hanner in this
            Agreement, any Exhibit or Schedule to this Agreement or any other
            documents furnished to CWI or Acquisition hereunder.

            (b)  The omission to state any fact necessary to make the statements
            contained in this Agreement, any Exhibit or Schedule to this
            Agreement or in any of the documents executed in connection with the
            transactions contemplated by this Agreement not misleading, but only
            if the omission relates to information concerning CWC or its
            operations, concerning Heath.

     6.3    Notice of Claim.  Should any party (the "Indemnified Party") suffer
            ---------------                                                    
any loss, damage or expense for which the other party (the "Indemnifying Party")
is obligated to indemnify and hold such Indemnified Party harmless pursuant to
this Section 6 of this Agreement, the following shall apply:  promptly upon
receipt by the Indemnified Party of notice of any demand, assertion, claim,
action or proceeding, judicial or otherwise, with respect to any matter as to
which the Indemnifying Party is obligated to indemnify the Indemnified Party
under the provisions of this Agreement, the Indemnified Party shall give prompt
written notice thereof to the Indemnifying Party, together with a statement of
such information in respect of such matter as the Indemnified Party shall then
have and a statement advising that the Indemnifying Party must notify it within
10 days whether the Indemnifying Party will undertake the defense of 


                                       17
<PAGE>
 
such matter (the "Notice of Claim"). The Indemnifying Party shall not be
obligated to indemnify the Indemnified Party with respect to any matter
hereunder if the Indemnified Party has failed to use its best efforts to notify
the Indemnifying Party thereof in accordance with the provisions of this
Agreement in sufficient time to permit the Indemnifying Party and its counsel to
defend against such matter and to make a timely response thereto, including
without limitation, the preparation and assertion of an answer or other
responsive motion to a complaint, petition, notice or other legal, equitable or
administrative process relating to any such claim. Notice of the intention of
the Indemnifying Party to contest any such claim, and the identity of counsel
that the Indemnifying Party intends to employ to contest any such claim, shall
be given by the Indemnifying Party to the Indemnified Party within 10 days from
the date of mailing to the Indemnifying Party of notice by the Indemnified Party
of the assertion of any such claim. The Indemnified Party shall have the right
to approve the counsel named in the notice provided pursuant to the preceding
sentence, provided that such approval shall not be unreasonably withheld. The
Indemnified Party shall have the right to participate in such proceedings and to
be represented by attorneys of its own choosing; provided, however, such
representation shall be at the Indemnified Party's own expense if the
Indemnifying Party selects different counsel of its own choosing. If the
Indemnifying Party does not elect to contest any such claim, the Indemnifying
Party shall be bound by the results obtained with respect thereto by the
Indemnified Party, including any settlement of such claim.

     6.4    Nature and Survival of Representations.  All statements contained in
            --------------------------------------                              
this Agreement and in the Schedules to this Agreement shall be deemed
representations and warranties by the applicable Party under this Agreement;
provided that with respect to any statement regarding any matter set forth in a
Schedule the statements shall be deemed representations and warranties only upon
the attachment of each Schedule to this Agreement, whether before or after the
execution of this Agreement.  Each representation, warranty, indemnity and
agreement made by the Parties in this Agreement or pursuant to this Agreement
shall be true and accurate in all material respects as of the later to occur of
the execution of this Agreement or the date on which it is considered to have
been made according to the provisions of Section 2 of this Agreement, and the
obligations that they be accurate in all material respects as of that date, and
all obligations relating to indemnification under this Agreement, shall survive
the Closing for a period of two years thereafter.  The obligation of any
Indemnifying Party to any Indemnified Party with respect to any matter that is
the subject of or arises in connection with a Notice of Claim sent on or before
the Indemnity Termination Date, defined as that date which is two years from
Closing, shall remain in full force and effect until the matter has been
resolved and paid in full.  Except as otherwise provided in the preceding
sentence, no Party shall have any obligation to indemnify any other Party after
the Indemnity Termination Date.

     6.5    Other Indemnification Provisions.  The foregoing indemnification
            --------------------------------                                
provisions are in addition to, and not in derogation of, any statutory,
equitable, or common law remedy any Party may have for breach of representation,
warranty or covenant.


                                       18
<PAGE>
 
                         Section 7. General Provisions

     7.1    Further Assurances.  At any time, and from time to time, after the
            ------------------                                                
Closing, each Party will execute such additional instruments and take such
action as may reasonably be required to evidence or effectuate the transactions
contemplated by this Agreement or for the performance by any Party of any of
their other respective obligations under this Agreement.

     7.2    Amendment; Waiver.  Except as otherwise expressly provided herein,
            -----------------                                                 
this Agreement may be amended, modified, superseded, or cancelled, and any of
the terms, representations, warranties, covenants or conditions hereto may be
waived, only by a written instrument executed by the Parties hereto or, in the
case of a waiver, by the Party hereto waiving compliance.

     7.3    Brokers.  Each of the parties hereto represents and warrants that
            -------                                                          
there are no claims for brokerage commissions or finders' fees in connection
with the transactions contemplated by this Agreement.  Each of the parties
hereto will pay or discharge, and will indemnify and hold harmless the others
from and against, any and all claims for brokerage commissions or finders' fees
incurred by reason of any action taken by such indemnifying party.

     7.4    Notices.  All notices and other communications hereunder shall be in
            -------                                                             
writing and shall be deemed to have been given if delivered personally or sent
by registered or certified mail, return receipt requested, postage prepaid, as
follows:

            (a)  if to CWI or Acquisition to:

                 Richard D. Olson, President
                 Communications World International, Inc.
                 6025 So. Quebec St., Ste. 300
                 Englewood, Colorado 80111

            (b)  if to CWC to:
                 John C. Hanner
                 8640 M Guilford Road
                 Suite 347
                 Columbia, Maryland 21046

or to such other person or address as any Party hereto shall have specified by
notice in writing to the other Parties hereto.


                                       19
<PAGE>
 
     7.5    Entire Agreement.  This Agreement constitutes the entire agreement
            ----------------                                                  
between the Parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the Parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.  No representation, promise, or statement of intention has been made by
any Party hereto which is not embodied in this Agreement or the written
statements, certificates, exhibits, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no Party hereto
shall be bound by or liable for any alleged representation, promise, or
statement of intention not set forth herein or therein.

     7.6    Headings.  The section and subsection headings in this Agreement are
            --------                                                            
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

     7.7    Governing Law.  This Agreement shall be governed by and construed
            -------------                                                    
and enforced in accordance with the laws of the State of Colorado.

     7.8    Expenses.  Each of the Parties hereto shall be responsible for the
            --------                                                          
fees and expenses of its counsel and other experts and all other expenses
incurred by it in connection with the preparation for, entering into, and
consummation of the transactions contemplated by this Agreement and all other
matters incident thereto.

     7.9    Severability.  The invalidity or unenforceability of any provision
            ------------                                                      
hereof shall not affect the validity or enforceability of any other provision
contained herein.

     7.10   Assignment.  This Agreement shall inure to the benefit of, and be
            ----------                                                       
binding upon, the Parties hereto and their successors and assigns; provided,
however, that any assignment by any Party of its rights under this Agreement
without the written consent of the other Parties shall be void.

     7.11   Counterparts.  This Agreement may be executed simultaneously in
            ------------                                                   
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective
as of the date first above written.


                                Communications World International,
                                 Inc.



                                      20
<PAGE>
 
                                By:____________________________
                                   Richard D. Olson, President

ATTEST:


___________________________
Scott E. Harris, Secretary


                                CommWorld - National Capitol Area, Inc.


                                By:____________________________________
                                   Richard D. Olson, President


ATTEST:

___________________________
Scott E. Harris, Secretary

                                Communications World of Columbia, Inc.


                                By:____________________________________
                                   John E. Hanner, President
ATTEST:


__________________________
John C. Hanner, Secretary


                                _______________________________________
                                John E. Hanner, Individually



                                _______________________________________
                                John C. Hanner, Individually

                                

                                      21
