EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

                                 by and between

                            SIMMONDS CAPITAL LIMITED
                                       and

                                  HYCOMP, INC.

                             relating to all of the
                            outstanding capital stock

                                       of

                               EIEIHOME.COM, INC.

                                   dated as of

                                October 14, 1999

<PAGE>

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement (the  "Agreement") is entered into as of
October  14,  1999,  by  and  between  SIMMONDS  CAPITAL  LIMITED,   an  Ontario
corporation (the "Seller") and HYCOMP,  INC., a corporation  organized under the
laws of the Commonwealth of Massachusetts (the "Buyer" or "HyComp").

         WHEREAS,  Seller owns  120,000  shares of common  stock,  no par value,
constituting  all of the  issued  and  outstanding  shares of  capital  stock of
EieiHome.com, Inc. an Ontario corporation (the "Company"); and

         WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller all of the  Securities  upon the terms and subject to the conditions
set forth herein.

         NOW,  THEREFORE,  in consideration of the foregoing and on the basis of
the respective representations,  warranties, covenants, agreements, undertakings
and obligations set forth herein,  and intending to be legally bound hereby, the
parties agree as follows:

                                    ARTICLE 1

                       PURCHASE AND SALE OF THE SECURITIES

         1.1 Purchase and Sale of Securities.  Upon the terms and subject to the
conditions  set forth in this  Agreement,  at the Closing (as defined in Section
2), Buyer agrees to purchase and accept delivery from Seller,  and Seller agrees
to sell, assign,  transfer and deliver to Buyer, all of the Securities,  free of
all  liens,  pledges,  mortgages,  security  interests,  charges,  restrictions,
adverse claims or other  encumbrances of any kind  whatsoever  ("Encumbrances"),
for the consideration specified in Section 1.2.

         1.2  Consideration;  Payment.  At the Closing,  in full payment for the
Securities, Buyer shall deliver to Seller:

                  (a) 7,500,000   validly    authorized,    fully   paid   and
non-assessable shares of HyComp common stock, $0.01 par value per share ("HyComp
Shares"), free and clear of any Encumbrances;

                  (b) A demand  promissory  note in the amount of U.S.  $500,000
(the "Note"), in the form attached as Exhibit 1 to this Agreement;

                  (c) A convertible  debenture in the  principal  amount of U.S.
$2,000,000  ("Debenture"),  convertible into HyComp Shares at a conversion price
of $1.00 per share  (subject to  adjustment  as provided  therein),  in the form
attached as Exhibit 2 to this Agreement.

                  (d) Five year warrants  (the  "Warrants  issued  pursuant to a
warrant agreement (the "Warrant Agreement") in the form attached as Exhibit 3 to
this  Agreement  for the purchase of an aggregate  of  5,000,000  HyComp  Shares
(subject to adjustment as provided  therein,  as follows:  (i) 1,000,000  HyComp
Shares at an exercise price of $1.00 per share exercisable


                                      -2-
<PAGE>

immediately after the Closing; (ii) 1,000,000 HyComp Shares at an exercise price
of $1.50 per share exercisable after one year from the Closing;  (iii) 1,000,000
HyComp  Shares at an  exercise  price of $2.00 per share  exercisable  after two
years after the Closing;  (iv)  1,000,000  HyComp Shares at an exercise price of
$2.50 per share  exercisable  after  three  years  after  the  Closing;  and (v)
1,000,000  HyComp  Shares at an  exercise  price of $3.00 per share  exercisable
after four years after the Closing.

                                    ARTICLE 2

                                     CLOSING

      2.1 Closing.  The purchase and sale of the  Securities  will take place at
the offices of Kramer,  Levin,  Naftalis & Frankel  LLP, 919 Third  Avenue,  New
York, New York 10022, at 4:00p.m.  on the date hereof, or at such other time and
place as the parties may agree (the "Closing").

      2.2 Closing Obligations. At the Closing:

            (a)   Seller shall deliver,  or cause to be delivered,  to Buyer the
                  following:

                  (i)      Certificates   representing   the  Securities,   duly
                           endorsed in blank (or  accompanied  by duly  executed
                           blank  stock  powers)  and  all  other  documents  or
                           instruments,   including,   any  and  all   necessary
                           transfer  stamps  which are  necessary to vest all of
                           Seller's  right,  title and  interest in and into the
                           Securities in Buyer;

                  (ii)     The  Warrant  Agreement  duly  executed  on behalf of
                           Seller; and

                  (iii)    Such other documents as Buyer may reasonably require.

            (b)   Buyer shall deliver,  or cause to be delivered,  to Seller the
                  following:

                  (i)      Certificates representing HyComp Shares in accordance
                           with   Article   1,  duly   endorsed   in  blank  (or
                           accompanied  by duly executed blank stock powers) and
                           all other  documents or instruments,  including,  any
                           and all necessary transfer stamps which are necessary
                           to vest all of Buyer's  right  title and  interest in
                           and into the HyComp Shares in Seller;

                  (ii)     The Note,  Debenture,  the Warrant  Agreement and the
                           Warrants,  each duly executed on behalf of Buyer,  in
                           accordance with Article 1 of this Agreement; and

                  (iii)    Such  other   documents  as  Seller  may   reasonably
                           require.

            (c)   The parties  shall  mutually  agree to the terms of a two year
                  management  services  agreement in accordance with Section 2.3
                  of this Agreement.


                                      -3-
<PAGE>

      2.3 Management Service Agreement. Upon the Closing, Seller and Buyer shall
enter into a management  services agreement in the form attached as Exhibit 4 to
this  Agreement  (the  "Management  Services  Agreement"  and together with this
Agreement,  the Note, the Debenture, the Warrants and the Warrant Agreement, the
"Transaction Documents"), pursuant to which Seller shall provide to Buyer senior
management,  finance,  personnel,  business  development and investor  relations
services.

                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

      3. Representations and Warranties of Seller and Company. Seller represents
and warrants to Buyer as follows:

      3.1 Organization and Good Standing.

            (a)  Each  of the  Seller  and the  Company  is a  corporation  duly
organized  and validly  existing  under the laws of Ontario,  Canada and has all
requisite  corporate or other power and  authority to enter into this  Agreement
and perform its obligations hereunder.

            (b) The  execution,  delivery and  performance of this Agreement and
the other  Transaction  Documents by Seller,  and the transactions  contemplated
hereby,  including the sale of the Securities  pursuant  hereto,  have been duly
authorized  by all necessary  corporate or other action  required on the part of
Seller and Company.  This  Agreement  has been duly  executed  and  delivered by
Seller.  This  Agreement  constitutes,  and when duly  executed and delivered by
Seller,  the Warrant  Agreement  and the  Management  Services  Agreement,  will
constitute the legal, valid and binding obligation of Seller enforceable against
Seller in  accordance  with  their  respective  terms,  subject  to  bankruptcy,
insolvency and other similar laws relating to or affecting the enforceability of
creditors' rights generally, and to general principles of equity.

      3.2 Securities.

            (a) The  Securities  constitute  all of the issued  and  outstanding
capital  stock of the  Company,  as more fully set forth in Section  3.4 of this
Agreement.

            (b)  Seller  has good and valid  title to the  Securities,  free and
clear of any  Encumbrances,  and  Seller  shall  deliver to Buyer good and valid
title to the Securities free and clear of any Encumbrances.

            (c) The Securities are owned of record and  beneficially  by Seller.
Seller has sole power of  disposition  with respect to the  Securities,  with no
restrictions,  subject to United States and other applicable securities laws, on
Seller's rights of disposition pertaining thereto.

      3.3 Authority; No Conflict.

            (a)  The  execution  and  delivery  of  this   Agreement  and  other
Transaction Documents by Seller, and the sale of the Securities pursuant hereto,
have been duly authorized by all necessary corporate or other action required on
the part of Seller. This Agreement has


                                      -4-
<PAGE>

been duly executed and delivered by Seller and constitutes the legal,  valid and
binding obligation of Seller  enforceable  against Seller in accordance with its
terms,  subject to bankruptcy,  insolvency and other similar laws relating to or
affecting the  enforceability  of creditors'  rights  generally,  and to general
principles of equity.

            (b) The  execution,  delivery and  performance of this Agreement and
other  Transaction  Documents by Seller,  and the  consummation by Seller of the
transactions  contemplated  hereby,  will not (i)  conflict  with or violate the
organizational  documents  of  Seller or the  Company,  or (ii)  conflict  with,
violate,  result in the breach of any term of,  constitute a default  under,  or
require  the  consent  of or any  notice  to or filing  with any third  party or
governmental authority under, any agreement or instrument to which Seller or the
Company  is a  party  or any  law,  order,  rule,  regulation,  decree,  writ or
injunction  of any  governmental  body  having  jurisdiction  over Seller or the
Company or their respective  properties,  except for such consents or filings as
have been obtained or made.

      3.4 Capitalization of the Company. The authorized equity securities of the
Company consist of an unlimited  number of shares of common stock, no par value,
of which  120,000  shares  are issued and  outstanding.  All of the  outstanding
equity  securities of the Company have been duly  authorized  and validly issued
and are fully paid and  nonassessable.  There are no  outstanding  or authorized
options, warrants, calls, rights,  commitments,  conversion rights or agreements
of any  character  to which the  Company  is a party or by which the  Company is
bound which  could  require the  Company to issue,  deliver,  sell or  otherwise
transfer or cause to be issued, delivered, sold, transferred or offered for sale
or  transfer,  any  shares  of  capital  stock  of  the  Company  or  securities
convertible  into or exchangeable  for shares of capital stock of the Company or
that could  require the Company to grant,  extend or enter into any such option,
warrant,  call, right,  commitment,  conversion right or agreement.  None of the
outstanding  equity securities or other securities of the Company were issued in
violation  of  the  United  States  Securities  Act of  1933,  as  amended  (the
"Securities  Act") or any other  applicable  legal  requirement.  the Company is
under no obligation to register any of its securities  under the securities laws
of any  jurisdiction.  No person has any  preemptive  rights with respect to any
security of the Company.

      3.5 Financial Statements; No Undisclosed Liabilities.

            (a) The financial  statements of the Company dated as of and for the
periods ended June 30, 1999 (the "Company  Financial  Statements")  are true and
correct in all material  respects have been prepared in accordance with Canadian
generally  accepted  accounting  principles and accurately present the financial
condition  and results of  operation  of the Company as of the dates and for the
periods set forth therein.

            (b)  Except  as and to  the  extent  (i)  reflected  in the  Company
Financial Statement, or (ii) set forth on Schedule I (the "Disclosure Schedule")
attached  to this  Agreement,  the  Company  does  not  have  any  liability  or
obligation,  which individually or in the aggregate is material to the business,
operations, assets or financial condition of the Company.

      3.6 Books and Records. Except as disclosed in the Disclosure Schedule, the
books of account and other  records of the Company,  all of which have been made
available to Buyer,


                                      -5-
<PAGE>

are true and correct. Except as disclosed in the Disclosure Schedule, the minute
books of the Company  contain true,  correct and, since June 22, 1999,  complete
records  of  all  meetings  held  of,  and   corporate   action  taken  by,  the
shareholders,  the Board of Directors,  and committees of the Board of Directors
of the  Company.  At the  Closing,  all of such books and records will be in the
possession of the Company.

      3.7 Brokers or Finders.  Except as disclosed in the  disclosure  schedule,
Seller and its agents have incurred no  obligation  or liability,  contingent or
otherwise, for brokerage or finders' fees or agents' commission or other similar
payment in connection  with this  Agreement or other  transactions  contemplated
hereby.

      3.8 Investment Representations. Seller acknowledges that the HyComp Shares
issuable by the Buyer at the Closing,  upon  conversion of the Debenture or upon
exercise of the Warrants (i) have not been registered  under the Securities Act,
or any state securities laws, and cannot be sold or otherwise disposed of except
in a transaction  registered  under the Securities Act and any applicable  state
securities laws, or that is exempt from such  registration,  and (ii) so long as
required by law,  each  certificate  representing  the HyComp Shares will bear a
legend to the following effect:

            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
            "SECURITIES  ACT"),  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
            BE SOLD OR  OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN  EFFECTIVE
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
            SECURITIES  LAWS OR PURSUANT  TO AN  APPLICABLE  EXEMPTION  FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS."

                  (b)  Seller,   together  with  its  officers,   directors  and
advisors,  has such knowledge and  experience in financial and business  matters
that it is capable of evaluating the merits and risks of the  acquisition of the
HyComp Shares.

                  (c) The HyComp Shares are being acquired by Seller for its own
account and not for any other person or entity,  for investment only and with no
intention of  distributing or reselling (and will not distribute or resell) such
HyComp Shares or any part thereof or interest  therein in any  transaction  that
would  violate the  registration  requirements  of the  Securities  Act or other
applicable securities laws.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         4.  Representations  and  Warranties  of Buyer.  Buyer  represents  and
warrants to Seller as follows:

         4.1      Organization and Good Standing.


                                      -6-
<PAGE>

                  (a) Buyer is a corporation duly organized and validly existing
under  the  laws of the  Commonwealth  of  Massachusetts  and has all  requisite
corporate or other power and authority to enter into this  Agreement and perform
its obligations hereunder.

                  (b) The execution,  delivery and performance of this Agreement
and the other  Transaction  Documents  by  Buyer,  and the  consummation  of the
transactions contemplated hereby including the purchase of the Securities of the
Company pursuant hereto, have been duly authorized by all necessary corporate or
other  action  required  on the part of  Buyer.  This  Agreement  has been  duly
executed and delivered by Buyer. This Agreement constitutes,  and when the other
Transaction  Documents are executed and delivered by Buyer such  documents  will
constitute, the legal, valid and binding obligation of Buyer enforceable against
Buyer  in  accordance  with  their  respective  terms,  subject  to  bankruptcy,
insolvency and other similar laws relating to or affecting the enforceability of
creditors' rights generally, and to general principles of equity.

         4.2      Securities.

                  (a) Buyer has good and valid title to the HyComp Shares,  free
and clear of any Encumbrances,  and Buyer shall deliver to Seller good and valid
title to the HyComp Shares free and clear of any Encumbrances.

                  (b) The HyComp Shares issuable by Buyer upon conversion of the
Debenture and the exercise of the Warrants will be valid,  free and clear of any
Encumbrances,  and upon  conversion  of the  Debenture  and the  exercise of the
Warrants,  Buyer  shall  deliver  to Seller  good and valid  title to the HyComp
Shares free and clear of any  Encumbrances.  The HyComp Shares issuable pursuant
to subparagraph (a) above are owned of record and  beneficially by Buyer.  Buyer
has sole  power of  disposition  with  respect  to the  HyComp  Shares,  with no
restrictions,  subject to United States and other applicable securities laws, on
Buyer's rights of disposition pertaining thereto.

         4.3      Authority; No Conflict.

                  (a) The  execution  and delivery of this  Agreement  and other
Transaction  Documents by Buyer,  and the issuance of the HyComp Shares pursuant
hereto,  have been duly  authorized by all  necessary  corporate or other action
required  on the part of  Buyer.  This  Agreement  has been  duly  executed  and
delivered by Buyer and  constitutes the legal,  valid and binding  obligation of
Buyer  enforceable  against  Buyer in  accordance  with its  terms,  subject  to
bankruptcy,  insolvency  and other  similar laws  relating to or  affecting  the
enforceability  of creditors'  rights  generally,  and to general  principles of
equity.

                  (b) The execution,  delivery and performance of this Agreement
and other  Transaction  Documents by Buyer, and the consummation by Buyer of the
transactions  contemplated  hereby,  will not (i)  conflict  with or violate the
organizational documents of Buyer, or (ii) conflict with, violate, result in the
breach of any term of,  constitute a default under, or require the consent of or
any notice to or filing with any third party or  governmental  authority  under,
any agreement or instrument to which Buyer is a party or any law,  order,  rule,
regulation,


                                      -7-
<PAGE>

decree,  writ or injunction of any governmental  body having  jurisdiction  over
Buyer or its respective properties,  except for such consents or filings as have
been obtained or made.

         4.4  Capitalization of Buyer. The authorized equity securities of Buyer
consist of (i) 20,000,000  shares of common stock,  $.01 par value per share, of
which  10,197,070  shares  are  issued and  outstanding;  (ii)  2,000  shares of
non-voting 8% convertible  redeemable preferred stock, $100 par value per share,
of which 53 shares  are  currently  issued and  outstanding  but which are to be
either  redeemed or converted on or before  November 10. All of the  outstanding
equity  securities of the Buyer have been duly authorized and validly issued and
are fully paid and  nonassessable.  There are  options  outstanding  to purchase
850,000  shares  of  common  stock of Buyer,  exercisable  at $.013  per  share,
pursuant  to Buyer's  1985 Stock  Option Plan (the "1985  Plan").  Except as set
forth in the preceding  sentence  pursuant to the 1985 Plan,  there are no other
outstanding  or  authorized  options,  warrants,  calls,  rights,   commitments,
conversion rights or agreements of any character to which Buyer is a party or by
which  Buyer is bound  which  could  require  Buyer to issue,  deliver,  sell or
otherwise  transfer  or cause to be  issued,  delivered,  sold,  transferred  or
offered for sale or transfer, any shares of capital stock of Buyer or securities
convertible  into or  exchangeable  for shares of capital stock of Buyer or that
could  require  either  Buyer to grant,  extend or enter  into any such  option,
warrant,  call, right,  commitment,  conversion right or agreement.  None of the
outstanding  equity  securities  or other  securities  of Buyer  were  issued in
violation  of  the  United  States  Securities  Act of  1933,  as  amended  (the
"Securities Act") or any other legal  requirement.  Buyer is under no obligation
to register any of its securities under the Securities Act or securities laws of
any other jurisdiction.  No person has any preemptive rights with respect to any
security of Buyer.

         4.5      Balance Sheet; Absence of Undisclosed Liabilities.

                  (a) The balance sheet of Buyer, dated as of September 30, 1999
and attached  hereto as Exhibit 5 (the "Balance  Sheet"),  fairly and accurately
reflects the financial condition of Buyer as of the date thereof, and

                  (b) Except as and to the extent (i)  reflected and reserved on
the Balance Sheet, or (ii) set forth on Disclosure  Schedule attached hereto, as
of the date of this Agreement,  Buyer does not have any liability or obligation,
secured or  unsecured,  whether  accrued,  absolute,  contingent,  unasserted or
otherwise,  which  individually  or in the  aggregate is material to Buyer.  For
purposes of this Section 4.5, "material" means any amount in excess of $20,000.

         4.6 Product Liability and Recalls.  Without limiting the representation
contained in Section 4.5, except as disclosed in the Disclosure Schedule,

                  (a) There is no claim,  and Buyer is not aware of the basis of
any claim,  against  Buyer for injury to person or property of  employees or any
third parties suffered as a result of the  manufacture,  sale or distribution of
any product or the performance of any service by Buyer, including claims arising
out of the  allegedly  defective  or  unsafe  nature  of the  products  sold  or
distributed by Buyer;

                  (b) There is no pending  or, to the best  knowledge  of Buyer,
threatened  recall or investigation of any product sold or distributed by Buyer;
and


                                      -8-
<PAGE>

                  (c) There are no liabilities of, or threatened claims against,
Buyer for (i) product  returns,  (ii)  warranty  obligations,  or (iii)  product
services.

         4.7      No Activities. Except as set forth in the Disclosure Schedule,

                  (a) Since the sale of assets to Satcon Technology Corporation,
a Delaware  corporation  ("Satcon")  on April 12, 1999,  Buyer has engaged in no
business  activity  other than incident to such sale,  the  settlement of claims
identified on the Disclosure  Schedule and the maintenance of Buyer's  corporate
existence, and

                  (b) Buyer is not a party to any  contract,  agreement or other
arrangement, whether or not in writing, that requires any payment or performance
by Buyer after the date of this Agreement.

         4.8 Absences of Reporting  Obligations.  Buyer is not now and has never
in the past been subject to the reporting  obligations of Section 13 or 15(d) of
the United  States  Securities  Exchange  Act of 1934,  as  amended,  or similar
securities laws of any other jurisdiction.

         4.9 Books and Records.  Except as disclosed in the Disclosure Schedule,
the books of account  and other  records  of Buyer,  all of which have been made
available to Seller, are true and correct. Except as disclosed in the Disclosure
Schedule,  the minute books of Buyer contain true,  correct and,  since February
29, 1984,  complete  records of all meetings held of, and corporate action taken
by, the  shareholders,  the Board of Directors,  and  committees of the Board of
Directors of Buyer. The stock books of Buyer are true, accurate and complete. At
the Closing, all of such books and records will be in the possession of Buyer.

         4.10  Brokers  or  Finders.  Except  as  disclosed  in  the  Disclosure
Schedule,  Buyer and its  agents  have  incurred  no  obligation  or  liability,
contingent or otherwise, for brokerage or finders' fees or agents' commission or
other similar  payment in connection  with this Agreement or other  transactions
contemplated hereby.

         4.11     Investment Representations.

                  (a) Buyer  acknowledges  that (i) the Securities have not been
registered under the Securities Act, or any state securities laws, and cannot be
sold or  otherwise  disposed  of except in a  transaction  registered  under the
Securities Act and any applicable  state securities laws, or that is exempt from
such  registration,  and  (ii) so  long as  required  by law,  each  certificate
representing the Securities will bear a legend to the following effect:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
                  NOT BE SOLD OR  OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT TO AN
                  EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
                  APPLICABLE  STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT AND SUCH LAWS."


                                      -9-
<PAGE>

                  (b) Buyer, together with its officers, directors and advisors,
has such knowledge and  experience in financial and business  matters that it is
capable of evaluating the merits and risks of the acquisition of the Securities.

                  (c) The  Securities  are being  acquired  by Buyer for its own
account and not for any other person or entity,  for investment only and with no
intention of  distributing or reselling (and will not distribute or resell) such
Securities or any part thereof or interest therein in any transaction that would
violate the registration  requirements of the Securities Act or other applicable
securities laws.

         4.12 Reservation of Shares. Buyer shall at all times reserve out of its
authorized  and unissued  shares of capital  stock  sufficient  HyComp Shares to
provide for the conversion of the Debenture and the exercise of the Warrants.

                                    ARTICLE 5

                          INDEMNIFICATION AND REMEDIES

         5.       Indemnification; Remedies

         5.1      By Seller.

                  (a) Seller hereby agrees promptly upon demand to indemnify and
hold harmless Buyer and its affiliates and their respective officers,  director,
employees and agents against all claims, damages, losses, liabilities, costs and
expenses  (including,  without  limitation,  settlement  costs  and  any  legal,
accounting  or other  expenses for  investigating  or  defending  any actions or
threatened  actions)  reasonably  incurred by such persons in connection with or
arising out of each and all of the following:

                        (i)   Any  breach  by  Seller  or  any  representations,
                              warranty of Seller in this Agreement;

                        (ii)  Any   breach  of  any   covenant,   agreement   or
                              obligation of Seller contained in this Agreement;

                        (iii) The operation of the business of the Company prior
                              to the Closing; and

                        (iv)  Any claim by any person for  brokerage or finder's
                              fees or commissions or similar payments based upon
                              any  agreement  or  understanding  alleged to have
                              been made by any such  person  with  Seller or the
                              Company  in  connection   with  the   transactions
                              contemplated hereby.

         5.2      Indemnification by Buyer.

                  (a) Buyer hereby agrees  promptly upon demand to indemnify and
hold  harmless  Seller  and  its  affiliates  and  their  respective   officers,
directors,   employees  and  agents


                                      -10-
<PAGE>

against all claims, damages, losses, liabilities, costs and expenses (including,
without limitation, settlement costs and any legal, accounting or other expenses
for  investigating  or defending any actions or threatened  actions)  reasonably
incurred by such persons, in connection with each and all of the following:

                        (i)   Any  breach  by  Buyer  of any  representation  or
                              warranty of Buyer in this Agreement;

                        (ii)  Any   breach  of  any   covenant,   agreement   or
                              obligation of Buyer  contained in this  Agreement;
                              and

                        (iii) Any claim by any person for  brokerage or finder's
                              fees or commissions or similar payments based upon
                              any  agreement  or  understanding  alleged to have
                              been  made  by  any  such  person  with  Buyer  in
                              connection  with  the  transactions   contemplated
                              hereby.

         5.3 Claims for  Indemnification.  Whenever  any claim  shall  arise for
indemnification  hereunder the party seeking  indemnification  (the "Indemnified
Party"),  shall promptly  notify the party from whom  indemnification  is sought
(the "Indemnifying  Party") of the claim and, when known, the facts constituting
the basis for such  claim.  In the event of any such  claim for  indemnification
hereunder resulting from or in connection with any claim or legal proceedings by
a third-party, the notice to the Indemnifying Party shall specify, if known, the
amount or an  estimate of the amount of the  liability  arising  therefrom.  The
Indemnified  Party shall not settle or compromise any claim by a third party for
which it is  entitled to  Indemnification  hereunder  without the prior  written
consent of the Indemnifying Party, which shall not be unreasonably withheld. The
Indemnifying  Party shall not settle or  compromise  any such claim  unless such
settlement  or  compromise  is without any cost to, and  provides for a full and
unconditional release of, the Indemnified Party.

         5.4 Defense of Indemnifying  Party. In connection with any claim giving
rise to indemnity  hereunder resulting from or arising out of any claim or legal
preceding by a third-party,  the Indemnifying Party at its sole cost and expense
may, upon written  notice to the  Indemnified  Party,  assume the defense of any
such  claim  or  legal  proceeding  with  counsel  of its  choice  who  shall be
reasonably  acceptable to the  Indemnified  Party. In such case, the Indemnified
Party shall be entitled to  participate  in (but not control) the defense of any
such claim or legal proceeding,  with its counsel and at its own expense. If the
Indemnifying  Party  does not  assume  the  defense  of any such  claim or legal
proceeding within thirty (30) days after the date the Indemnified Party delivers
notice of such claim to the Indemnifying  Party, (a) the Indemnified  Party may,
upon written  notice to the  Indemnifying  Party,  defend  against such claim or
legal  proceeding with counsel of its choice who shall be reasonably  acceptable
to the Indemnifying  Party, at the cost and expense of the  Indemnifying  Party,
payable to the Indemnified Party on demand as incurred, and (b) the Indemnifying
Party shall be entitled to  participate in (but not control) the defense of such
claim or legal proceeding, with its counsel and at its own cost and expense.

                                    ARTICLE 6


                                      -11-
<PAGE>

                                  MISCELLANEOUS

         6.1 Further  Assurances.  By its signature hereto,  each party consents
and agrees to all of the  transactions  contemplated  hereby.  Each party hereto
shall execute,  deliver, file and record any and all instruments,  certificates,
agreements  and  other  documents,  and  take  any and  all  other  actions,  as
reasonably  requested  by any  other  party  hereto in order to  consummate  the
transactions contemplated hereby.

         6.2 Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given or
made if (i) sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid,  (ii) hand delivered,  (iii) sent by prepaid overnight carrier,
with a record  of  receipt  or (iv)  sent by  facsimile  (with  confirmation  of
receipt), to the parties at the following address (or at such other addresses as
shall be specified by the parties by like notice):

                  (i)      To Buyer:
                           HyComp, Inc.
                           67 Wall Street, Suite 2411
                           New York, New York  10005
                           Attn: Chief Executive Officer

                  (ii)     To Seller:
                           Simmonds Capital Limited
                           580 Granite Court
                           Pickering, Ontario  L1W 3Z4
                           CANADA
                           Attention:  John G. Simmonds

                  with a copy to:
                  Kramer, Levin, Naftalis & Frankel LLP
                  919 Third Avenue
                  New York, New York  10022
                  Attention:  Scott S. Rosenblum, Esq.

Each  notice or other  communication  shall be deemed to have been  given on the
date received.

         6.3.  Successors.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors,  permitted
assigns, personal representatives, heirs, executors and estates.

         6.4  Severability.  Any provision in this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective to the extent of such prohibition or  unenforceability  at such time
without  invalidating the remaining  provisions hereof, and any such prohibition
or  unenforceability  in any  jurisdiction  at such time shall not invalidate or
render  unenforceable  such provision in any other  jurisdiction  or in the same
jurisdiction  at any other time,  so long as the economic or legal  substance of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party.  To the extent  permitted by


                                      -12-
<PAGE>

applicable  law, the parties hereto waive any provision of law which renders any
provision hereof prohibited or unenforceable in any respect.

         6.5.  Amendment;  Waiver;  Extension  Waiver.  This  Agreement  may  be
amended, supplemented or otherwise modified only by the written agreement of the
parties  hereto.  Any  waiver of any  provision  of this  Agreement  shall be in
writing  and  executed  by the  parties  hereto,  and any such  waiver  shall be
effective  only for the  specific  purpose  for  which  it is given  and for the
specific  time period,  if any,  contemplated  therein.  The parties  hereto may
extend the time for the  performance of any of the  obligations or other acts of
the other parties  hereto,  waive any  inaccuracies in the  representations  and
warranties  contained  herein or in any document  delivered  pursuant hereto and
waive compliance with any of the agreements or conditions  contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument singed on behalf of all parties.

         6.6  Counterparts.  This Agreement may be executed in both counterparts
each of which when so executed and delivered shall be deemed an original and all
of which taken  together shall  constitute one agreement.  This Agreement may be
delivered  by  facsimile  transmission  with the same effect as if  delivered in
person.

         6.7 Waiver of Jury Trial.  The parties  hereto  hereby  unconditionally
waive  trial  by  jury  in any  suit,  action  or  proceeding  relating  to this
Agreement.

         6.8 Specific Performance. Each party hereto recognizes and acknowledges
that a breach by such party of any  covenants  or  agreements  contained in this
Agreement will cause the other party to sustain damages for which they would not
have an  adequate  remedy at law for money  damages,  and  therefore  each party
agrees  that in the event of any such  breach the  non-breaching  party shall be
entitled to the remedy of specific  performance  of such  covenant and agreement
and  injunctive  and other  equitable  relief in addition to any other remedy to
which such non-breaching party may be entitled, at law or in equity, without the
posting of any bond and without proving that damages would be inadequate.

         6.9 Governing Law. This Agreement shall be governed by and construed in
accordance  with  the  internal  laws of the  State of New  York  applicable  to
contracts made and to be wholly performed within such State,  without  reference
to principles of conflicts of laws.

         6.10   Jurisdiction;   Venue.   The  parties  hereto   irrevocably  and
unconditionally submit to the jurisdiction of any State or Federal court sitting
in the City of New  York,  Borough  of  Manhattan,  over  any  suit,  action  or
proceeding arising out of or relating to this Agreement. Service of any process,
summons,  notice  or  document  by  registered  mail  addressed  to any party as
provided in Section  6.2 hereof  shall be  effective  service of process for any
suit,  action or proceeding  brought  against such party in any such court.  The
parties hereto irrevocably and unconditionally waive any objection to the laying
of venue of any such suit,  action or  proceeding  brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient  forum. A final judgment in any suit,  action or
proceeding  brought in any such court shall be  conclusive  and binding upon the
parties and may be enforced in any other courts to whose jurisdiction a party is
or may be subject, by suit upon such judgment.


                                      -13-
<PAGE>

         6.11 Entire  Agreement;  Interpretation.  This  Agreement and the other
Transaction  Documents contain the entire agreement between the parties relating
to the  subject  matter  hereof and  supersedes  all oral  statements  and prior
writings with respect thereto.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this  Agreement.  A reference  to a gender in this  Agreement
shall be interpreted to include the masculine,  feminine  and/or neutral gender,
as applicable.

         6.12 Certain Costs and Expenses.  Except as expressly  provided in this
Agreement,  each party to this Agreement shall bear its representative  expenses
incurred in connection with the  preparation,  execution and performance of this
Agreement, including all fees and expenses of agents,  representatives,  counsel
and accountants.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                             SELLER:

                             SIMMONDS CAPITAL LIMITED


                             By:      /s/ John G. Simmonds
                                      -------------------------------------
                                      Name:  John G. Simmonds
                                      Title: Chairman, President and Chief
                                             Executive Officer


                             BUYER:

                             HYCOMP, INC.


                             By:      /s/ Paul K. Hickey
                                      ---------------------------------------
                                      Name:  Paul K. Hickey
                                      Title: Chairman and Chief Executive
                                             Officer


                                      -14-
<PAGE>

                                   SCHEDULE I

                               DISCLOSURE SCHEDULE


Upon the Closing (as therein  defined) of the Stock  Purchase  Agreement  by and
between  SIMMONDS  CAPITAL  LIMITED  and  HYCOMP,  INC.  relating  to all of the
outstanding  capital stock of  EIEIHOME.COM,  INC. dated as of October 14, 1999,
HyComp,  Inc. has agreed to issue  Lawrence Fox 500,000  shares of HyComp,  Inc.
common stock, par value $0.01 per share.


                                      -15-
<PAGE>

                                                                       Exhibit 1

                             Form of Promissory Note
                             -----------------------


                                      -16-
<PAGE>

                                                                       Exhibit 2

                                Form of Debenture
                                -----------------


                                      -17-
<PAGE>

                                                                       Exhibit 3

                                 Form of Warrant
                                 ---------------


                                      -18-
<PAGE>

                                                                       Exhibit 4

                      Form of Management Services Agreement
                      -------------------------------------


                                      -19-
<PAGE>

                                                                       Exhibit 5

                          Balance Sheet of HyComp, Inc.
                          -----------------------------

                                      -20-