Exhibit 10.4


                            STOCK PURCHASE AGREEMENT

The Stock Purchase Agreement (hereinafter the "Agreement") is entered into
effect as of this 6th day of December 2002, by and among IVI Communications, A
Nevada corporation (hereinafter "IVI"), and Quik Communications Hosting, Inc., a
California corporation (hereinafter "QuikCom"), and the owners of all the
outstanding shares of common stock of QuikCom (hereinafter "QuikCom
Stockholders").

                                    RECITALS:

WHEREAS, subject to approval of the Boards of Directors of IVI and QuikCom, IVI
desires to acquire all the shares of QuikCom from the QuikCom Stockholders which
comprises_______________ shares (the " QuikCom Common Stock") in exchange for
one million two hundred fifty thousand shares ($1,250,000) of IVI Common Stock.
IVI desires to acquire the QuikCom Common Stock solely in exchange for voting
common stock of IVI, making QuikCom a wholly-owned subsidiary of IVI in a tax
free reorganization; and


NOW, THEREFORE, for the mutual consideration set out herein and other good and
valuable consideration, the legal sufficiency of which is hereby acknowledged,
the parties agree as follows:

                                   AGREEMENT


1. Exchange of Shares. IVI and QuikCom Stockholders agree that on the Closing
Date or at the Closing as hereinafter defined, the QuikCom Common Stock shall be
delivered to John Holt Smith at Closing to IVI in exchange for the IVI Shares,
as follows:

         (a) At Closing IVI shall, subject to the conditions set forth herein,
         shall issue an aggregate of one million two hundred fifty thousand
         (1,250,000) shares of IVI Common Stock for delivery to the QuikCom
         Stockholders.

         (b) Subject to Board approval of IVI and QuikCom;

         (c) Unless otherwise agreed by IVI and QuikCom, this transaction shall
         close only in the event IVI is able to acquire all of the outstanding
         QuikCom Common Stock in exchange for the IVI Shares.



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2. Exchange of Securities. As of the Closing Date, each of the following shall
occur:

         (a) Each share of QuikCom Common Stock issued and outstanding
         immediately prior to the Closing Date shall be agreed to be exchanged
         for one million two hundred fifty thousand (1,250,000) shares of IVI
         Common Stock. All such outstanding shares of QuikCom Common Stock shall
         be deemed, after Closing, to be owned by IVI. The holders of such
         certificates previously evidencing shares of QuikCom Common Stock
         outstanding immediately prior to the Closing Date shall cease to have
         any rights with respect to such shares of QuikCom Common Stock except
         as otherwise provided herein or by law;

         (b) Any shares of QuikCom Common Stock held in the treasury of QuikCom
         immediately prior to the Closing Date shall automatically be canceled
         and extinguished without any conversion thereof and no payment shall be
         made with respect thereto;

3. Representations of QuikCom Stockholders. Each QuikCom Stockholder hereby
represents and warrants each only as to its own QuikCom Common Stock, effective
this date and the Closing Date as follows:

         (a) Except as may be set forth in Exhibit "A," the QuikCom Common Stock
         is free from claims, liens or other encumbrances, and at the Closing
         Date said QuikCom Stockholder will have good title and the unqualified
         right to transfer and dispose of such QuikCom Common Stock.

         (b) Each QuikCom Stockholder, respectively, is the sole owner of the
         issued and outstanding QuikCom Common Stock as set forth in Exhibit
         "A;"

         (c) No QuikCom Stockholder has the present intent to sell or dispose of
         the IVI Shares and no QuikCom Stockholder is under a binding
         obligation, formal commitment, or existing plan to sell or otherwise
         dispose of the IVI Shares.

4. Representations of QuikCom. QuikCom hereby represent and warrants as follows,
which warranties and representations shall also be true as of the Closing Date:

         (a) QuikCom has no outstanding or authorized capital stock, warrants,
         options or convertible securities other than as previously described.

         (b) QuikCom is not a party to any material pending litigation or, to
         its best knowledge, any governmental investigation or proceeding, and
         to its best knowledge, no material litigation, claims, assessments, or
         any governmental proceedings are threatened

         (c) QuikCom is in good standing in its jurisdiction of incorporation,
         and is in good standing and duly qualified to do business in each
         jurisdiction where required to be so qualified except where the failure
         to so qualify would have no material negative impact on QuikCom.



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         (d) QuikCom has (or, by the Closing Date, will have filed) all material
         tax, governmental and/or related forms and reports (or extensions
         thereof) due or required opt be filed and has (or will have) paid or
         made adequate provisions for all taxes or assessments which have become
         due as of the Closing Date.

         (e) QuikCom has not materially breached any material agreement to which
         it is a party. QuikCom has previously given IVI copies or access
         thereto of all material contracts, commitments and/or agreements to
         which QuikCom is a party, including all relationships or dealings with
         related parties or affiliates.

         (f) QuikCom has no subsidiary corporations.

         (g) QuikCom has made all material corporate financial records, minute
         books and other corporate documents and records available for review to
         present management of IVI prior to the Closing Date, during reasonable
         business hours and on reasonable notice.

         (h) The execution of this Agreement does not materially violate or
         breach any material agreement or contract to which QuikCom is a party
         and has been duly authorized by all appropriate and necessary corporate
         action under California or other applicable law and QuikCom, to the
         extent required has obtained all necessary approvals or consents
         required by any agreement to which QuikCom is a part.

         (i) All disclosure information regarding QuikCom which is to be set
         forth in disclosure documents to IVI or otherwise delivered to IVI by
         QuikCom is true, complete and accurate in all material respects.

5. Representations of IVI. IVI hereby represents and warrants as follows, each
of which representations and warranties shall continue to be true as of the
Closing Date:

         (a) As of the Closing Date, the IVI Shares, to be issued and delivered
         to the QuikCom Stockholders hereunder will, when so issued and
         delivered, constitute, duly authorized, validly and legally issued
         shares of IVI common stock, fully paid and nonassessable.



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         (b) IVI has the corporate power to enter into this Agreement and to
         perform its respective obligations hereunder. The execution and
         delivery of this Agreement and the consummation of the transactions
         contemplated hereby have been duly authorized by the board of directors
         of IVI. The execution and performance of this Agreement will not
         constitute a material breach of any agreement, indenture, mortgage,
         license or other instrument or document to which IVI is a party and
         will not violate any judgment, decree, order, writ, rule, statute, or
         regulation applicable to IVI or its properties. The execution and
         performance of this Agreement will not violate or conflict with any
         provision of the Articles of Incorporation or bylaws of IVI.

         (c) IVI is duly organized, validly existing and in good standing under
         the laws of the State of Nevada; has the corporate power to own its
         property and to carry on its business as now being conducted and is
         duly qualified to do business in any jurisdiction where so required
         except where the failure to so qualify would have no material negative
         impact on it.

         (d) IVI has filed all federal, state, county and local income, excise,
         property and other tax, governmental and/or related returns, forms, or
         reports, which re due or required to be filed by it prior to the date
         hereof, except where the failure to do so would have no material
         adverse impact on IVI, and has paid or made adequate provision in the
         IVI Financial Statements for the payment of all taxes, fees, or
         assessments which have or may become due pursuant to such returns or
         pursuant to any assessments received. IVI is not delinquent or
         obligated for any tax penalty, interest, delinquency or charge.

          (e) IVI has not breached, nor is there any pending, or to the
         knowledge of management, any threatened claim that IVI has breached,
         any of the terms or conditions of any agreements, contract or
         commitments to which it is a party or by which it or its assets are
         bound. The execution and performance hereof will not violate any
         provisions of applicable law or any agreement to which IVI is subject.
         IVI hereby represents that it has no business operations or material
         assets and it is not a party to any material contract or commitment
         other than appointment documents with its transfer agent, and that it
         has disclosed all relationships or dealings with related parties or
         affiliates.

         (f) IVI is purchasing QuikCom on an "AS IS" basis



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6. Repurchase Option. The QuikCom Stockholders have a put to repurchase QuikCom
for the one million two hundred fifty thousand (1,250,000) IVI shares in the
event that IVI does not closed its pending acquisition of the operations of
Arizona Internet, LLC by February 1, 2003 or in the event that IVI doe not
become cash positive that is does accomplish a zero burn rate by May 2,
2003.(?????)

7. Closing. The initial Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing shall be no later than Dec 12, 2002, unless
extended by mutual consent of all parties hereto.


8. Nature and Survival of Representations. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing and the
consummation of the transactions contemplated hereby for one year from the
Closing. All of the parties hereto are executing and carrying out the provisions
of this Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement and not upon any
investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth therein.

9. Miscellaneous.

         (a) Further Assurances. At any time, and from time to time, after the
         Closing Date, each party will execute such additional instruments and
         take such action as may be reasonably requested by the other party to
         confirm or perfect title to any property transferred hereunder or
         otherwise to carry out the intent and purposes of this Agreement.

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

         (c) Amendment. This Agreement may be amended only in writing as agreed
         to by all parties hereto.

         (d) Notices. All notices and other communications hereunder shall be in
         writing and shall be deemed to have been given if delivered or sent by
         prepaid first-class registered or certified mail, return receipt
         requested.

         (e) 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.

         (f) Counterparts. This Agreement may be executed simultaneously in two
         or more counterparts, each of which shall be deemed an original, but
         all of which together shall constitute one and the same instrument.

         (g) Governing Law. This Agreement shall be construed and enforce in
         accordance with the laws of the State of California.

         (h) Binding Effect. This Agreement shall be binding upon the parties
         hereto and inure to the benefit of the parties, their respective heirs,
         administrators, executors, successors and assigns.

         (i) Entire Agreement. This Agreement and the attached Exhibits
         constitute the entire agreement of the parties covering everything
         agreed upon or understood in the transaction. There are no oral
         promises, conditions, representations, understandings, interpretations
         or terms of any kind as conditions or inducements to the execution
         hereof.

         (j) Time. Time is of the essence.

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

         (l) Responsibility and Costs. All fees, expenses and out-of-pocket
         costs and expenses, including, without limitation, fees and
         disbursements of counsel, advisors and accountants, incurred by the
         parties hereto shall be borne solely and entirely by the party that has
         incurred such costs and expenses regardless of whether the transactions
         contemplated herein are completed.



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

                         QuikCommunications Hosting Inc.



 By:  /s/ John Snyder                  Date:  12/09/02
          John Snyder, President

 By   /s/ Sheryl Snyder                Date:  12/09/02
          Sheryl Snyder, Shareholder

                        IVI Communications Inc.


By:  /s/ Nyle Henson                   Date:  12/06/02
     Nyhl Henson, President