Exhibit (10)(vi)

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT,  dated as of February __, 2000, by and among
Area  Development and Investment  Company,  a Utah  corporation  (the "Company")
(whose name is to be changed to Maxx International, Inc.), and each of the other
parties on the signature page of this Agreement (the "Sellers").

                                   WITNESSETH:

     WHEREAS,  the Sellers own 100% of the shares of common stock of Pure Vision
Internet, Inc., a California corporation ("Pure Vision") in the denominations as
set forth opposite their  respective names on Schedule I to this Agreement which
shares  constitute all of the issued and outstanding  shares of capital stock of
Pure Vision (the "Pure Vision Shares"); and

     WHEREAS,  the Company desires to acquire from the Sellers,  and the Sellers
desire to sell to the Company, all of the Pure Vision Shares in exchange for the
issuance by the Company of an  aggregate  of  3,513,488  (post  2-for-1  forward
split) shares (the "Company  Shares") of the Company's  common stock,  par value
$.01 per share (the "Company  Common Stock") which shall on the date of issuance
constitute  an equity  position of not less than  fourteen  percent (14%) of the
total number of common shares of the Company issued and outstanding shares prior
to issuance of the Company Shares. Seller shall also receive options to purchase
One Million Fifty Thousand  (1,050,000)  (post 2-for-1  forward split) shares of
common stock at the option  prices set forth herein below and the payment of One
Hundred  Thousand  dollars  ($100,000)  designated  for  payment of debt owed to
Centralized Escrow Systems, Inc. by Pure Vision, on the terms and conditions set
forth below;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree as follows:

                                    ARTICLE I

                               EXCHANGE OF SHARES

     1.1  Exchange  of  Shares.  Subject  to the  terms and  conditions  of this
Agreement, on the Closing Date (as hereinafter defined):

     (a) the  Company  shall issue and deliver to each of the Sellers the number
of authorized  but unissued  shares of Company  Common Stock set forth  opposite
such  Seller's name set forth on Schedule I hereto or the designees of Seller as
set forth therein, and

     (b) each Seller agrees to deliver to the Company,  the number of authorized
but unissued  shares of Common Stock, no par value per share, of Pure Vision set
forth   opposite  such  Seller's  name  on  Schedule  I  hereto  along  with  an
appropriately executed stock power endorsed in


                                        1

<PAGE>


favor of the Company; and

     (c) the Company shall at the time of closing  deliver to Seller or Seller's
designees options to purchase a total of One Million Fifty Thousand  (1,050,000)
shares of the common stock of the Company at the following prices:

     Three hundred fifty  thousand  (350,000)  shares at a price of five dollars
($5.00) per share;

     Three hundred  fifty  thousand  (350,000)  shares at a price of ten dollars
($10.00) per share; and

     Three hundred fifty thousand (350,000) shares at a price of fifteen dollars
($15.00) per share.

     (d) the Company shall deliver to the Seller the sum of One Hundred Thousand
dollars  ($100,000)  for the sole  purpose  of paying  debt owed to  Centralized
Escrow  Systems,  Inc. by Pure Vision upon execution of all parties on Signature
page of this Agreement.

     (e) the Company  shall pay to Seller the sum of  $100,000.00,  beginning on
the 14th day of February,  2000 and continuing monthly thereafter until the 14th
day of  February  2001.  Said  funds are to be used as  operating  expenses  and
salaries  as per  Employment  Agreements,  a copy of which the Company has read,
received and approved, and, by execution of this Agreement,  agrees. All parties
to this  Agreement  understand,  represent and agree that said  $100,000.00  per
month is for current working capital and operating  expenses of Pure Vision. The
Parties hereto understand that to further expand Pure Vision business additional
capital may be needed.

     1.2 Time and Place of Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the offices of the Company's  counsel
on or before  February  24, 2000 (the  "Closing  Date") at 10:00 A.M.,  New York
time, or at such other place or time as the Company and the Sellers may agree.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  represents and warrants to each of the Sellers that now and/or
as of the Closing:

     2.1 Due Organization and Qualification; Subsidiaries; Due Authorization.

     (a) The Company and each  Subsidiary of the Company is a  corporation  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction of formation, with full corporate power and authority to own, lease
and  operate  its  respective  business  and  proper  ties  and to  carry on its
respective  business in the places and in the manner as  presently  conducted or
proposed to be conducted. The Company and each Subsidiary is in good standing as
a foreign corporation in each jurisdiction in which the properties owned, leased
or operated, or the business conducted, by it requires such qualification except
for any such failure, which when taken together

                                        2

<PAGE>



with all other failures,  is not likely to have a material adverse effect on the
business of the Company and its Subsidiaries taken as a whole.

     (b) The Company does not own,  directly or  indirectly,  any capital stock,
equity or interest in any corporation, firm, partnership, joint venture or other
entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries")
set forth in Item 2.1 of the Disclosure  Schedule of even date  herewith,  which
accompanies  this  Agreement  and  is  incorporated  herein  by  reference  (the
"Disclosure  Schedule").  Except  as set  forth  in Item  2.1 of the  Disclosure
Schedule,  each  Subsidiary is wholly owned by the Company,  all the outstanding
shares of capital stock of each Subsidiary are owned free and clear of all Liens
(as hereinafter defined), there is no contract, agreement,  arrangement, option,
warrant,  call,  commitment  or  other  right  of any  character  obligating  or
entitling  any  Subsidiary  to  issue,  sell,  redeem or  repurchase  any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable  for  securities  of any  Subsidiary,  and  except  as set forth on
Schedule I attached hereto and made a part hereof by this reference.

     (c) The Company has all requisite  corporate power and authority to execute
and deliver this  Agreement,  and to consummate  the  transactions  contemplated
hereby and thereby. The Company has taken all corporate action necessary for the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby, and this Agreement  constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its respective terms, except as may be affected by bankruptcy,  insolvency,
moratoria or other similar laws affecting the  enforcement of creditors'  rights
generally and subject to the  qualification  that the  availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
there for may be brought.

     (d) Prior to the date of closing  provided  for herein,  the Company  shall
have completed its acquisition of all of the assets of Maxx International,  Inc.
a Delaware corporation and the rights to the use of the Maxx International, Inc.
name.

     2.2 No Conflicts or Defaults.  The execution and delivery of this Agreement
by the Company and the consummation of the transactions  contemplated  hereby do
not and shall not (a) contravene the Certificate of  Incorporation or By-laws of
the  Company or (b) with or without  the giving of notice or the passage of time
and subject to obtaining  such consents prior to the Closing as are set forth in
Item 2.2 of the Disclosure Schedule, (i) violate,  conflict with, or result in a
breach  of,  or a  default  or loss of  rights  under,  any  material  covenant,
agreement,  mortgage,  indenture, lease, instrument,  permit or license to which
the Company or any of the Subsidiaries is a party or by which the Company or any
of  the  Subsidiaries  or any of  their  respective  assets  are  bound,  or any
judgment,  order or decree,  or any law, rule or regulation to which the Company
or any of the Subsidiaries or any of their respective  assets are subject,  (ii)
result in the  creation  of, or give any  party the right to  create,  any lien,
charge, encumbrance or any other right or adverse interest ("Liens") upon any of
the assets of the Company or any of the  Subsidiaries,  (iii)  terminate or give
any party the right to  terminate,  amend,  abandon  or refuse to  perform,  any
material agreement, arrangement or commitment to which the Company or any of the
Subsidiaries  is a party or by which the Company or any of the  Subsidiaries  or
any of their respective  assets are bound, or (iv) accelerate or modify, or give
any party the right to accelerate or modify, the time within which, or the terms
under which,

                                        3

<PAGE>



the Company or any of the  Subsidiaries  is to perform any duties or obligations
or receive any rights or benefits under any material  agreement,  arrangement or
commitment to which it is a party.

     2.3 Capitalization.  All of the outstanding shares of Common Stock are, and
the Company  Shares when issued in accordance  with the terms  hereof,  will be,
duly  authorized,  validly issued,  fully paid and non assessable,  and have not
been or, with respect to the Company Shares,  will not be issued in violation of
any preemptive right of stockholders.  The Company Shares are not subject to any
preemptive or subscription  right, any voting trust agreement or other contract,
agreement,  arrangement, option, warrant, call, commitment or other right of any
character  obligating  or  entitling  the  Company  to  issue,  sell,  redeem or
repurchase any of its  securities,  and there is no outstanding  security of any
kind convertible into or exchangeable for Common Stock.

     2.4 Financial  Statements.  Exhibit 1 to the Disclosure  Schedule  contains
copies of the  consolidated  balance sheets of the Company at September 30, 1999
and December 31, 1998, and the related  statements of operations,  stockholders'
equity and cash flows for the fiscal quarter and year then ended,  including the
notes thereto, as reviewed by Sellers & Associates, certified public accountants
(all such statements being the "Company  Financial  Statements").  Except as set
forth in Item 2.4 of the Disclosure Schedule, the Financial Statements, together
with the notes  thereto,  have been prepared in accordance  with U.S.  generally
accepted  accounting  principles  applied on a basis  consistent  throughout all
periods presented,  subject to audit  adjustments,  which are not expected to be
material.  Such statements  present fairly the financial position of the Company
as of the dates and for the  periods  indicated.  The books of account and other
financial  records of the Company have been  maintained in accordance  with good
business practices.

     2.5 Further Financial  Matters.  (a) Except as set forth in Item 2.5 of the
Disclosure  Schedule,  neither the Company nor any of the  Subsidiaries  has any
material  liabilities or  obligations,  whether  secured or unsecured,  accrued,
determined,  absolute or contingent,  asserted or unasserted or otherwise, which
are required to be reflected or reserved in a balance sheet or the notes thereto
under generally accepted accounting  principles,  but which are not reflected in
the Financial Statements.

     2.6 Taxes. Except as indicated in Item 2.6 of the Disclosure Schedule, each
of the Company and the Subsidiaries has filed all United States federal,  state,
county,  local and foreign  national,  provincial  and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income,   withholding,   franchise,   payroll,  excise,  property,  sales,  use,
value-added or other taxes or levies, imposts,  duties, license and registration
fees, charges,  assessments or withholdings of any nature whatsoever  (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have  become due  pursuant  to such  returns or reports or pursuant to any
assessment  which has become  payable,  or, to the extent its  liability for any
Taxes  (and any  related  penalties,  fines  and  interest)  has not been  fully
discharged,  the same have been  properly  reflected as a liability on the books
and  records  of  the  Company  and  adequate   reserves  there  for  have  been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns reflect  judgments made by the Company or a Subsidiary,  as the case may
be, such judgments were reasonable under the  circumstances) and complete in all
material respects. Except as indicated in 2.6 of the Disclosure


                                        4

<PAGE>


Schedule,  no extension for the filing of any such return or report is currently
in effect.  Except as indicated in Item 2.6 of the Disclosure  Schedule,  no tax
return or tax return liability of the Company or any Subsidiary has been audited
or, presently under audit. All taxes and any penalties, fines and interest which
have been  asserted  to be  payable  as a result of any  audits  have been paid.
Except as indicated in Item 2.6 of the Disclosure Schedule,  neither the Company
nor any Subsidiary has given or been requested to give waivers of any statute of
limitations  relating  to the  payment of any Taxes (or any  related  penalties,
fines and  interest).  There are no claims  pending or, to the  knowledge of the
Company,  threatened,  against the Company or any Subsidiary for past due Taxes.
Except as indicated in Item 2.6 of the  Disclosure  Statement,  all payments for
withholding taxes,  unemployment insurance and other amounts required to be paid
for periods prior to the date hereof to any governmental authority in respect of
employment  obligations of the Company and each Subsidiary,  including,  without
limitation, amounts payable pursuant to the Federal Insurance Contributions Act,
have been paid or shall be paid prior to the Closing and have been duly provided
for on the books and records of the Company and in the Financial Statements.

     2.7  Indebtedness; Contracts; No Defaults.

     (a) Item 2.7 of the  Disclosure  Schedule  sets forth a true,  complete and
correct list of all material  instruments,  agreements,  indentures,  mortgages,
guarantees,  notes,  commitments,  accommodations,  letters  of  credit or other
arrangements or understandings, whether written or oral, to which the Company or
any  Subsidiary  is a  party  (collectively,  the  "Operating  Agreements").  An
agreement  shall not be  considered  material  for the  purposes of this Section
2.7(a) if it provides for  expenditures or receipts of less than $10,000 and has
been  entered  into by the Company or a  Subsidiary  in the  ordinary  course of
business. The Operating Agreements constitute all of the contracts,  agreements,
understandings  and  arrangements  required for the operation of the business of
the Company and the Subsidiaries or which have a material effect thereon. Copies
of all such material written Operating Agreements have previously been delivered
or otherwise  made  available to the Sellers and such copies are true,  complete
and correct as of the date hereof.

     (b) Except as disclosed in Item 2.7 of the Disclosure Schedule, neither the
Company, any Subsidiary,  nor, to the Company's  knowledge,  any other person or
entity is in breach in any  material  respect of, or in default in any  material
respect under, any material contract, agreement, arrangement, commitment or plan
to which the Company or any  Subsidiary  is a party,  and no event or action has
occurred,  is  pending  or is  threatened,  which,  after the  giving of notice,
passage  of time or  otherwise,  would  constitute  or result in such a material
breach or material default by the Company or any Subsidiary or, to the knowledge
of the  Company,  any other  person  or  entity.  Neither  the  Company  nor any
Subsidiary  has received any notice of default  under any  contract,  agreement,
arrangement,  commitment  or plan to which it is a party,  which default has not
been cured to the  satisfaction  of, or duly waived by, the party  claiming such
default on or before the date hereof.

     2.8 Personal  Property.  Except as set forth in Item 2.8 of the  Disclosure
Schedule, each of the Company and the Subsidiaries has good and marketable title
to all  of  its  tangible  personal  property  and  assets,  including,  without
limitation,  all of the assets  reflected in the Financial  Statements that have
not been disposed of in the ordinary  course of business March 31, 1999 are free
and clear of all Liens or  mortgages,  except for any Lien for current taxes not
yet due and payable and

                                        5

<PAGE>


such restrictions, if any, on the disposition of securities as may be imposed by
federal or applicable state securities laws.

     2.9 Real Property.  Item 2.9 of the  Disclosure  Schedule sets forth a true
and complete  list of all real  property  owned by, or leased or subleased by or
to, the Company and its Subsidiaries  (the "Company Real  Property").  Except as
set  forth in Item 2.9 of the  Disclosure  Schedules,  each  lease to which  the
Company is a party is valid,  binding and in full force and effect with  respect
to the Company or a Subsidiary, as the case may be, and, to the knowledge of the
Company no notice of default or termination under any such lease is outstanding.

     2.10  Compliance  with  Law.  (a)  Except  as set forth in Item 2.10 of the
Disclosure  Schedule,  neither the Company nor any  Subsidiary is conducting its
respective  business or affairs in material violation of any applicable federal,
state or local law, ordinance, rule, regulation,  court or administrative order,
decree or process, or any requirement of insurance carriers. Neither the Company
nor any Subsidiary has received any notice of violation or claimed  violation of
any  such  law,  ordinance,   rule,   regulation,   order,  decree,  process  or
requirement.

     (b)  Each of the  Company  and the  Subsidiaries  is in  compliance  in all
material respects with all applicable federal, state, local and foreign laws and
regulations  relating to the  protection  of the  environment  and human health.
There  are  no  claims,  notices,  actions,  suits,  hearings,   investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened
against the Company or any of the  Subsidiaries  that are based on or related to
any  environmental  matters or the  failure to have any  required  environmental
permits, and there are no past or present conditions that the Company has reason
to  believe  are  likely  to  give  rise  to any  material  liability  or  other
obligations of the Company or any Subsidiary under any environmental laws.

     2.11  Permits  and  Licenses.  Except  as set  forth  in  Item  2.11 of the
Disclosure  Schedule,   each  of  the  Company  and  the  Subsidiaries  has  all
certificates of occupancy, rights, permits, certificates,  licenses, franchises,
approvals and other  authorizations  as are reasonably  necessary to conduct its
respective  business and to own, lease,  use, operate and occupy its assets,  at
the places  and in the  manner now  conducted  and  operated,  except  those the
absence of which would not materially  adversely affect its respective business.
Except  as set  forth in Item 2.11 of the  Disclosure  Schedule,  as of the date
hereof,  neither the Company nor any Subsidiary has received any written or oral
notice or claim  pertaining  to the  failure  to  obtain  any  material  permit,
certificate,  license,  approval or other authorization required by any federal,
state or local agency or other  regulatory  body, the failure of which to obtain
would materially and adversely affect its business.

     2.12 Ordinary  Course.  Except as set forth in Item 2.12 of the  Disclosure
Schedule,  since December 31, 1999, each of the Company and the Subsidiaries has
conducted its business,  maintained its real property and equipment and kept its
books of  account,  records  and  files,  substantially  in the same  manner  as
previously  conducted,  maintained or kept and solely in the ordinary course; it
being  understood  and  acknowledged  that the  Company  has been  substantially
reducing its operations for some time.

     2.13 No Adverse Changes. Except as set forth in Item 2.13 of the Disclosure
Schedule,

                                        6

<PAGE>


since December 31, 1999,  there has not been (a) any material  adverse change in
the business,  prospects,  the financial or other  condition,  or the respective
assets or  liabilities of the Company and the  Subsidiaries  as reflected in the
Financial  Statements,  (b) any  material  loss  sustained by the Company or any
Subsidiary,  including,  but not limited to any loss on account of theft,  fire,
flood, explosion,  accident or other calamity, whether or not insured, which has
materially and adversely interfered,  or may materially and adversely interfere,
with the operation of the Company's or any Subsidiary's  business, or (c) to the
best  knowledge  of the  Company,  any  event,  condition  or  state  of  facts,
including,  without limitation,  the enactment,  adoption or promulgation of any
law, rule or regulation,  the occurrence of which  materially and adversely does
or would affect the results of operations or the business or financial condition
of the Company or any Subsidiary;  it being understood and acknowledged that the
Company has been substantially reducing its operations for some time.

     2.14  Litigation.  (a)  Except as set forth in Item 2.14 of the  Disclosure
Schedule,  there is no claim, dispute, action, suit, proceeding or investigation
pending or, to the  knowledge of the Company,  threatened,  against or affecting
the business of the Company or any  Subsidiary,  or challenging  the validity or
propriety  of the  transactions  contemplated  by this  Agreement,  at law or in
equity or  admiralty  or before  any  federal,  state,  local,  foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Company, has any such claim, dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the  12-month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality,  against or materially affecting the business of the Company
or any  Subsidiary;  and (c) neither the Company nor any Subsidiary has received
any written or verbal inquiry from any federal,  state, local,  foreign or other
governmental authority,  board, agency, commission or instrumentality concerning
the possible violation of any law, rule or regulation or any matter disclosed in
respect of its business.

     2.15 Insurance.  The Company and the Subsidiaries do not currently maintain
any form of insurance.

     2.16 Certificate of Incorporation and By-laws;  Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
the Company and each  Subsidiary,  and all amendments to each are true,  correct
and complete.  The minute books of the Company and each Subsidiary  contain true
and  complete  records of all meetings and consents in lieu of meetings of their
respective Board of Directors (and any committees thereof), or similar governing
bodies, since the time of their respective organization.  The stock books of the
Company and each Subsidiary are true, correct and complete.

     2.17  Employee  Benefit  Plans.  Except  as set  forth in Item  2.17 of the
Disclosure Schedule,  neither the Company nor any Subsidiary maintains,  nor has
the Company or any Subsidiary maintained in the past, any employee benefit plans
("as defined in Section 3(3) of the Employee  Retirement  Income Security Act of
1974,  as amended  ("ERISA")),  or any  plans,  programs,  policies,  practices,
arrangements or contracts (whether group or individual)  providing for payments,
benefits or reimbursements to employees of the Company or any Subsidiary, former
employees, their

                                        7

<PAGE>


beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
the  Company,  any  Subsidiary  or any entity  required  to be  aggregated  in a
controlled  group or  affiliated  service group with the Company for purposes of
ERISA or the  Internal  Revenue Code of 1986 (the  "Code")  (including,  without
limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of
ERISA, at any relevant time ("Benefit Plans").

     2.18 Patents;  Trademarks and  Intellectual  Property  Rights.  Each of the
Company and the  Subsidiaries  owns or possesses  sufficient legal rights to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  Internet web site(s),  proprietary rights and processes
necessary  for its  business  as now  conducted  without  any  conflict  with or
infringement of the rights of others. There are no outstanding options, licenses
or agreements of any kind relating to the foregoing, and neither the Company nor
any  Subsidiary is bound by, or a party to, any options,  licenses or agreements
of any kind with respect to the patents, trademarks, service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

     2.19  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby have been carried out by the Company directly
with the Sellers without the intervention of any Person on behalf of the Company
in such a manner as to give rise to any valid  claim by any Person  against  any
Seller for a finder's fee, brokerage commission or similar payment.

     2.20 Affiliate  TransactExcept  as set forth in Item 2.20 of the Disclosure
Schedule,  neither  the  Company  nor any  officer,  director or employee of the
Company (or any of the  relatives  or  Affiliates  of any of the  aforementioned
Persons) is a party to any agreement,  contract,  commitment or transaction with
the Company or affecting the business of the Company, or has any interest in any
property, whether real, personal or mixed, or tangible or intangible, used in or
necessary  to the Company  which will  subject the Sellers to any  liability  or
obligation from and after the Closing Date.

     2.21 Existing Employment Agreements. The Company agrees to honor and assume
the employment  contracts of individuals with The Gospel.com,  Inc. a subsidiary
of Pure Vision, agreements are acknowledged to exist with the following persons:
Paul Hall, D. Min., Aaron Andrews,  Catherine  McGee,  Bruce Gammill and Anthony
Lee.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Each of the Sellers  represents and warrants,  jointly and severally to the
Company that now and/or as of the Closing:

     3.1 Due Organization and Qualification; Subsidiaries; Due Authorization.

     (a) Pure Vision and each  Subsidiary of Pure Vision is a  corporation  duly
incorporated,

                                        8

<PAGE>



validly  existing and in good  standing  under the laws of its  jurisdiction  of
formation, with full corporate power and authority to own, lease and operate its
respective  business and properties  and to carry on its respective  business in
the places and in the manner as presently conducted or proposed to be conducted.
Pure Vision and each Subsidiary is in good standing as a foreign  corporation in
each  jurisdiction  in which the properties  owned,  leased or operated,  or the
business  conducted,  by it  requires  such  qualification  except  for any such
failure,  which when taken  together with all other  failures,  is not likely to
have  a  material  adverse  effect  on the  business  of  Pure  Vision  and  its
Subsidiaries taken as a whole. Pure Vision holds the rights and ownership of the
Internet  site  "thegospel.com"  and will provide  proof of such  ownership  and
copies of all contracts that relate to or are used by this site.

     (b) Pure Vision does not own,  directly or  indirectly,  any capital stock,
equity or interest in any corporation, firm, partnership, joint venture or other
entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries")
set forth in Item 2.1 of the Disclosure  Schedule of even date  herewith,  which
accompanies  this  Agreement  and  is  incorporated  herein  by  reference  (the
"Disclosure  Schedule").  Except  as set  forth  in Item  2.1 of the  Disclosure
Schedule,  each  Subsidiary is wholly owned by Pure Vision,  all the outstanding
shares of capital stock of each Subsidiary are owned free and clear of all Liens
(as hereinafter defined), there is no contract, agreement,  arrangement, option,
warrant,  call,  commitment  or  other  right  of any  character  obligating  or
entitling  any  Subsidiary  to  issue,  sell,  redeem or  repurchase  any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for securities of any Subsidiary.

     (c)  Each of Pure  Vision  and the  Sellers  has all  requisite  power  and
authority  to  execute  and  deliver  this  Agreement,  and  to  consummate  the
transactions  contemplated  hereby  and  thereby.  Each of Pure  Vision  and the
Sellers has taken all corporate  action necessary for the execution and delivery
of this Agreement and the consummation of the transactions  contemplated hereby,
and this Agreement  constitutes the valid and binding obligation of each of Pure
Vision and the Sellers,  enforceable against each of Pure Vision and the Sellers
in  accordance  with  its  respective  terms,  except  as  may  be  affected  by
bankruptcy,   insolvency,   moratoria  or  other  similar  laws   affecting  the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought.

     3.2 No Conflicts or Defaults.  The execution and delivery of this Agreement
by each of Pure Vision and the Sellers and the  consummation of the transactions
contemplated  hereby do not and  shall not (a)  contravene  the  Certificate  of
Incorporation  or  By-laws  of Pure  Vision or the  governing  documents  of any
Seller,  if  applicable,  or (b) with or  without  the  giving  of notice or the
passage of time,  (i)  violate,  conflict  with,  or result in a breach of, or a
default or loss of rights under,  any material  covenant,  agreement,  mortgage,
indenture, lease, instrument, permit or license to which Pure Vision, any of the
Subsidiaries  or any  Seller  is a party or by  which  Pure  Vision,  any of the
Subsidiaries or any Seller or any of their  respective  assets are bound, or any
judgment,  order or decree, or any law, rule or regulation to which Pure Vision,
any of the  Subsidiaries  or any  Seller or any of their  respective  assets are
subject,  (ii) result in the creation of, or give any party the right to create,
any Lien upon any of the assets of Pure Vision or any of the Subsidiaries, (iii)
terminate or give any party the right to terminate,  amend, abandon or refuse to
perform, any material agreement,

                                        9

<PAGE>



arrangement or commitment to which Pure Vision or any of the  Subsidiaries  is a
party  or by  which  Pure  Vision  or any of the  Subsidiaries  or any of  their
respective assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify,  the time within which, or the terms under which,
Pure Vision or any of the  Subsidiaries  is to perform any duties or obligations
or receive any rights or benefits under any material  agreement,  arrangement or
commitment to which it is a party.

     3.3 Capitalization. The authorized capital stock of Pure Vision immediately
prior to giving  effect to the  transactions  contemplated  hereby  consists  of
100,000  authorized  shares of Pure Vision Common Stock, no par value per share,
of which as of the date  hereof  3,000  shares of Common  Stock are  issued  and
outstanding.  Set forth in Item 2.3 of the Disclosure  Schedule is a list of all
Stockholders of Pure Vision,  setting forth their names, addresses and number of
shares owned. All of the outstanding shares of Pure Vision Common Stock are, and
Pure Vision Shares when  transferred in accordance  with the terms hereof,  will
be, duly authorized, validly issued, fully paid and non-assessable, and have not
been  or,  with  respect  to Pure  Vision  Shares,  will not be  transferred  in
violation of any rights of third parties. The Pure Vision Shares are not subject
to any preemptive or  subscription  right,  any voting trust  agreement or other
contract,  agreement,  arrangement,  option,  warrant, call, commitment or other
right of any  character  obligating  or  entitling  Pure Vision to issue,  sell,
redeem or repurchase any of its securities, and there is no outstanding security
of any kind convertible into or exchangeable for Common Stock.

     3.4 Financial  Statements.  Exhibit 2 to the Disclosure  Schedule  contains
copies of the  consolidated  balance sheets of Pure Vision at December 31, 1999,
and the related  statements of operations,  stockholders'  equity and cash flows
for the fiscal quarter then ended, including the notes thereto, as reviewed by ,
certified  public  accountants  (all such  statements  being  the  "Pure  Vision
Financial  Statements").  Except  as set  forth  in Item  3.4 to the  Disclosure
Schedule,  the Financial Statements,  together with the notes thereto, have been
prepared in accordance with generally accepted accounting  principles applied on
a  basis  consistent   throughout  all  periods  presented,   subject  to  audit
adjustments,  which are not expected to be  material.  Such  statements  present
fairly the financial position of Pure Vision as of the dates and for the periods
indicated.  The books of account and other financial records of Pure Vision have
been maintained in accordance with good business practices.

     3.5 Further Financial  Matters.  (a) Except as set forth in Item 3.5 to the
Disclosure  Schedule,  neither Pure Vision nor any of the  Subsidiaries  has any
material  liabilities or  obligations,  whether  secured or unsecured,  accrued,
determined,  absolute or contingent,  asserted or unasserted or otherwise, which
are required to be reflected or reserved in a balance sheet or the notes thereto
under generally accepted accounting  principles,  but which are not reflected in
the Financial Statements.

     (b) The forecasted  operations  statements and cash flow statements of Pure
Vision,  true and complete  copies of which have been  delivered to the Company,
were prepared in good faith on the assumptions stated therein, which assumptions
were believed to be  reasonable  in light of conditions  existing at the time of
delivery of such  forecasts,  and  represented,  at the time of  delivery,  Pure
Vision's best estimate of its future financial performance,  it being recognized
that such forecasts

                                       10

<PAGE>



do not  constitute  a warranty as to the future  performance  of Pure Vision and
that actual results may vary from forecasted results.

     3.6 Taxes. Except as indicated in Item 3.6 of the Disclosure Schedule, each
of Pure Vision and the Subsidiaries has filed all United States federal,  state,
county, local and foreign national, provincial and local tax returns and reports
which were required to be filed on or prior to the date hereof, and has paid all
Taxes (and any  related  penalties,  fines and  interest)  which have become due
pursuant  to such  returns or reports or pursuant  to any  assessment  which has
become  payable,  or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly  reflected  as a liability  on the books and records of Pure Vision and
adequate reserves there for have been established.  All such returns and reports
filed on or prior to the date hereof have been  properly  prepared and are true,
correct (and to the extent such returns reflect judgments made by Pure Vision or
a  Subsidiary,  as the case may be, such  judgments  were  reasonable  under the
circumstances) and complete in all material respects. Except as indicated in 3.6
of the  Disclosure  Schedule,  no extension for the filing of any such return or
report is currently in effect. Except as indicated in Item 3.6 of the Disclosure
Schedule, no tax return or tax return liability of Pure Vision or any Subsidiary
has been audited or, presently under audit.  All taxes and any penalties,  fines
and  interest  which have been  asserted to be payable as a result of any audits
have been paid.  Except as  indicated  in Item 3.6 of the  Disclosure  Schedule,
neither  Pure  Vision nor any  Subsidiary  has given or been  requested  to give
waivers of any statute of  limitations  relating to the payment of any Taxes (or
any related penalties,  fines and interest).  There are no claims pending or, to
the knowledge of Pure Vision, threatened,  against Pure Vision or any Subsidiary
for past due Taxes. Except as indicated in Item 3.6 of the Disclosure Statement,
all payments for  withholding  taxes,  unemployment  insurance and other amounts
required  to be paid for periods  prior to the date  hereof to any  governmental
authority  in  respect  of  employment  obligations  of  Pure  Vision  and  each
Subsidiary,  including,  without  limitation,  amounts  payable  pursuant to the
Federal  Insurance  Contributions  Act, have been paid or shall be paid prior to
the  Closing  and have been duly  provided  for on the books and records of Pure
Vision and in the Financial Statements.

     3.7 Indebtedness; Contracts; No Defaults.

     (a) Item 3.7 of the  Disclosure  Schedule  sets forth a true,  complete and
correct list of all material  instruments,  agreements,  indentures,  mortgages,
guarantees,  notes,  commitments,  accommodations,  letters  of  credit or other
arrangements or understandings, whether written or oral, to which Pure Vision or
any   Subsidiary  is  a  party   (collectively,   the  "Pure  Vision   Operating
Agreements").  An agreement shall not be considered material for the purposes of
this  Section  3.7(a) if it provides for  expenditures  or receipts of less than
$2,000 and has been entered into by Pure Vision or a Subsidiary  in the ordinary
course of business.  The Pure Vision Operating Agreements  constitute all of the
contracts,   agreements,   understandings  and  arrangements  required  for  the
operation  of the business of Pure Vision and the  Subsidiaries  or which have a
material  effect  thereon.  Copies  of all such  material  written  Pure  Vision
Operating  Agreements have previously been delivered or otherwise made available
to the  Company and such  copies are true,  complete  and correct as of the date
hereof.


                                       11

<PAGE>



     (b) Except as disclosed  in Item 3.7 of the  Disclosure  Schedule,  neither
Pure Vision, any Subsidiary,  nor, to Pure Vision's knowledge,  any other person
or entity is in breach in any material respect of, or in default in any material
respect under, any material contract, agreement, arrangement, commitment or plan
to which Pure Vision or any  Subsidiary  is a party,  and no event or action has
occurred,  is  pending  or is  threatened,  which,  after the  giving of notice,
passage  of time or  otherwise,  would  constitute  or result in such a material
breach or material default by Pure Vision or any Subsidiary or, to the knowledge
of Pure  Vision,  any other  person  or  entity.  Neither  Pure  Vision  nor any
Subsidiary  has received any notice of default  under any  contract,  agreement,
arrangement,  commitment  or plan to which it is a party,  which default has not
been cured to the  satisfaction  of, or duly waived by, the party  claiming such
default on or before the date hereof.

     3.8 Personal  Property.  Except as set forth in Item 3.8 of the  Disclosure
Schedule, each of Pure Vision and the Subsidiaries has good and marketable title
to all  of  its  tangible  personal  property  and  assets,  including,  without
limitation,  all of the assets  reflected in the Financial  Statements that have
not been disposed of in the ordinary course of business since December 31, 1999,
free and clear of all Liens or mortgages,  except for any Lien for current taxes
not yet due and payable and such  restrictions,  if any, on the  disposition  of
securities as may be imposed by federal or applicable state securities laws.

     3.9 Real  Property.  (a) Item 3.9 of the  Disclosure  Schedule sets forth a
true and complete list of all real property  owned by, or leased or subleased by
or to, Pure Vision and its Subsidiaries (the "Pure Vision Real Property").

     (b) Except as set forth in Item 3.9 of the Disclosure Statement, each lease
to which Pure  Vision is a party is valid,  binding and in full force and effect
with  respect to Pure  Vision or a  Subsidiary,  as the case may be, and, to the
knowledge of Pure Vision,  all other  parties  thereto;  no notice of default or
termination under any such lease is outstanding.

     3.10  Compliance  with  Law.  (a)  Except  as set forth in Item 3.10 of the
Disclosure  Schedule,  neither Pure Vision nor any  Subsidiary is conducting its
respective  business or affairs in material violation of any applicable federal,
state or local law, ordinance, rule, regulation,  court or administrative order,
decree or process, or any requirement of insurance carriers. Neither Pure Vision
nor any Subsidiary has received any notice of violation or claimed  violation of
any  such  law,  ordinance,   rule,   regulation,   order,  decree,  process  or
requirement.

     (b)  Each of Pure  Vision  and the  Subsidiaries  is in  compliance  in all
material respects with all applicable federal, state, local and foreign laws and
regulations  relating to the  protection  of the  environment  and human health.
There  are  no  claims,  notices,  actions,  suits,  hearings,   investigations,
inquiries or proceedings pending or, to the knowledge of Pure Vision, threatened
against Pure Vision or any of the  Subsidiaries  that are based on or related to
any  environmental  matters or the  failure to have any  required  environmental
permits, and there are no past or present conditions that Pure Vision has reason
to  believe  are  likely  to  give  rise  to any  material  liability  or  other
obligations of Pure Vision or any Subsidiary under any environmental laws.

     3.11  Permits  and  Licenses.  Except  as set  forth  in  Item  3.11 of the
Disclosure Schedule,


                                       12

<PAGE>


each of Pure Vision and the  Subsidiaries  has all  certificates  of  occupancy,
rights,  permits,  certificates,   licenses,  franchises,  approvals  and  other
authorizations  as are reasonably  necessary to conduct its respective  business
and to own, lease,  use, operate and occupy its assets, at the places and in the
manner now conducted  and operated,  except those the absence of which would not
materially adversely affect its respective business. Except as set forth in Item
3.11 of the Disclosure Schedule, as of the date hereof,  neither Pure Vision nor
any  Subsidiary  has received any written or oral notice or claim  pertaining to
the failure to obtain any material  permit,  certificate,  license,  approval or
other  authorization  required by any  federal,  state or local  agency or other
regulatory  body, the failure of which to obtain would  materially and adversely
affect its business.

     3.12 Ordinary  Course.  Except as set forth in Item 3.12 of the  Disclosure
Schedule,  since December 31, 1999, each of Pure Vision and the Subsidiaries has
conducted its business,  maintained its real property and equipment and kept its
books of  account,  records  and  files,  substantially  in the same  manner  as
previously  conducted,  maintained or kept and solely in the ordinary course; it
being  understood  and  acknowledged  that Pure  Vision  has been  substantially
reducing its operations for some time.

     3.13 No Adverse Changes. Except as set forth in Item 3.13 of the Disclosure
Schedule,  since December 31, 1999,  there has not been (a) any material adverse
change in the  business,  prospects,  the financial or other  condition,  or the
respective  assets  or  liabilities  of  Pure  Vision  and the  Subsidiaries  as
reflected in the Financial  Statements,  (b) any material loss sustained by Pure
Vision or any Subsidiary,  including,  but not limited to any loss on account of
theft,  fire,  flood,  explosion,  accident  or other  calamity,  whether or not
insured,  which has materially and adversely  interfered,  or may materially and
adversely  interfere,  with the operation of Pure  Vision's or any  Subsidiary's
business,  or (c) to the best knowledge of Pure Vision, any event,  condition or
state of facts,  including,  without  limitation,  the  enactment,  adoption  or
promulgation of any law, rule or regulation,  the occurrence of which materially
and adversely  does or would affect the results of operations or the business or
financial  condition of Pure Vision or any Subsidiary;  it being  understood and
acknowledged that Pure Vision has been substantially reducing its operations for
some time.

     3.14  Litigation.  (a)  Except as set forth in Item 3.14 of the  Disclosure
Schedule,  there is no claim, dispute, action, suit, proceeding or investigation
pending or, to the  knowledge of Pure Vision,  threatened,  against or affecting
the business of Pure Vision or any  Subsidiary,  or challenging  the validity or
propriety  of the  transactions  contemplated  by this  Agreement,  at law or in
equity or  admiralty  or before  any  federal,  state,  local,  foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of Pure Vision, has any such claim, dispute,  action, suit, proceeding
or  investigation  been pending or  threatened,  during the 12-month  period pre
ceding the date  hereof;  (b) there is no  outstanding  judgment,  order,  writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality,  against or materially affecting the business of Pure Vision
or any  Subsidiary;  and (c) neither Pure Vision nor any Subsidiary has received
any written or verbal inquiry from any federal,  state, local,  foreign or other
governmental authority,  board, agency, commission or instrumentality concerning
the possible violation of any law, rule or regulation or any matter disclosed in
respect of its business.


                                       13

<PAGE>


     3.15 Insurance. Pure Vision and the Subsidiaries maintain insurance against
all risks  customarily  insured  against by companies in its industry.  All such
policies  are in  full  force  and  effect,  and  neither  Pure  Vision  nor any
Subsidiary  has  received  any notice  from any  insurance  company  suspending,
revoking,  modifying or canceling  (or  threatening  such action) any  insurance
policy issued to Pure Vision.

     3.16 Certificate of Incorporation and By-laws;  Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
Pure Vision and each  Subsidiary,  and all amendments to each are true,  correct
and complete.  The minute books of Pure Vision and each Subsidiary  contain true
and  complete  records of all meetings and consents in lieu of meetings of their
respective Board of Directors (and any committees thereof), or similar governing
bodies, since the time of their respective organization. The stock books of Pure
Vision and each Subsidiary are true, correct and complete.

     3.17  Employee  Benefit  Plans.  Except  as set  forth in Item  3.17 of the
Disclosure Schedule,  neither Pure Vision nor any Subsidiary maintains,  nor has
Pure Vision or any Subsidiary maintained in the past, any employee benefit plans
("as defined in Section 3(3) of the "ERISA"), or any plans, programs,  policies,
practices, arrangements or contracts (whether group or individual) providing for
payments,  benefits  or  reimbursements  to  employees  of  Pure  Vision  or any
Subsidiary,  former  employees,  their  beneficiaries and dependents under which
such employees, former employees, their beneficiaries and dependents are covered
through an  employment  relationship  with Pure Vision,  any  Subsidiary  or any
entity  required to be  aggregated in a controlled  group or affiliated  service
group with Pure Vision for  purposes of ERISA or the  Internal  Revenue  Code of
1986 (the "Code") (including, without limitation, under Section 414(b), (c), (m)
or (o) of the Code or Section 4001 of ERISA,  at any relevant time ("Pure Vision
Benefit Plans").

     3.18 Patents;  Trademarks and Intellectual  Property  Rights.  Each of Pure
Vision and the  Subsidiaries  owns or possesses  sufficient  legal rights to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  Internet web site(s)  proprietary  rights and processes
necessary  for its  business  as now  conducted  without  any  conflict  with or
infringement of the rights of others. There are no outstanding options, licenses
or agreements of any kind relating to the foregoing, and neither Pure Vision nor
any  Subsidiary is bound by, or a party to, any options,  licenses or agreements
of any kind with respect to the patents, trademarks, service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

     3.19  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby have been carried out by Pure Vision directly
with the Sellers without the intervention of any Person on behalf of Pure Vision
in such a manner as to give rise to any valid  claim by any Person  against  any
Seller for a finder's fee, brokerage commission or similar payment.

     3.20  Subsidiaries.  Item 3.20 of the Disclosure  Statements sets forth all
the Subsidiaries of Pure Vision. All the outstanding shares of capital stock of,
or other equity  interests in, each such subsidiary have been validly issued and
are fully paid and non-assessable and are owned directly or


                                       14

<PAGE>


indirectly  by Pure  Vision,  free and  clear of all Liens and free of any other
restriction  (including any  restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests).  Each Subsidiary of
Pure Vision is wholly owned by Pure Vision.

     3.21 Purchase for Investment.

     (a) Such Seller is acquiring  the Company  Shares for  investment  for such
Seller's  own account and not as a nominee or agent,  and not with a view to the
resale or  distribution  of any part  thereof,  and such  Seller  has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same.  Such Seller  further  represents  that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
a  participation  to such person or to any third person,  with respect to any of
the Company Shares.

     (b) Such  Seller  understands  that the Company  Shares are not  registered
under  the Act on the  ground  that  the  sale and the  issuance  of  securities
hereunder  is exempt from  registration  under the Act  pursuant to Section 4(2)
thereof, and that the Company's reliance on such exemption is predicated on such
Seller's  representations  set  forth  herein.  Such  Seller  is an  "accredited
investor" as that term is defined in Rule 501(a) of Regulation D under the Act.

     3.22 Investment  Experience.  Such Seller acknowledges that it can bear the
economic  risk of its  investment,  and has such  knowledge  and  experience  in
financial and business  matters that it is capable of evaluating  the merits and
risks of the investment in the Company Shares.

     3.23 Information.  The Sellers have carefully  reviewed such information as
each Seller deemed necessary to evaluate an investment in the Company Shares. To
the full  satisfaction of each Seller,  it has been furnished all materials that
it has requested  relating to the Company and the issuance of the Company Shares
hereunder, and each Seller has been afforded the opportunity to ask questions of
representatives of the Company to obtain any information necessary to verify the
accuracy of any  representations  or  information  made or given to the Sellers.
Notwithstanding  the foregoing,  nothing herein shall derogate from or otherwise
modify the  representations  and  warranties  of the  Company  set forth in this
Agreement,  on which each of the Sellers has relied in making an exchange of the
Pure Vision Shares of the Company Shares.

     3.24 Restricted Securities. Such Seller understands that the Company Shares
may not be sold,  transferred,  or  otherwise  disposed of without  registration
under  the  Act or an  exemption  there  from,  and  that in the  absence  of an
effective  registration  statement  covering the Company Shares or any available
exemption  from  registration  under the Act,  the  Company  Shares must be held
indefinitely.  Such  Seller is aware  that the  Company  Shares  may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about the Company.

                                   ARTICLE IV

                                 INDEMNIFICATION


                                       15

<PAGE>



     4.1 Indemnity of Sellers. The Company agrees to defend,  indemnify and hold
harmless each Seller from and against, and to reimburse each Seller with respect
to, all liabilities,  losses, costs and expenses, including, without limitation,
reasonable  attorneys' fees and  disbursements,  asserted against or incurred by
such Seller by reason of,  arising out of, or in  connection  with any  material
breach of any representation or warranty contained in this Agreement made by the
Company or in any document or certificate  delivered by the Company  pursuant to
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated thereby.

     4.2  Indemnity  of the Company.  Each of the Sellers  agrees to jointly and
severally defend,  indemnify and hold harmless the Company from and against, and
to reimburse  the Company with respect to, all  liabilities,  losses,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements, asserted against or incurred by such Seller by reason of, arising
out of, or in  connection  with any  material  breach of any  representation  or
warranty  contained in this Agreement and made by the Company or in any document
or  certificate  delivered  by the Company  pursuant to the  provisions  of this
Agreement or in connection with the transactions contemplated thereby.

     4.3 Indemnification Procedure.

     A party (an "Indemnified Party") seeking  indemnification shall give prompt
notice  to  the  other  party  (the  "Indemnifying  Party")  of  any  claim  for
indemnification  arising under this Article 4. The Indemnifying Party shall have
the right to assume and to control  the  defense of any such claim with  counsel
reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own
cost and expense,  including the cost and expense of reasonable  attorneys' fees
and  disbursements  in  connection  with  such  defense,   in  which  event  the
Indemnifying  Party shall not be obligated to pay the fees and  disbursements of
separate  counsel  for such in such  action.  In the event,  however,  that such
Indemnified Party's legal counsel shall determine that defenses may be available
to such  Indemnified  Party  that are  different  from or in  addition  to those
available to the Indemnifying  Party, in that there could reasonably be expected
to be a conflict  of  interest if such  Indemnifying  Party and the  Indemnified
Party have common counsel in any such  proceeding,  or if the Indemnified  Party
has not assumed the defense of the action or proceedings, then such Indemnifying
Party may employ separate counsel to represent or defend such Indemnified Party,
and the  Indemnifying  Party shall pay the reasonable fees and  disbursements of
counsel for such  Indemnified  Party. No settlement of any such claim or payment
in connection with any such  settlement  shall be made without the prior consent
of the Indemnifying Party which consent shall not be unreasonably withheld.

                                    ARTICLE V

                                   DELIVERIES

     5.1 Items to be  delivered  to Pure  Vision  prior to or at  Closing by the
Company.

     (a) articles of incorporation and amendments thereto, bylaws and amendments
thereto, certificate of good standing in the Company's state of incorporation;


                                       16

<PAGE>


     (b) all applicable schedules hereto;

     (c) all  minutes  and  resolutions  of board of  director  and  shareholder
meetings in possession of the Company;

     (d) shareholder list;

     (e) all financial statements and tax returns in possession of the Company;

     (f) copies of all SEC filings;

     (g) resolution from the Company's current directors appointing designees of
Pure Vision to the Company's Board of Directors;

     (h)  letters  of  resignation  from  the  Company's  current  officers  and
directors to be effective upon Closing and after the  appointments  described in
this section;

     (i) certificates  representing  3,513,488 shares of the Company's $.001 par
value common  stock  issued in the  denominations  as set forth  opposite  their
respective  names on  Schedule I to this  Agreement,  duly  authorized,  validly
issued, fully paid for and non-assessable;

     (j) wire in the amount of $100,000 for payment of debt owed to  Centralized
Escrow Systems, Inc. by Pure Vision on or before February 10, 2000; and, wire in
the amount of $100,000.00  as set forth in Section 1.1(d) on or before  February
14, 2000;

     (k) copies of board, and if applicable,  shareholder  resolutions approving
this transaction and authorizing the issuances of the shares hereto;

     (l) any other  document  reasonably  requested by Pure Vision that it deems
necessary for the consummation of this transaction

     5.2 Items to be  delivered  to the  Company  prior to or at Closing by Pure
Vision.

     (a) articles of incorporation and amendments thereto, bylaws and amendments
thereto, certificate of good standing in the Company's state of incorporation;

     (b) all applicable schedules hereto;

     (c) all  minutes  and  resolutions  of board of  director  and  shareholder
meetings in possession of the Company;

     (d) shareholder list;

     (e) all financial statements and tax returns in possession of the Company;


                                       17

<PAGE>



     (f) resolution from Pure Vision' current directors  appointing designees of
Pure Vision to the Company's Board of Directors;

     (g)  certificates  representing  100% of Pure  Vision'  common stock as set
forth  opposite their  respective  names on Schedule I to this  Agreement,  duly
authorized, validly issued, fully paid for and non-assessable;

     (h) copies of board, and if applicable,  shareholder  resolutions approving
this transaction and authorizing the issuances of the shares hereto;

     (i) copies of Pure Vision' current business plan;

     (j) proof of ownership of the Internet site  "thegospel.com"  and copies of
all related contracts that in any fashion affect the site;

     (k) any other  document  reasonably  requested by the Company that it deems
necessary for the consummation of this transaction

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

     6.1 Conditions  Precedent to Closing.  The obligations of the Parties under
this  Agreement  shall be and are  subject  to  fulfillment,  prior to or at the
Closing, of each of the following conditions:

     (a)  That  each  of the  representations  and  warranties  of  the  Parties
contained herein shall be true and correct at the time of the Closing date as if
such representations and warranties were made at such time;

     (b) That the Parties shall have performed or complied with all  agreements,
terms and conditions required by this Agreement to be performed or complied with
by them prior to or at the time of the Closing;

     (c) That the  Parties  shall be  satisfied  with the  results  of their due
diligence and review of the other books and records.

                                   ARTICLE VII

                                   TERMINATION

     7.1 Termination. This Agreement may be terminated at any time before or, at
Closing, by:

     (a) The mutual agreement of the Constituent Parties;


                                       18

<PAGE>


     (b) Any party if:

          (i) Any  provision of this  Agreement  applicable  to a party shall be
          materially untrue or fail to be accomplished;

          (ii) Any  legal  proceeding  shall  have been  instituted  or shall be
          imminently  threatening to delay, restrain or prevent the consummation
          of this Agreement; or

          (iii) The conditions precedence to Closing are not satisfied.

     (c) Upon  termination of this Agreement for any reason,  in accordance with
the terms and conditions set forth in this paragraph, each said party shall bear
all costs and  expenses as each party has  incurred and no party shall be liable
to the other.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1  Survival  of   Representations,   Warranties   and   Agreements.   All
representations  and  warranties  and  statements  made  by a  party  to in this
Agreement  or in any document or  certificate  delivered  pursuant  hereto shall
survive the Closing Date for so long as the  applicable  statute of  limitations
shall remain open.  Each of the parties hereto is executing and carrying out the
provisions of this  agreement in reliance upon the  representations,  warranties
and covenants and  agreements  contained in this  agreement or at the closing of
the  transactions  herein provided for and not upon any  investigation  which it
might  have  made  or  any  representations,  warranty,  agreement,  promise  or
information,  written or oral, made by the other party or any other person other
than as specifically set forth herein.

     8.2 Access to Books and  Records.  During  the  course of this  transaction
through  Closing,  each  party  agrees  to make  available  for  inspection  all
corporate  books,  records and assets,  and  otherwise  afford to each other and
their respective  representatives,  reasonable  access to all  documentation and
other  information  concerning the business,  financial and legal  conditions of
each other for the purpose of conducting a due diligence  investigation thereof.
Such due diligence  investigation  shall be for the purpose of  satisfying  each
party as to the business,  financial  and legal  condition of each other for the
purpose  of  determining  the   desirability   of   consummating   the  proposed
transaction.  The Parties  further  agree to keep  confidential  and not use for
their own benefit,  except in accordance  with this Agreement any information or
documentation obtained in connection with any such investigation.

     8.3  Further  Assurances.  If, at any time after the  Closing,  the parties
shall consider or be advised that any further  deeds,  assignments or assurances
in law or that any other things are  necessary,  desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm,  of record or  otherwise,  the title to any  property  or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary, desirable or proper to

                                       19

<PAGE>


vest, perfect or confirm title to such property or rights and otherwise to carry
out the purpose of this  Agreement,  and that the proper  officers and directors
the parties are fully authorized to take any and all such action.

     8.4 Notice.  All  communications,  notices,  requests,  consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such party by notice in the
manner provided herein:

     If to the Company:

                  C/O Beckman, Millman & Sanders LLP
                  116 John Street
                  New York, NY 10038
                  Attention: Steven Sanders
                  Tel: (212) 406-4700
                  Fax: (212) 406-3750

     If to the Sellers:

                  Catherine McGee
                  1615 N. El Camino Real, Suite G
                  San Clemente, CA  92672
                  Tel: (949) 492-1471
                  Fax: (949) 492-0457

     8.5 Entire  Agreement.  This  Agreement,  the  Disclosure  Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire  understanding  of the  parties  hereto  with  respect to its subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.

     8.6  Successors  and  Assigns.   This  Agreement  shall  be  binding  upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.

     8.7 Governing Law. This Agreement  shall in all respects be governed by and
construed in accordance  with the laws of the State of California are applicable
to  agreements  made and fully to be  performed  in such state,  without  giving
effect to conflicts of law principles.


                                       20

<PAGE>


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

     8.9 Construction.  Headings contained in this Agreement are for convenience
only and shall not be used in the  interpretation of this Agreement.  References
herein to Articles,  Sections and  Exhibits  are to the  articles,  sections and
exhibits,  respectively,  of this Agreement.  The Disclosure  Schedule is hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

     8.10 Severability. If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent  jurisdiction,  this Agreement shall be
interpreted  and  enforceable as if such provision were severed or limited,  but
only to the  extent  necessary  to  render  such  provision  and this  Agreement
enforceable.

     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the date first set forth above.

Area Investment and  Development  Company  Shareholder of Pure Vision  Internet,
Inc.

                                           Provided  wire transfer in the amount
                                           of $100,000.00 is received by the end
                                           of  business  on Feb.  10th  2000 and
                                           provided  that the wire  transfer  in
                                           the amount of $100,000.00 is received
                                           by the end of  business  on or before
                                           February  14,  2000  as  per  Section
                                           1.1(d).  In the event  either wire is
                                           not received this agreement  shall be
                                           null and void.

                                           By: /s/ Catherine McGee
                                               ---------------------------------
                                                   Catherine McGee
                                           Title: Shareholder

By: /s/ Rick Garson
    -----------------------
Name: Rick Garson
Title: President




                                       21

<PAGE>


                                   SCHEDULE 1



Seller's Name and Address Number
of Pure Vision Shares                           Number of Company Shares

Catherine McGee   3,000                          2,043,226 to the below
                                                   listed designees:


List of Designees:

Name                                    Number of Company Shares from
                                        Ms. McGee's 2,043,226

David Newren                                   255,492
Collie Christensen                             255,492
Venture-Net Partners, LP                       179,998
Steve Fanning                                    3,750
Phil Bernard                                     3,750
Kenneth E. Grubbs, Jr. Lit.D                     2,500
Brian Bobo                                       2,500
David Blachley                                   2,500
Dave Dawson                                        500
Danny and Ruth Brazeau                           1,000
Don Logan                                        1,000
David Culross, Jr                                6,000
Ken Shin                                        17,501
Alan W. Curtis, J.D                             33,783
Anthony Lee                                    255,492
Paul Hall, D.Min                               255,492
Aaron Andrews                                  255,492
Bruce Gammill                                  255,492
Catherine McGee                                255,492

List of  Designees to receive  stock  options of Seller from each price group of
175,000 in the following amounts:

David Newren                                   25,000 shares
Colie Christensen                              25,000 shares
Aaron Andres                                   40,000 shares
Bruce Gammill                                  40,000 shares
Catherine McGee                                40,000 shares
Anthony Lee                                     5,000 shares



                                       22


<PAGE>
                                    ADDENDUM
                                       TO
                            STOCK PURCHASE AGREEMENT

     Now comes,  Area  Development and Investment  Company,  a Utah  corporation
(whose name is to be changed to Maxx  International,  Inc.) and Catherine McGee,
an individual resident of the State of California,  the only signatories to that
certain Stock Purchase Agreement dated as of February , 2000 between them.

     Whereas the parties are in agreement that unavoidable  delays have occurred
to the closing of the agreements set forth in the Stock Purchase Agreement on or
before March 14, 2000, the parties hereto agree as follows:

     1. The time and date for the closing stated in the Stock Purchase Agreement
in paragraph 1.2 Time and Place of Closing. Shall be amended to read as follows:

     "The closing of the transaction  contemplated  hereby (the "Closing") shall
take place at the offices of the  Company's  counsel on or before March 21, 2000
(the  "Closing  Date") at 10:00 A.M.,  New York time,  or at such other place or
time as the Company and the Sellers may agree."

     2. All other provisions of the Stock Purchase Agreement, except as modified
by the change to the Closing Date, shall remain as stated and no other change is
intended by the parties hereto.

         EXECUTED THIS      DAY OF MARCH, 2000.
                       ----


Area Development and Investment Company
A Utah Corporation                                        Catherine McGee


By:   /s/ Rick Garson                           Signature:   /s/ Catherine McGee
      ---------------                                        -------------------

Name: Rick Garson
Title: President