Exhibit 10.2
                                                                    ------------

                            STOCK PURCHASE AGREEMENT


         STOCK PURCHASE AGREEMENT,  dated as of February 27, 2004 by and between
MILLENNIA TEA MASTERS,  INC., a company incorporated under the laws of the State
of Texas,  having an office  and  address  at 2591  Dallas  Parkway,  Suite 102,
Frisco,  TX 75034 (the "Company"),  and STEVEN IVESTER,  an individual having an
address at 12330 S.W. 53rd Street, Ft. Lauderdale, FL 33330 (the "Purchaser").

                                   WITNESSETH

         WHEREAS,   Iverson   approached   the  Company's   Board  of  Directors
independently  and  without  solicitation  on the part of the  Company or anyone
connected with the Company with an offer to purchase control of the Company, and

         WHEREAS,  certain  representations were made by Purchaser which induced
the Company's Board of Directors to sell a controlling  interest to Purchaser by
the issuance of newly issued shares in order to enhance shareholder value, and

         WHEREAS,  based  upon  said  representations  the  Company's  Board  of
Directors desire to issue to Purchaser 12,500,000 shares of the Company's common
stock (the "Shares"),  representing  approximately 88.2% of the Company's issued
and  outstanding  shares of the common  stock of the  Company,  on the terms and
conditions set forth in this Stock Purchase Agreement (the "Agreement"), and

         WHEREAS,  Purchaser  desires  to  buy  the  Shares  on  the  terms  and
conditions set forth herein, and

         NOW THEREFORE,  in consideration of the promises and respective  mutual
agreements herein  contained,  it is agreed by and between the parties hereto as
follows.

                                    ARTICLE I

                         SALE AND PURCHASE OF THE SHARES

         1.1 Sale of the Shares.  Upon the execution of this Agreement,  subject
to  the  terms  and   conditions   herein  set  forth,   on  the  basis  of  the
representations,  warranties and agreements herein  contained,  the Company will
issue and deliver the Shares to Purchaser who shall purchase the Shares from the
Company

         1.2 The  Closing.  The  purchase of the Shares  shall take place at the
office of the  Seller in  Frisco,  Texas or such other  place as  Purchaser  and
Seller may mutually agree on February 27, 2004.  Such date is herein referred to
as the "Closing Date".

         1.3 Instruments of Conveyance and Transfer. At the Closing Date, Seller
shall deliver a certificate or certificates representing the Shares to Purchaser
duly endorsed by the Seller to the Purchaser, in form and substance satisfactory
to Purchaser  ("Certificates"),  as shall be effective to vest in Purchaser  all
right, title and interest in and to all of the Shares.

         1.4  Consideration and Payment for the Shares. In consideration for the
Shares,  Purchaser  shall  pay to the  Seller a total  purchase  price of Twelve
Thousand Five  Hundred($12,500.00)  Dollars in U.S. currency ("Purchase Price").
Purchaser  shall pay to the Seller the  Purchase  Price in U.S.  Currency at the
Closing Date.


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                                    ARTICLE 2

           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

         The Company  represents,  warrants and  undertakes to the Purchaser the
following:

         2.1 Due  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Texas (a)
with full power and authority to own, lease, use, and operate its properties and
to carry on its  business as and where now owned,  leased,  used,  operated  and
conducted.  The Company has no  subsidiaries.  All actions  taken by the current
directors and stockholders of the Company have been valid and in accordance with
the laws of the State of Texas and all actions  taken by the  Company  have been
duly  authorized  by the current  directors and  stockholders  of the Company as
appropriate.

         2.2 (a) Company  Authority.  The Company  has all  requisite  corporate
power and  authority to enter into and perform this  Agreement and to consummate
the transactions contemplated herein.

         (b) Due Authorization.  The execution,  delivery and performance by the
         Company of this  Agreement has been duly and validly  authorized and no
         further consent or authorization of the Company, its Board of Directors
         or its stockholders is required.

         (c)  Valid  Execution.  This  Agreement  has  been  duly  executed  and
         delivered by the Company.

         (d) Binding Agreement.  This Agreement constitutes,  and upon execution
         and  delivery  thereof by the  Company,  will  constitute,  a valid and
         binding  agreement of the Company,  enforceable  against the Company in
         accordance with its terms.

         (e) No Violation of Corporate  Documents or  Agreements.  The execution
         and delivery of this  Agreement by the Company and the  performance  by
         the  parties  hereto of their  obligations  hereunder  will not  cause,
         constitute,  or conflict with or result in (i) any breach or violation,
         or give rise to a right of termination, cancellation or acceleration of
         any obligation or to loss of a material benefit under, or to increased,
         additional,  accelerated or guaranteed  rights or  entitlements  of any
         person under any of the  provisions  of, or constitute a default under,
         any license,  indenture,  mortgage,  charter,  instrument,  articles of
         incorporation,  bylaw, judgment,  order, decision, writ, injunction, or
         decree or other  agreement or  instrument  or  proceeding  to which the
         Company or its stockholders are a party, or by which they may be bound,
         nor will any consents or  authorizations  of any party other than those
         hereto by  required,  (ii) an event that would  cause the Company to be
         liable  to any  party,  or (iii)  an event  that  would  result  in the
         creation or imposition or any lien,  charge or encumbrance on any asset
         of the  Company or on the  securities  of the Company to be acquired by
         the Purchaser.

         2.3 Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.
As of the date  hereof,  the  authorized  capital of the  Company is  25,000,000
shares  of Common  Stock,  with a par value of  $0.001.  There is no  authorized
preferred  stock of any kind.  The issued and  outstanding  capital stock of the
Company is 1,730,939  shares of Common Stock. All of the shares of capital stock

<PAGE>

are duly authorized, validly issued, fully paid and non-assessable. No shares of
capital stock of the Company are subject to preemptive  rights or similar rights
of the stockholders of the Company or any liens or encumbrances  imposed through
the  actions or  failure to act of the  Company,  or  otherwise.  As of the date
hereof (i) there are no outstanding options,  warrants,  convertible securities,
scrip, rights to subscribe for, puts, calls, rights of first refusal,  tag-along
agreements,   nor  any  other  agreements,   understandings,   claims  or  other
commitments or rights of any character  whatsoever relating to, or securities or
rights  convertible  into or exchangeable for any shares of capital stock of the
Company,  or  arrangements  by which the Company is or may become bound to issue
additional  shares  of  capital  stock of the  Company,  and (ii)  there  are no
agreements or arrangements  under which the Company is obligated to register the
sale of any of its  securities  under the  Securities Act and (iii) there are no
anti-dilution or price adjustment provisions contained in any security issued by
the Company (or in the Company's  articles of incorporation or by-laws or in any
agreement  providing  rights to security  holders) that will be triggered by the
transactions  contemplated  by this  Agreement.  The  Company has  furnished  to
Purchaser true and correct copies of the Company's articles of incorporation and
by-laws.

         2.4 No Governmental Action Required.  The execution and delivery by the
Company of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any  governmental  body,  agency or  governmental  official,
including but not limited to, the Commission, the NASD, any Texas state security
commission,  except such  actions or filings that have been  undertaken  or made
prior to the date  hereof  and that will be in full  force and  effect (or as to
which all applicable  waiting periods have expired) on and as of the date hereof
or which are not required to be filed on or prior to the Closing Date.

         2.5  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Company of this  Agreement and the  performance by
the parties hereto of the transactions contemplated hereby does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the Company's  articles of  incorporation or
bylaws, or (iii) any agreement,  judgment,  injunction,  order,  decree or other
instrument binding upon the Company or any its assets, or result in the creation
or  imposition  of any  lien on any  asset of the  Company.  The  Company  is in
compliance  with  and  conforms  to  all  statutes,  laws,  ordinances,   rules,
regulations,  orders,  restrictions  and all  other  legal  requirements  of any
domestic  or  foreign   government  or  any   instrumentality   thereof   having
jurisdiction  over  the  conduct  of  its  businesses  or the  ownership  of its
properties.

         2.6 SEC Representations. Through the date hereof, the Company has filed
all forms,  reports and documents with the Commission required to be filed by it
pursuant  to  Section  15(d)  of  the  Securities  Exchange  Act of  1934  ("SEC
Reports").  True and  complete  copies of the  required  SEC  Reports  have been
delivered  to the  Purchaser  by the  Seller  and  are  incorporated  herein  by
reference.  Such  SEC  Reports,  at the time  filed,  complied  in all  material
respects with the  requirements of the federal and state securities laws and the
rules  and  regulations  of the  Commission  thereunder  applicable  to such SEC
Reports.  None of the SEC Reports,  including without limitation,  any financial
statements or schedules  included  therein,  contains any untrue  statement of a
material fact or omits to state a material  fact  necessary in order to make the
statements made, in light of the  circumstances  under which they were made, not
misleading.

         2.7 Financial Statements.  (a) The Purchaser has received a copy of the
audited  financial  statements of the Company for the fiscal year ended December
31, 2003 ("Audited Financial Statements"),  and the related statements of income
and  retained  earnings  for  the  period  then  ended.  The  Audited  Financial
Statements have been prepared in accordance with generally  accepted  accounting
principles   consistently   followed  by  the  Company  throughout  the  periods

<PAGE>

indicated.  Such financial  statements fairly present the financial condition of
the Company at the dates indicated and its results of their  operations and cash
flows for the periods then ended and, except as indicated  therein,  reflect all
claims against, debts and liabilities of the Company,  fixed or contingent,  and
of whatever  nature.  (b) Since  December 31, 2003 (the  "Balance  Sheet Date"),
there has been no material  adverse change in the assets or  liabilities,  or in
the  business  or  condition,  financial  or  otherwise,  or in the  results  of
operations or prospects, of the Company,  whether as a result of any legislative
or regulatory change,  revocation of any license or rights to do business, fire,
explosion,  accident,  casualty,  labor trouble,  flood,  drought,  riot, storm,
condemnation,  act of God,  public  force or otherwise  and no material  adverse
change in the assets or liabilities, or in the business or condition,  financial
or otherwise, or in the results of operation or prospects, of the Company except
in the  ordinary  course of  business.  (c) Since the Balance  Sheet  Date,  the
Company has not suffered any damage,  destruction  or loss of physical  property
(whether or not covered by  insurance)  affecting  its  condition  (financial or
otherwise) or operations  (present or prospective),  nor has the Company issued,
sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of,
any  capital  stock or any other  security of the Company and has not granted or
agreed  to grant any  option,  warrant  or other  right to  subscribe  for or to
purchase any capital stock or any other  security of the Company or has incurred
or agreed to incur any indebtedness for borrowed money.

         2.8 No  Litigation.  The  Company  is not a party to any suit,  action,
arbitration,  or legal,  administrative,  or other  proceeding,  or  pending  or
threatened  governmental  investigation.  The  Company  is not  subject to or in
default with respect to any order, writ,  injunction,  or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.

         2.9 No Taxes.  The Company is not,  and will not become with respect to
any  periods  ending on or prior to the  Closing  Date,  liable for any  income,
sales, withholding,  franchise, excise, license, real or personal property taxes
(a "Tax") to any foreign,  United States  federal,  state or local  governmental
agencies whatsoever, including without limitation, in respect of the forgiveness
of debt to be made by the  Seller on or prior to the  Closing  Date.  All United
States federal, state, county,  municipality local or foreign income Tax returns
and all other  material Tax returns  (including  information  returns)  that are
required, or have been required, to be filed by or on behalf of the Company have
been or will be filed as of the Closing  Date and all Taxes due pursuant to such
returns or pursuant to any assessment  received by the Company have been or will
be paid as of the Closing Date. The charges,  accruals and reserves on the books
of the  Company  in  respect of taxes or other  governmental  charges  have been
established in accordance  with GAAP. All returns that have been filed or lodged
relating  to Tax are true and  accurate  in all  material  respects.  No  audit,
action,  suit,  proceeding or other  examination  regarding  taxes for which the
Company may have any liability is currently  pending  against or with respect to
the Company and neither  Seller or Company has received any notice  (formally or
informally) of any audit,  suit,  proceeding or other  examination.  No material
adjustment  relating to any Tax returns,  no closing or similar  agreement  have
been entered into or issued or have been proposed  (formally or  informally)  by
any tax  authority  (insofar as such action relate to activities or income of or
could  result in  liability  of the Company for any Tax) and no basis exists for
any such actions.  The Company has not changed any election,  adopted or changed
any accounting  method or period,  filed any amended return for any Tax, settled
any claim or assessment of any Tax, or surrendered any right to claim any refund
of any  Tax,  or  consented  to any  extension  or  waiver  of  the  statute  of
limitations  for any Tax. The Company has not had an "ownership  change" as that
term is defined in Section 382 of the Internal  Revenue Code of 1986, as amended
and in effect.

         2.10 Material Agreements.  The Company is not currently carrying on any
business  and  is  not  a  party  to  any  contract,   agreement,   arrangement,

<PAGE>

understanding, lease (whether written or oral) or order that would subject it to
any obligations or restrictions  of any nature  whatsoever  after the closing of
the transactions contemplated by this Agreement. Without limiting the generality
of the foregoing:

         (a)      The Company does not have any employees or agents.

         (b)      The Company has no employment contracts or agreements with any
                  of its officers, directors, or with any consultants, employees
                  or other such parties.

         (c)      The Company has no stockholder contracts or agreements.

         (d)      The Company is not in default  under any contract or any other
                  document.

         (e)      The  Company has no written or oral  contracts  with any third
                  party except a transfer  agent  agreement  with the Securities
                  Transfer  Corporation  and a lease  agreement on its warehouse
                  space.

         (f)      The  Company  has no  outstanding  powers of  attorney  and no
                  obligations   concerning   the   performance   of  the  Seller
                  concerning this Agreement.

         (g)      The  Company  is not  required  to hold  and does not hold any
                  Permits  ("Permits"  means all licenses,  franchises,  grants,
                  authorizations,  permits,  easements,  variances,  exemptions,
                  consents, certificates, orders and approvals necessary to own,
                  lease and  operate  the  properties,  of,  and to carry on the
                  business of the Company).

         (h)      Neither  the  Company  nor, to the  Company's  knowledge,  any
                  employee  or agent of the  Company  has made any  payments  of
                  funds of the Company,  or received or retained  any funds,  in
                  each case in violation of any law,  rule or regulation or of a
                  character  required to be  disclosed  by the Company in any of
                  the SEC Reports.

         (i)      There are no outstanding judgments or UCC financing statements
                  or UCC securities  interests  filed against the Company or any
                  of its properties.

         (j)      The Company has no debt, loans, or obligations of any kind, to
                  any of its directors,  officers,  stockholders or employees or
                  third parties that will not be satisfied at the Closing Date.

         (k)      The  Company  does not own or lease,  and has  never  owned or
                  leased, any real estate or any interests in real estate, plant
                  or equipment  except its current  warehouse  space  located in
                  DeSoto,  Texas.  The Company does not own or license,  and has
                  never  owned  or  licensed,   any  patents,   copyrights,   or
                  trademarks.  The Company  does not  license  the  intellectual
                  property of others nor owe fees or royalties on the same.

         (l)      The Company has no outstanding  provisions for indemnification
                  of any person  with  respect to  liabilities  relating  to any
                  current or former  business of the Company or any  predecessor
                  person.

<PAGE>

         2.11 No Liabilities.  The Company will not have any debt, liability, or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and  whether  due or to  become  due that  are not  reflected  on its  financial
statements.

         2.12 OTC Listing.  The Company is currently  listed on the OTC Bulletin
Board under the trading symbol "MTEM".

         2.13 Compliance with Law. To the best of its knowledge, the Company has
complied  with,  and is not in violation of any provision of laws or regulations
of federal,  state or local  government  authorities and agencies.  There are no
pending or threatened  proceedings against the Company by any federal,  state or
local government, or any department, board, agency or other body thereof.

         2.14 Corporate Documents Effective.  The articles of incorporation,  as
amended,  and the bylaws of the Company,  as provided to Purchaser  are, in full
force and  effect  and all  actions of the Board of  Directors  or  stockholders
required to accomplish same have been taken.

         2.15 No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the  stockholders  of the
Company  under  the Texas  Business  Corporation  Act  ("TBCA"),  the  Company's
articles of incorporation or bylaws, or any other requirement of law.

         2.16 No Dissenters'  Rights. The acquisition of the Shares by Purchaser
from Seller and the other  transactions  contemplated by this Agreement will not
give rise to any dissenting  stockholders'  rights under the TBCA, the Company's
articles of incorporation or bylaws, or otherwise.

         2.17 Not  Subject  to Voting  Trust.  None of the Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar instrument with respect to such Shares. The Company
is not a party to any agreement that offers or grants to any person the right to
purchase  or  acquire  any of the  securities  to be  issued  pursuant  to  this
Agreement. There is no applicable local, state or federal law, rule, regulation,
or decree which would,  as a result of the transfer of the Shares to  Purchaser,
impair, restrict or delay any voting rights with respect to the Shares.

         2.18 Prior Offerings.  All issuances by the Company of shares of Common
Stock in past transactions  have been legally and validly  effected,  and all of
such  shares of  Common  Stock are  fully  paid and  non-assessable.  All of the
offerings of the Company's Common Stock were conducted in strict accordance with
the  requirements  of  Regulation D, Rules 504 and 506, as  applicable,  in full
compliance  with  the  requirements  of the  Securities  Act of 1933 and in full
compliance with and according to the  requirements of the TBCA and the Company's
articles of incorporation and bylaws.

         2.19 True Representations.  The information heretofore furnished by the
Company to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Seller or the Company to the  Purchaser  will not (in each case
taken  together  and on the date as of which  such  information  is  furnished),
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein, in the light of the
circumstances under which they are made, not misleading.

         2.20 Complete  Books and Records.  The  Certificates  and all corporate
records and documents of Company  (which have been made available for inspection
by Purchaser prior to the date hereof) are true and complete in all respects.

<PAGE>

         2.21 Corporate Name. The Company (i) has the exclusive right to use the
name  "Millennia  Tea  Masters,  Inc."  as  the  name  of a  corporation  in any
jurisdiction  in which the Company  does  business and (ii) has not received any
notice of  conflict in the past with  respect to the rights of others  regarding
the corporate name of the Company.  To the knowledge of the Seller, no person is
presently  authorized  by the  Seller  or the  Company  to use  the  name of the
Company.  Seller  has  previously  made  available  to  Purchaser  copies of any
documents in the  possession of the Seller  granting any  authorizations  of the
type referred to in the previous sentence.

         2.22 Complete Shareholder List. The list of shareholders of the Company
and their  respective  holdings of shares in the Company to be  delivered to the
Purchaser at the Closing Date is  complete,  true,  accurate and complete in all
respects.

         2.23 Survival.  The  representations and warranties herein with respect
to the Company  will be true and correct in all  material  respects on and as of
the Closing  Date with the same force and effect as though said  representations
and  warranties had been made on and as of the Closing Time and will survive the
Closing  Date  for a  period  of ONE  (1)  year,  provided,  however,  that  the
representations  and  warranties  set out at  Section  3.1 and 3.2  shall not be
limited by this  Section  3.24 and the  representation  and  warranty set out at
Section 3.9 shall survive for all applicable statutes of limitations.

                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Unless specifically stated otherwise, Purchaser represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         3.1  Agreement's  Validity.  This  Agreement has been duly executed and
delivered by Purchaser and constitutes a legal,  valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable  bankruptcy,  insolvency or similar laws  affecting
creditors' rights generally or the availability of equitable remedies.

         3.2  Investment  Intent.  Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any  distribution of all or any part thereof,  except (i) in
an offering covered by a registration  statement filed with the Commission under
the  Securities  Act  covering  the Shares,  or (ii)  pursuant to an  applicable
exemption under the Securities Act.

         3.3 Restricted  Securities.  Purchaser understands that the Shares have
not been  registered  pursuant to the  Securities  Act or any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without registration under the Securities Act or an exemption therefrom. In this
connection,  Purchaser  represents that it is familiar with Rule 144 promulgated
under the Securities  Act, as currently in effect,  and  understands  the resale
limitations   imposed   thereby  and  by  the  Securities   Act.  Stop  transfer
instructions  may be issued to the transfer  agent for securities of the Company
(or a  notation  may be made  in the  appropriate  records  of the  Company)  in
connection with the Shares.

         3.4  Legend.  It  is  agreed  and  understood  by  Purchaser  that  the
Certificates  representing the Shares shall each  conspicuously set forth on the
face or back thereof a legend in substantially the following form:

<PAGE>

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED
         OR  HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
         STATEMENT AS TO THE  SECURITIES  UNDER SAID ACT OR PURSUANT TO
         AN  EXEMPTION  FROM  REGISTRATION  OR AN  OPINION  OF  COUNSEL
         SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
         REQUIRED.

         3.5 Disclosure of Information.  Purchaser acknowledges that it has been
furnished  with  information  regarding  the Company and its  business,  assets,
results of  operations,  and financial  condition to allow  Purchaser to make an
informed decision  regarding an investment in the Shares.  Purchaser  represents
that it has had an opportunity to ask questions of and receive  answers from the
Company  regarding the Company and its business,  assets,  results of operation,
and financial condition.

         3.6 Affirmation of No Solicitation.  Purchaser  affirms that he was not
solicited  by Seller to enter into this  Agreement  and further  affirms that he
approached the Company's Board of Directors with an offer to purchase control of
the Company on an unsolicited basis.

                                    ARTICLE 4
                                 INDEMNIFICATION

         4.1 The Company  shall be liable for and hereby agrees to indemnify and
hold  harmless  the  Purchaser  against any Losses  joint or  several,  to which
Purchaser  and/or the Company may become subject under the  Securities  Act, the
Securities  Exchange Act, any state or federal law,  statutory or common law, or
otherwise insofar as such losses,  claims, damages or liabilities (or actions or
proceedings,  whether  commenced or threatened,  in respect thereof) arise from,
relate to or are otherwise in respect of the execution of this Agreement and the
performance  of  the  transactions  contemplated  herein.  Such  indemnity  will
include,  without limitation  whatsoever,  indemnification for Losses that arise
from, relate to or are otherwise in respect of:

         (a)      the inaccuracy of any warranty or representation  contained in
                  this Agreement,  or any omission or alleged  omission to state
                  therein a  material  fact  required  to be stated  therein  or
                  necessary to make the statements therein not misleading;

         (b)      any breach of any  covenant of the Company  contained  in this
                  Agreement; or

         (c)      the  Company or its assets or  liabilities  to the extent that
                  such Losses relate to events, occurrences, actions, omissions,
                  facts or  circumstances  occurring  or  existing  prior to the
                  Closing Date.

This    indemnification   will   include,    without   limitation    whatsoever,
indemnification  for all  liabilities  for taxes of the  Company for all periods
ending on or prior to the  Closing  Date and all taxes for the  Company  for all
periods  ending  on or  prior  to the  Closing  Date.  Seller  will in  addition
reimburse  Purchaser  and  the  Company  for any  legal  or any  other  expenses
reasonably  incurred by Purchaser in connection with  investigating or defending
any such loss, claim,  liability,  action or proceeding.  The indemnity provided
for in this Section 5.1 shall remain in full force and effect  regardless of any
investigations  made by or on behalf of Purchaser  and shall survive the Closing
for a period of one year,  and with  respect to any tax, for the duration of any
applicable  statute of limitations.  As used in this Section 5.1, "Losses" means
any  loss,  claim,  demand,  damage,  award,   liabilities,   suits,  penalties,
forfeitures,  cost  or  expense  (including,   without  limitation,   reasonable
attorneys',  consultant and other  professional  fees and disbursements of every
kind, nature and description).

<PAGE>

         4.2  All  indemnification  payments  required  to be  made  under  this
Agreement  shall be made on an  after-tax  basis,  meaning that any such payment
shall be increased to account for the  imposition of any tax resulting  from the
receipt or accrual of such indemnity payment,  such that the net amount received
by the  indemnified  party or parties is equal to the full amount of the payment
prior to the imposition of and adjustment for such taxes.

                                    ARTICLE 5
            CLOSING ,DELIVERY OF DOCUMENTS AND POST CLOSING COVENANTS

         5.1 Closing.  The Closing Date shall be held on or before  February 27,
2004.  The  Closing  Date shall  occur as a single  integrated  transaction,  as
follows.

         (m)      Delivery by Company. Company shall deliver to Purchaser:

                  (i)      copies of board resolutions by the Board of Directors
                           of the Company  approving the terms of this Agreement
                           and the execution of the Agreement by the Company.

                  (ii)     copies of all books,  records and documents  relating
                           to the Company;

                  (iii)    a  certified  copy  of  the  list  of  the  Company's
                           shareholders and their respective  holdings of shares
                           in the Company as of the Closing Date;

                  (iv)     any   other   such    instruments,    documents   and
                           certificates  as  are  required  to be  delivered  by
                           Company  or  its  representatives   pursuant  to  the
                           provisions of this Agreement; and

                  (v)      the   Certificates   to   Purchaser  as  directed  by
                           Purchaser.

         (n)      Delivery by Purchaser

                  (i)      The  Purchaser  shall pay to the Seller the  Purchase
                           Price of $12,500.00  Dollars in U.S. currency by wire
                           transfer to a bank account  designated  in writing by
                           the  Company  or  by  delivery  of  a  certified   or
                           cashier's check.

         (o)      Post-Closing Actions

                  (i)      Immediately  upon  the  Closing  Date,  the  Board of
                           Directors  of the  Company  shall  resolve to appoint
                           Steven  Ivester as a  director  of the  Company  with
                           immediate effect;

                  (ii)     Following the  appointment  of Steven  Ivester to the
                           Board of Directors of the Company,  and following the
                           filling  and  mailing to  shareholders  of a Schedule
                           14F-1 Information Statement, the current officers and
                           directors of the Company  shall resign from the Board
                           of Directors and as officers of the Company.

                                    ARTICLE 6
                              AMENDMENT AND WAIVER

<PAGE>

         6.1 Waiver. Any term, provision, covenant, representation,  warranty or
condition  of this  Agreement  may be waived,  but only by a written  instrument
signed by the party  entitled to the benefits  thereof.  The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any  provision  hereof shall in no manner
operate as a waiver of or affect such  party's  right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant,  representation or warranty contained in this Agreement, in
any one or more  instances,  shall be deemed to be or  construed as a further or
continuing  waiver  of any such  condition  or  breach  or  waiver  of any other
condition of the breach of any other term, provision,  covenant,  representation
or warranty.  No  modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.

                                    ARTICLE 7
                             POST CLOSING COVENANTS

         7.1 Merger.  Subject to entering  into  binding  agreements,  Purchaser
intends to cause the  Company  to  acquire  two non  affiliated  companies  with
potential for annual revenues exceeding $5MM.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding  of the  parties  hereto  with  respect  to the  transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understanding  related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the  transactions  contemplated  hereby,  and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         8.2 Notices. Any notice or communications  hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be  notified,  postage  prepaid and  registered  or  certified  mail with return
receipt requested or by delivering same in person.  Such notices shall be deemed
to have been received on the date on which it is hand  delivered or on the third
business  day  following  the date on which it is to be mailed.  For  purpose of
giving notice, the addresses of the parties shall be:

                  If to Company:
                                    Kevin B. Halter
                                    2591 Dallas Parkway, #102
                                    Frisco, TX 75034
                                    Fax: 469-633-0099

                  If to Purchaser to:

                                    Steven Ivester
                                    12330 S.W. 53rd Street
                                    Ft. Lauderdale, FL 33330 954-434-5627
                                    Fax: 305-365-3963

<PAGE>

         8.3 Governing  Law..  This Agreement shall be governed in all respects,
including validity, construction,  interpretation and effect, by the laws of the
State of Texas (without regard to principles of conflicts of law).

         8.4  Consent to  Jurisdiction.  Each party  irrevocably  submits to the
exclusive jurisdiction of the appropriate state or federal court in the state of
Texas for the purposes of any suit,  action or other  proceeding  arising out of
this Agreement or any transaction  contemplated  hereby or thereby.  The parties
agree that any service of process to be made  hereunder may be made by certified
mail, return receipt requested,  addressed to the party at the address appearing
in Section 9.2,  together with a copy to be delivered to such party's  attorneys
via telecopier (if provided in Section 9.2).  Such service shall be deemed to be
completed when mailed and sent and received by Telecopier. Company and Purchaser
each  waives  any  objection  based on  forum  non-conveniens.  Nothing  in this
paragraph  shall affect the right of Company or Purchaser to serve legal process
in any other manner permitted by law.

         8.5 Counterparts.  This Agreement may be executed by the parties hereto
in separate  counterparts each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

         8.6 Waivers and Amendments;  Non-Contractual Remedies;  Preservation of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed,  or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede,  cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms  hereof,  as the case may be. No delay on the part
of any party in exercising any right,  power or privilege  shall hereunder shall
operate  as a waiver  thereof,  nor shall any waiver on the part of any party of
any such right,  power or  privilege,  or any single or partial  exercise of any
such right,  power of privilege,  preclude any further  exercise  thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may  otherwise  have at law or in equity.  The rights and  remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation,  warranty, covenant or agreement contained in this
Agreement  shall  in no way be  limited  by the fact  that  the  act,  omission,
occurrence  or other state of facts upon which any claim of any such  inaccuracy
or  breach  is  based  may  also be the  subject  of any  other  representation,
warranty,  covenant or agreement  contained in this  Agreement  (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

         8.7  Binding  Effect;  No  Assignment,   No  Third-Party  Rights.  This
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their  respective  successors  and  permitted  assigns.  This  Agreement  is not
assignable without the prior written consent of each of the parties hereto or by
operation of law. This  Agreement is for the sole benefit of the parties  hereto
and their permitted  assigns,  and nothing herein,  expressed or implied,  shall
give or be construed to give to any person,  including any union or any employee
or former  employee  of  Seller,  any legal or  equitable  rights,  benefits  or
remedies of any nature  whatsoever,  including any rights of employment  for any
specified period, under or by reason of this Agreement.

         8.8 Further  Assurances.  Each party shall, at the request of the other
party,  at any time and from time to time  following  the Closing Date  promptly
execute and deliver,  or cause to be executed and delivered,  to such requesting
party all such further  instruments  and take all such further  action as may be
reasonably  necessary or  appropriate to carry out the provisions and intents of
this Agreement and of the instruments delivered pursuant to this Agreement.

<PAGE>

         8.9 Severability of Provisions.  If any provision or any portion of any
provision of this  Agreement  or the  application  of any such  provision or any
portion  thereof  to any  person  or  circumstance,  shall  be held  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of the Agreement,  or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be
affected  thereby and such  provision or portion of any  provision as shall have
been held invalid or  unenforceable  shall be deemed  limited or modified to the
extent  necessary  to make it valid  and  enforceable,  in no event  shall  this
Agreement be rendered void or unenforceable.

         8.10  Exhibits and  Schedules.  All exhibits  annexed  hereto,  and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein.  Any matter disclosed on any schedule referred
to herein shall be deemed also to have been  disclosed  on any other  applicable
schedule referred to herein.

         8.11  Captions.  All  section  titles  or  captions  contained  in this
Agreement  or in any schedule or exhibit  annexed  hereto or referred to herein,
and the table of contents to this Agreement, are for convenience only, shall not
be  deemed  a part of this  Agreement  and  shall  not  affect  the  meaning  or
interpretation  of this  Agreement.  All references  herein to sections shall be
deemed  references  to such parts of this  Agreement,  unless the context  shall
otherwise require.

         8.12  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  whether or not the Closing Date occurs,  each party hereto shall pay
its own expenses  incidental to the preparation of this Agreement,  the carrying
out  of  the  provisions   hereof  and  the  consummation  of  the  transactions
contemplated.  For the avoidance of doubt, any fees and expenses incurred by the
Seller or the Company in connection  with  entering into this  Agreement and the
transactions  contemplated  hereby  shall  be  paid  by the  Seller  and not the
Company.

         8.14 Public Announcements. The parties agree to consult with each other
before  issuing any press  release or making any public  statement or completing
any  public  filing  with  respect  to  this   Agreement  or  the   transactions
contemplated  hereby and,  except as may be required  by  applicable  law or any
listing  agreement with any national  securities  exchange or quotation  system,
will not issue any such press release or make any such public statement prior to
consultation.

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

                                 STEVEN IVESTER



                                 By: /s/ Steven Ivester
                                    -------------------


                                 MILLENNIA TEA MASTERS, INC.



                                 By /s/ Kevin B. Halter  - President
                                 ----------------------