MIRAGE COMPUTERS, INC.
                          STOCK EXCHANGE AGREEMENT


     This Stock Exchange Agreement (the "Agreement") is made and entered into
as  of  this 6th day of January 2000, by and between Capital Growth, LLC,  an
Island of Nevis Limited Liability Company, (hereinafter referred to as  "CG")
and Mirage Computers, Inc., a Nevada corporation, (hereinafter referred to as
"Mirage").

                                  RECITALS

      WHEREAS, CG currently holds 3,500,000 shares of Mirage Computers,  Inc.
common  stock ("Common Stock") which it purchased from two of Mirage's  major
stockholders  pursuant  to  certain stock  purchase  agreements  (the  "Stock
Purchase  Agreements"),  a  copy  of each agreement  is  attached  hereto  as
Exhibits A and B.

      WHEREAS,  the  Common Stock is subject to a certain  Lock-Up  Agreement
dated October 25, 1999 (the "Lock-Up Agreement"), a copy of which is attached
hereto as Exhibit C; and

      WHEREAS,  CG  and  Mirage desire to exchange all of  the  Common  Stock
subject  to the Lock-Up Agreement with 144 restricted common stock of  Mirage
subject to the terms and conditions set forth in this Agreement.

                           AGREEMENT

      NOW  THEREFORE,  in  consideration  of  the  Recitals  and  the  mutual
covenants, conditions, representations and warranties hereinafter set  forth,
the parties agree as follows:

1.   Exchange  of  Common  Stock.  Effective as of the  Closing  (as  defined
     below)  CG will surrender to Mirage, a certificate(s) totaling 3,500,000
     shares  of  Mirage's  Common  Stock (the "Certificates").   Mirage  will
     immediately cancel the 3,500,000 shares of Common Stock and issue 750,000
     shares of restricted common stock to CG pursuant to the following:

          On  the  date  of  the  Closing,  Mirage  shall  deliver  to  CG  a
          certificate   for  Five  Hundred  Thousand  (500,000)   shares   of
          restricted common stock.

          Mirage  shall  issue  a certificate for an additional  Two  Hundred
          Fifty  Thousand (250,000) shares of restricted common stock  to  CG
          when CG fulfills its obligation under the Stock Purchase Agreements
          including  but  not  limited to the payment of  certain  promissory
          notes  in  the principal amounts of $183,000 and $118,000, together
          with accrued interest.


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                           MIRAGE COMPUTERS, INC.
                          STOCK EXCHANGE AGREEMENT

2.   Securities  Law  Compliance. This Agreement, the offer, issue,  exchange
     and delivery of the Common Stock under the circumstances contemplated by
     this  Agreement constitutes or will constitute, as the case may  be,  an
     exempted  transaction under the Securities Act of 1933, as  amended  and
     now  in  effect (the "Act"), and registration of the Common Stock  under
     the  Act  is  not  required. Mirage shall make such filings  as  may  be
     necessary  to comply with the Federal securities laws and the  Blue  Sky
     laws  of any state, which filings will be made in a timely manner  prior
     to the exchange of the Common Stock.

3.   Investment  Representations.  CG  represents  and  agrees  that  it   is
     acquiring  the  Common Stock for its own account, not as  a  nominee  or
     agent, for investment and not with a view to or for resale in connection
     with, any distribution or public offering thereof within the meaning  of
     the  Act,  except pursuant to an effective registration statement  under
     the Act.

4.   Access  to  Information. CG represents that it has been given  full  and
     complete  access to Mirage for the purpose of obtaining such information
     as  CG  or  its  qualified  representative has reasonably  requested  in
     connection with the decision to exchange the Common Stock. CG represents
     that  it  has  been  afforded the opportunity to ask  questions  of  the
     officers  of  Mirage  regarding its business prospects  and  the  Common
     Stock,  all as CG or CG's qualified representative have found  necessary
     to make an informed investment decision to exchange the Common Stock.

5.   Accredited Investor. CG is an "accredited investor" as defined  in  Rule
     501(a)  under  the Act, and comes within at least one  category  as  set
     forth  in  said  Rule.  CG agrees to furnish any additional  information
     which Mirage deems necessary in order to verify that CG is an accredited
     investor.

6.   Restrictive Legends. It is understood that each certificate representing
     the  Common  Stock  and any other securities issued in  respect  of  the
     Common   Stock  upon  any  stock  split,  stock  dividend,   conversion,
     recapitalization, merger or similar event (unless no longer required  in
     the  opinion  of  counsel  for Mirage) shall  be  stamped  or  otherwise
     imprinted with legends substantially in the following form (in  addition
     to  any legend that may now or hereafter be required by applicable state
     law):

          "THE  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933 (THE "ACT").  THE
          SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY  NOT  BE
          SOLD,  TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF  IN  THE
          ABSENCE  OF  A  CURRENT  AND EFFECTIVE REGISTRATION  STATEMENT
          UNDER  THE  ACT  WITH RESPECT TO SUCH SHARES,  OR  AN  OPINION
          SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO

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                           MIRAGE COMPUTERS, INC.
                          STOCK EXCHANGE AGREEMENT

          THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT."

7.   Closing.   The Closing under this Agreement shall be held on January  7,
     2000  at  the  offices of Mirage or at such other time or place  as  the
     parties  shall  designate.  At the Closing,  (a)  CG  will  deliver  the
     certificate(s) representing the 3,500,000 shares of common stock and (b)
     Mirage  will  deliver  a certificate for 300,000  shares  of  restricted
     common stock to CG

8.   Entire  Agreement; Modification.  This Agreement constitutes the entire,
     final  and  complete agreement between CG and Mirage and supersedes  and
     replaces  all prior or existing written and oral agreements  between  CG
     and  Mirage and may only be modified in writing by the agreement of  all
     parties.

9.   Applicable Law; Dispute Resolution.  This Agreement shall be governed by
     and  construed in accordance with the law of the State of Nevada without
     regard  to the conflicts of law provisions thereof.  Any dispute arising
     under  this Agreement shall be settled by binding arbitration  before  a
     single arbitrator under the Commercial Arbitration Rules of the American
     Arbitration  Association.   The arbitrator shall  award  the  prevailing
     party  its costs and expenses, together with reasonable attorneys'  fees
     (including  the allocable share, if any, of in-house counsel fees)  and,
     accountants'  and  expert  witness fees,  if  any.   The  award  of  the
     arbitrator  may  be  entered in and enforced by any court  of  competent
     jurisdiction.

10.  Notice.  Each  notice,  instruction or  other  certificate  required  or
     permitted  by  the  terms  hereof shall  be  in  writing  and  shall  be
     communicated by personal delivery, fax or registered or certified  mail,
     return  receipt  requested, to the parties hereto  at  their  respective
     addresses,  or  at  such other address as any of them may  designate  by
     notice to each of the others.


      IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above mentioned.


Capital Growth, LLC                               Mirage Computers, Inc.


                                                 /s/ Ulf Lindqwister
                                                 Dr. Ulf Lindqwister, President