Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

                      AND INVESTMENT REPRESENTATION LETTER

Board of Directors
Smart Games Interactive, Inc.
c/o Nicholas J. Chuma, Secretary
1633 17th Street
Cuyahoga Falls, Ohio  44223

Gentlemen,

      The undersigned  purchaser (the  "Purchaser")  has been advised that Smart
Games  Interactive,  Inc., an inactive and insolvent  Delaware  corporation (the
"Company"),  is willing to sell 15,000,000 shares of its $0.001 par value common
stock  ("Common  Stock") to a suitable  angel  investor  for an  aggregate  cash
consideration of $75,000.  The undersigned has also been advised that the Common
Stock has not been registered  under the Securities Act of 1933, as amended (the
"Act")  but is being  offered  and sold in  reliance  upon  the  exemption  from
registration  set forth in  Securities  and Exchange  Commission  Regulation  S.
Accordingly,  the  undersigned  understands  that such  Common  Stock may not be
offered  or  sold  in  the  United  States  or  to  U.S.   persons  (other  than
distributors) unless the Common Stock is subsequently  registered under the Act,
or an exemption from the registration requirements of the Act is available.

      1.    Purchaser's Representations.  In connection with its subscription,
the Purchaser represents and warrants to the Company that it:

     a.   has been  advised  that  the  Company  is an  inactive  and  insolvent
          corporation  that (i) has no material assets,  (ii) has  approximately
          $150,000  in  third-party  creditors  claims,  and  (iii) can offer no
          assurances  that its future  business  activities,  if any,  will ever
          generate  revenue from  operations or that the amount of such revenues
          will be sufficient to pay its costs of operations;

     b.   has been advised that there are presently  12,648,244 shares of common
          stock issued and outstanding;

     c.   has been given the opportunity to review all of the files and business
          records  of the  Company  including  the  articles  of  incorporation,
          by-laws,  documents defining the rights of security holders,  business
          plans,   financial  projections  and  all  other  documents  which  it
          considered to be material to its investment decision;

     d.   has been given the opportunity to ask questions of and receive answers
          from the  officers  and  directors  of the Company with respect to the
          Common Stock,  the business of the Company and any other matters which
          it considered to be material to its  investment  decision and all such
          questions have been answered to its full satisfaction;

     e.   is purchasing  the Common Stock  without being  furnished any offering
          literature or prospectus other than the documents specified above;

     f.   has  sufficient  financial  and other  resources  to  provide  for its
          anticipated financial needs and has no need for liquidity with respect
          to its investment in the Common Stock;

     g.   has total  investments in illiquid  investments that are reasonable in
          relation  to its  net  worth  and can  afford  the  total  loss of its
          investment in the Common Stock; and

     h.   understands  and  acknowledges  that this investment will be long term
          and is, by nature, highly speculative.

2.   Offshore Transaction. In connection with the subscription evidenced hereby,
     the Purchaser further represents and warrants as follows:

     a.   that it is not a "U.S.  Person" as that term is defined in Rule 902 of
          Securities and Exchange Commission Regulation S;

     b.   that at the time the buy  order was  originated,  it was  outside  the
          United  States and is outside the United  States as of the date of the
          execution and delivery of this subscription agreement;

     c.   that all offering  documents received by it include a statement to the
          effect that the shares of Common Stock have not been registered  under
          the Act and may not be offered or sold in the United States or to U.S.
          persons  unless the shares of Common  Stock are  registered  under the
          Act, or an exemption from the registration  requirements of the Act is
          available;

     d.   that it is acquiring the Common Stock for  investment  purposes  only,
          has no  agreement,  arrangement  or  understanding  with any person to
          participate in the subsequent  distribution of the Common Stock and is
          not  acquiring  the Common Stock on behalf of any U.S.  Person,  or in
          connection  with  a  transaction  or  series  of   transactions   that
          contemplates  the re-sale of such  securities  to a  purchaser  in the
          United States;

     e.   that  all  subsequent  offers  and  sales of the  Common  Stock by the
          Purchaser  shall  only be made in  compliance  with  the  safe  harbor
          provisions  of  Securities  and  Exchange  Commission   Regulation  S,
          pursuant  to an  effective  registration  statement  under the Act, or
          pursuant to an exemption  from  registration,  if such an exemption is
          available;

     f.   neither  the  undersigned  nor any of its  affiliates,  nor any person
          acting on his  behalf  has  engaged  or will  engage in any  "directed
          selling efforts" as such term is defined in Rule 902 of Securities and
          Exchange Commission Regulation S;

     g.   that  it  understands  that  the  Company  will  issue  stop  transfer
          instructions  to its  transfer  agent with respect to the Common Stock
          and intends to place the  following  restrictive  legend,  or a legend
          similar thereto, on each certificate representing such securities:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A
TRANSACTION  EFFECTED IN RELIANCE UPON AN EXEMPTION  UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE "ACT"),  AND HAVE NOT BEEN THE SUBJECT TO A  REGISTRATION
STATEMENT  UNDER THE ACT OR ANY STATE  SECURITIES ACT. THE SECURITIES MAY NOT BE
SOLD OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR APPLICABLE
EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT.


3.   Representations  of  the  Company.  In  connection  with  the  subscription
     evidenced hereby,  the Purchaser has been informed of the following express
     representations and warranties of the Company:

     a.   The Company is a corporation duly organized,  validly existing, and in
          good standing  under the, laws of Delaware with full  corporate  power
          and authority to own its properties  and conduct its business,  and is
          duly  qualified  to conduct the business in which it is engaged in all
          jurisdictions   where   the   conduct   of   its   business   requires
          qualification,  except  those  jurisdictions  where the  failure to be
          qualified would not have a material  adverse effect on the business or
          financial condition of the Company;

     b.   All documents that have been  previously  provided to the  undersigned
          are  true,  correct  and  complete  copies of the  original  documents
          previously  filed by the Company  with the  Secretary  of State of the
          State of Delaware.

     c.   All issued and outstanding shares of Common Stock have been issued and
          sold by the  Company  in  compliance  with all  applicable  state  and
          federal securities laws and regulations.

     d.   The  issuance  and sale of the Common  Stock has been duly and validly
          authorized  by all required  corporate  action of the Company and will
          not result in a breach or violation of any of the terms or  provisions
          of, or constitute a default under, (i) any indenture,  mortgage,  deed
          of trust, loan agreement,  bond, debenture,  note agreement,  or other
          evidence of  indebtedness,  lease,  contract,  or other  agreement  or
          instrument to which the Company is a party or by which the property of
          the Company is bound, (ii) the Company's  certificate of incorporation
          or bylaws,  or (iii) any statute or any order,  rule, or regulation of
          any court or governmental  agency or body having jurisdiction over the
          Company or its properties;

     e.   Upon  delivery  to the  Purchaser,  the  Common  Stock will be validly
          issued, fully paid, nonassessable, and free of preemptive rights.

4.   Subscription  to Purchase  Shares of Common  Stock.  In  reliance  upon the
     express  representations  of the Company set forth in Section 3 above,  the
     undersigned agrees to purchase  15,000,000 shares of Company's Common Stock
     for an aggregate  consideration of $75,000, which has been delivered to the
     Company concurrently herewith.

5.   Arbitration of Disputes.  In the event a dispute between the parties hereto
     arises out of, in connection  with, or with respect to this Stock  Purchase
     Agreement and Investment Representation Letter, or any breach thereof, such
     dispute shall,  on the written  request of one party delivered to the other
     party, be submitted to and settled by arbitration in Clearwater, Florida in
     accordance with the rules of the American  Arbitration  Association then in
     effect.  Judgment upon the award rendered by the arbitrators may be entered
     in any court having jurisdiction thereof.

6.   Notices. All notices or other communications which are, or may be, required
     or permitted to be given or made hereunder shall be in writing and shall be
     delivered  or  mailed by  registered  or  certified  mail,  return  receipt
     requested,  postage prepaid,  to the parties at their respective  addresses
     set forth below.

7.   Governing  Law. The offer and other  transactions  contemplated  under this
     Stock  Purchase  Agreement and  Investment  Representation  Letter shall be
     construed  in  accordance  with and  governed  by the laws of the  State of
     Florida.

     IN  WITNESS  WHEREOF,  the  Purchaser  has  executed  this  Stock  Purchase
Agreement and Investment Representation Letter in the City of Georgetown, Cayman
Islands on this 28th day of March, 2000.

                                          TOBEM INVESTMENTS LIMITED

                                          a Cayman Islands Corporation
                                          Genesis Building
                                          P.O. Box 2097
                                          Georgetown, Grand Cayman, BWI

                                             /s/
                                          ---------------------------
                                          (authorized representative)


                 Acceptance by Smart Games Interactive, Inc.

      In  reliance  upon  the  representations  of the  Purchaser  set  forth in
paragraphs  (1) and  (2)  above,  Smart  Games  Interactive,  Inc.,  a  Delaware
corporation,  hereby  confirms the  representations  and warranties set forth in
paragraph  (3) above and accepts the  subscription  set forth in  paragraph  (4)
above.

      DATED this 28th day of March, 2000.

                                          Smart Games Interactive, Inc.

                                             /s/
                                          ---------------------------
                                          Nicholas J. Chuma, Director