STOCK AND OPTION PURCHASE AGREEMENT

      This Stock and Option Purchase  Agreement (the  "Agreement") is entered as
of April 13, 2000 by and  between  Hidenet  Secure  Architectures,  Inc.,  a New
Jersey  corporation  ("Parent"),  NetworkPrivacy.com,  Inc., a company organized
under the laws of  Delaware  (the  "Company")  and NP  Partners,  LLC, a limited
liability company organized under the laws of New York (the "Investor").

      WHEREAS,  Parent  owns all the  issued  and  outstanding  shares  of the
Company; and

      WHEREAS,  the  Investor  desires to acquire  shares of Series A  Preferred
Stock in the Company (the "Preferred  Shares"),  and an option to acquire shares
in Parent,  and the Company wishes to issue and sell to the Investor said shares
in the Company and the Parent  wishes to grant the  Invester  said option on the
terms and conditions set forth herein.

NOW THEREFORE, the parties agree as follows:

1.    Purchase and Sale of Preferred Shares and Issuance of Option.

1.1.        Subject to the terms and conditions of this Agreement,  the Investor
            agrees and  undertakes  to invest in the Company up to US$ 2,000,000
            (the  "Aggregate  Investment")  in  consideration  for  (y)  160,000
            Preferred  Shares,  at a price per share equal to $12.50 and (z) the
            Option (as defined in Section  2.2(iii))  (together,  the  "Purchase
            Price"),  which  investment  is  based  on a  $12,500,000  pre-money
            valuation  of each of the  Company and  Parent,  as follows:  (i) at
            least US $1,000,000 shall be paid at the initial Closing (as defined
            below) and (ii) if the initial Closing occurs,  but no later than 30
            days  after the  Closing,  such  additional  amount as the  Investor
            determines  which,  when  added to the amount  paid at the  Closing,
            shall not exceed $2,000,000. The Preferred Shares purchased pursuant
            to this Agreement  shall have the rights,  restrictions,  privileges
            and  preferences as set forth in the  Certificate  of  Designations,
            Rights and Preferences of Series A Convertible Preferred Stock filed
            April 13, 2000 and attached hereto as Exhibit 1.1 (the  "Certificate
            of Designation"). The Company agrees to issue and sell the Preferred
            Shares and Parent  agrees to issue and sell the Option in accordance
            with this Agreement.

1.2.        The Company and Parent  represent and warrant that upon the purchase
            and sale of the  Preferred  Shares,  the  outstanding  shares of the
            Company  and  of  Parent,  including  all  outstanding  options  and
            warrants of each,  shall be as  specified  in Exhibit  1.2  attached
            hereto.  Exhibit 1.2 shall  specify  with respect to the Company and
            Parent, any holder of 5% or more of the Company's or Parent's shares
            and all holders of options,  warrants or  convertible  securities of
            the Company and Parent, as of the Closing.

1.3.        The Investor shall have the non-transfereable  right to complete all
            or part of the  Aggregate  Investment  by delivering to the Company,
            within 30 business  days from the Closing Date,  the Purchase  Price
            for the number of Preferred  Shares so  purchased,  by bank check or
            wire transfer to the Company's account.  Upon receipt by the Company
            thereof, the Company (i) shall deliver to the Investor a certificate
            representing the number of additional Preferred Shares so purchased,
            (ii)  Parent  and the  Company  shall each  deliver to the  Investor
            "bring down  certificates" with respect to the  representations  and
            warranties  contained  herein and (iii) Parent shall  deliver to the
            Investor  confirmation  of the number of shares  exercisable  by the
            Option, or, if requested by the Investor, the Option initally issued
            shall be  cancelled  and a new Option for the total number of shares
            covered thereby shall be issued, with appropriate changes to Section
            1.1(a) thereof.

2.    Closing.
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2.1.        The  purchase and sale of the  Preferred  Shares shall take place at
            the offices of Herrick,  Feinstein  LLP, Two Park Avenue,  New York,
            New York, on or prior to April 13, 2000 (the "Closing Date"),  or at
            such other time and place as the parties  mutually  agree in writing
            (which time and place are designated as the "Closing").

2.2.        At the initial Closing, the Company and the Parent shall deliver, or
            cause to be delivered, to the Investor the following:

            (i)         a  certificate  representing  the  number  of  Preferred
                        Shares so purchased by the Investor on the Closing Date;

            (ii)        The Investor  Rights'  Agreement,  substantially  in the
                        form of Exhibit A attached hereto (the "Investor  Rights
                        Agreement"),  duly executed by the Company and IBDH LLC,
                        a Delaware limited liability company;

            (iii)       The  Option,  substantially  in the  form of  Exhibit  B
                        attached hereto (the "Option"), duly executed by Parent;

            (iv)        A secretary's certificate with respect to minutes of the
                        directors and the  stockholder of the Company  approving
                        the transactions contemplated hereunder;

            (v)         A secretary's certificate with respect to minutes of the
                        directors  of  Parent   approving  the  Option  and  the
                        transactions contemplated hereunder;

            (vi)        A certified copy of the Certificate of  Incorporation of
                        the  Company  and  of  Parent,including  all  amendments
                        thereto,  and a  copy  of the  By-Laws  of  each  of the
                        Company and Parent, including all amendments thereto;

            (vii)       Evidence   of  the   filing   of  the   Certificate   of
                        Designation; and

            (viii)      A legal opinion from Herrick, Feinstein LLP.

2.3.        At the initial Closing,  the Investor shall deliver,  or cause to be
            delivered, to the Company the following:

            (i)         A wire transfer in  immediately  available  funds to the
                        account  designated  by the  Company in an amount of not
                        less than $1,000,000;

            (ii)        The  Investor  Rights  Agreement,  duly  executed by the
                        Investor;

            (iii)       The Option, duly executed by the Investor; and

            (iv)        A certified  copy of the  Certificate  of Formation  and
                        Operating  Agreement  of  the  Investor,  including  all
                        amendments thereto.

3.    Representations and Warranties of the Company and Parent.

      Each of the Company and Parent hereby jointly and severally represents and
      warrants to the Investor as follows and acknowledges and confirms that the
      Investor is relying upon such representations and warranties in connection
      with  the  purchase  by the  Investor  of the  Preferred  Shares  and  the
      acquisition of the Option:

3.1.        Corporate Organization; Existence and Power. Each of the Company and
            Parent : (a) is a corporation  duly organized,  validly existing and
            in  good  standing  under  the  laws  of  the  jurisdiction  of  its
            incorporation;  (b) has all requisite  corporate power and authority
            to own and operate its  property,  to lease the property it operates
            as lessee and to conduct the business in which it is  currently,  or
            is currently  proposed to be,  engaged;  (c) is, duly qualified as a
            foreign corporation, licensed and in good standing under the laws of
            each  jurisdiction  where  its  ownership,  lease  or  operation  of
            property or the conduct of its business requires such qualification,
            except to the extent that the failure to so qualify would not have a
            material  adverse effect on the condition of the Company and Parent,
            as the case may be; and (d) has the corporate power and authority to
            execute,  deliver and perform its obligations  under this Agreement,
            the Option,  the Investor Rights Agreement,  and the other documents
            entered into in connection  with the  transactions  contemplated  by
            this Agreement (all such agreements, the "Transaction Documents").

3.2.        Corporate Authorization;  No Contravention.  The execution, delivery
            and performance by the Company and Parent of this Agreement and each
            of the other Transaction Documents to which it is or will be a party
            and the  consummation of the  transactions  contemplated  hereby and
            thereby,   including,   without  limitation,  the  issuance  of  the
            Preferred  Shares:  (a) has been duly  authorized  by all  necessary
            corporate, and if required,  stockholder action; (b) do not and will
            not contravene the terms of the Certificate of  Incorporation or the
            By-Laws  of such  company,  or any  amendment  thereof  or any  laws
            applicable  to such company or its  respective  assets,  business or
            properties;  (c) do not and will not (i) conflict with,  contravene,
            result  in any  violation  or breach of or  default  under  (with or
            without  the  giving of  notice or the lapse of time or both),  (ii)
            create in any other person or entity a right or claim of termination
            or  amendment,  or  (iii)  require  modification,   acceleration  or
            cancellation  of any provision of any security issued by such person
            or  entity  in  any  agreement,  undertaking,  contract,  indenture,
            mortgage,  deed of trust or other instrument or arrangement (whether
            in  writing  or  otherwise)  to which  such  person or entity or its
            property  is  bound,  or any  amendment  of  any  of  the  foregoing
            (collectively,  "Contractual Obligations");  and (d) do not and will
            not result in the creation of any mortgage,  deed of trust,  pledge,
            hypothecation,  assignment,  lien (statutory or otherwise),  charge,
            claim, restriction or preference,  security interest or preferential
            arrangement  or any other  encumbrance  (or  obligation  to create a
            lien) of any kind or  nature  (collectively,  "Liens")  against  any
            property,  asset or business  of the Company or Parent,  as the case
            may be, or the suspension, revocation, impairment, forfeiture or non
            renewal of any material permit,  license,  authorization or approval
            applicable  to  the  each  of  said  company  or its  businesses  or
            operations  or  any of its  assets  or  properties,  other  than  as
            contemplated by the Transaction Documents.

3.3.        Governmental  Authorization;   Third  Party  Consents  No  approval,
            consent, compliance,  exemption,  authorization, or other action by,
            or notice to, or filing with, any  governmental  entity or authority
            or any other  person or entity in respect of any law or  Contractual
            Obligation,  and no  lapse  of a  waiting  period  under  any law or
            Contractual Obligation,  is necessary or required in connection with
            the  execution,  delivery  or  performance  by  (including,  without
            limitation,  the  issuance  of  shares  of  capital  stock  upon the
            conversion of the Preferred  Shares),  or enforcement  against,  the
            Company  or  Parent  of this  Agreement  and the  other  Transaction
            Documents  to  which  it is a  party  or  the  consummation  of  the
            transactions contemplated hereby or thereby.

3.4.        Binding Effect;  Enforceability This Agreement has been, and each of
            the other  Transaction  Documents  to which each of the  Company and
            Parent is a party has been duly  executed  and  delivered by each of
            the Company and Parent,  and this  Agreement  constitutes,  and such
            other Transaction Documents constitute, the legal, valid and binding
            obligations of each of the Company and Parent,  enforceable  against
            each of the Company and Parent in accordance  with their  respective
            terms,  except  as  enforceability  may  be  limited  by  applicable
            bankruptcy,   insolvency  or  other   similar  laws   affecting  the
            enforcement of creditors' rights generally and by general principles
            of equity relating to enforceability.

3.5.        No Legal Bar Neither the execution, delivery and performance of this
            Agreement and the other Transaction  Documents,  nor the issuance of
            or performance  of the terms of the Preferred  Shares or Option will
            violate  any law or any  Contractual  Obligation  of the  Company or
            Parent.  Neither the Company nor Parent has previously  entered into
            any  agreement  which is currently in effect or to which the Company
            is  currently  bound,  granting  any  rights to any person or entity
            which are inconsistent  with the rights to be granted by the Company
            or Parent herein or in the other Transaction Documents.

3.6.        Litigation.  There are no legal actions, suits, proceedings,  claims
            or disputes  pending or, to the  knowledge of the Company or Parent,
            threatened,  at  law,  in  equity,  in  arbitration  or  before  any
            governmental entity or authority against or affecting the Company or
            Parent (or, as applicable,  to the Company's or Parent's  knowledge,
            any of their respective stockholders, directors, officers, employees
            or  agents),  other  than  actions,  suits,  proceedings,  claims or
            disputes which do not exceed $2,500 in the aggregate. No injunction,
            writ, temporary restraining order, decree or any order of any nature
            has  been  issued  by any  court  or other  governmental  entity  or
            authority  purporting to enjoin or restrain the execution,  delivery
            or performance of this Agreement or the other Transaction Documents.
            Neither the Company nor Parent has  commenced  nor does it currently
            intend to initiate any material action, suit,  proceeding,  claim or
            dispute.  The  bankruptcy  of Savin  Electronics,  Ltd.,  an Israeli
            corporation,  has been completed and there are no outstanding claims
            remaining to be discharged.

3.7.        Compliance  with Laws The Company and Parent are in compliance  with
            all laws  applicable to the Company and Parent,  as the case may be,
            except  where  non-compliance  will not result in  material  adverse
            effect on such company's business.

3.8.        Subsidiaries.  The Company has no  subsidiaries  and does not own of
            record or  beneficially  any  capital  stock or equity  interest  or
            investment in any corporation, association or business entity. Other
            than  the  Company,  Savin  Electronics,  Ltd.  and  Hidenet  Secure
            Architectures, Ltd., an Israeli corporation ("Israeli ------- Sub"),
            Parent  has  no   subsidiaries   and  does  not  own  of  record  or
            beneficially  any capital stock or equity  interest or investment in
            any corporation, association or business entity. Parent owns 100% of
            the issued and outstanding shares of the Company, Savin Electronics,
            Ltd.  and  Israeli  Sub and no  person  owns  any  option,  warrant,
            convertible  securities or other  investment or right which entitles
            the holder to obtain shares of either the Company, Savin Electronics
            Ltd. or Israeli Sub. Savin Electronics Ltd. conducts no business and
            has no assets or  liabilities.  Other than the Assignment  Agreement
            (defined in Section 3.11),  the Israeli Sub conducts no business and
            has no assets or  liabilities.  Parent  shall  cause  Israeli Sub to
            distribute  to the Parent all funds  received  by it pursuant to the
            Assignment Agreement.

3.9.        Financial Statement; Absence of Undisclosed Liabilities. Neither the
            Company nor Parent has any accrued or contingent liabilities arising
            out of any  transaction or state of facts existing prior to the date
            hereof,  which are not disclosed in the financial  statements of the
            Company or Parent. Since October 1, 1999 Parent and the Company have
            conducted  their  business in the ordinary  course and there has not
            been any  change  or event  which  has had or  could  reasonably  be
            expected  to have,  individually  or in the  aggregate,  a  material
            adverse effect on the Company or Parent.

3.10.       Registration Rights; SEC Filings. Except as provided in the Investor
            Rights  Agreement and the piggyback  registration  rights granted to
            Robert Friedman (which are not any more favorable than those granted
            to the  Investor),  neither  the  Company  nor Parent has granted or
            agreed  to  grant  any  registration  rights,   including  piggyback
            registration  rights, to any person or entity.  Parent has filed all
            statements, reports and filings, and other documents requested to be
            filed by it under the federal  securities  laws, other than its Form
            10-KSB for fiscal year ended  December 31,  1999,  which Parent will
            use its best  efforts to file no later than April 14,  2000,  and in
            any event by April 24,  2000,  and each  statement  or report was or
            will  be  in  substantial   compliance  with  applicable   statutory
            requirements.

3.11.       Material  Agreements;   Company  Not  in  Default.  Except  for  the
            Employment   Agreement  between  Parent  and  Robert  Friedman  (the
            "Employment Agreement"), the Transfer and Assignment Agreements (the
            "Assignment   Agreements")  between  Israeli  Sub,  Parent  and  the
            Company, copies of which are attached hereto as Exhibit 3.11 and the
            Transaction  Documents,  neither  the  Company  nor  Parent  has any
            contract,  agreement,  lease, or other commitment,  written or oral,
            absolute or contingent,  other than the leases to the offices of the
            Company and Parent.  Neither the Company nor Parent is in default or
            breach  of any  material  contracts,  agreements,  written  or oral,
            indentures  or other  instruments  to which it is a party  and there
            exists no state of facts after which notice or lapse of time or both
            would  constitute  such a default or breach and all such  contracts,
            agreements, indentures or other instruments are now in good standing
            and the Company  and Parent,  as the case may be, is entitled to all
            benefits thereunder.  To the knowledge of the Company and Parent, no
            other party to any such material contract is in default  thereunder,
            nor does any  condition  exist that with  notice or lapse of time or
            both would constitute such a default.  No approval or consent of any
            person  or entity is needed  for all of the  material  contracts  to
            continue to be in full force and effect.

3.12.       Tax Matters.  Parent and the Company have duly filed all tax returns
            required  to have been filed by them and have not been  subject to a
            tax audit by any governmental  entity of any kind, and have promptly
            paid all taxes  for which  they are  liable or  accountable  for the
            periods  from the date of their  respectiveincorporation  until  the
            date hereof,  other than taxes not yet due and payable, all of which
            have been fully reserved.

3.13. Intellectual Property.

            3.13.1.     To  the   Company's   and  Parent's   knowledge   (after
                        conducting  a self  patent  search  in  connection  with
                        filing  its patent  application),  the  Company  has the
                        right to use its proprietary information, free and clear
                        of any rights, liens,  encumbrances or claims of others,
                        except that the  possibility  exists that other  persons
                        may  have  independently   developed  trade  secrets  or
                        technical  information  similar or identical to those of
                        the Company,  but the Company and Parent  represent  and
                        warrant   that  they  have  no  knowledge  of  any  such
                        independent  developments.  Reasonable security measures
                        have been taken by the Company to protect  the  secrecy,
                        confidentiality  and value of the Company's  proprietary
                        information.

            3.13.2.     Neither  the  Company  nor  Parent  has   received   any
                        communications  alleging  that the Company has  violated
                        or,  by  conducting  its  business  as  proposed,  would
                        violate any of the patents,  trademarks,  service marks,
                        trade  names,  copyrights  or  trade  secrets  or  other
                        proprietary rights of any other person or entity.

            3.13.3.     To the Company's and Parent's knowledge,  the Company is
                        not required to make any royalty  payments  with respect
                        to any  licenses  by them of the  intellectual  property
                        necessary to conduct its business as now being conducted
                        and as contemplated to be conducted.

            3.13.4.     The  Company  owns or has  all  license  rights  for all
                        software  required  for the  conduct of its  business as
                        described in the Business Plan described below.

            3.13.5.     All of the  foregoing  representations  in this  Section
                        3.13 are  qualified  in their  entirety by the terms and
                        provisions of the Assignment Agreement,  a copy of which
                        has been reviewed by the Investor.

3.14.       Proprietary  Information  and Inventions  Agreement.  Each employee,
            officer or  consultant  of the Company has  executed or will execute
            promptly  after  Closing  a  "Confidentiality,  Non-Competition  and
            Intellectual   Property   Agreement"  or  a   "Confidentiality   and
            Intellectual  Property  Agreement" as  applicable,  in standard form
            used in the  industry.  The  Company  is not  aware  that any of its
            employees, officers or consultants are in violation thereof.

3.15.       Brokerage.  There are no claims for,  and no person is entitled  to,
            brokerage  commissions or finder's fees or similar  compensation  in
            connection  with the  transactions  contemplated  by this  Agreement
            based on any  arrangement  made by or on  behalf of the  Company  or
            Parent.

3.16.       Title to Properties.  The Company has all right,  title and interest
            in and to its property, free and clear of all Liens, liabilities and
            rights of any third party,  pursuant to the terms of the  Assignment
            Agreement.  Neither  the  Company  nor Parent have title to any real
            property.  Both the  Company  and Parent  hold the right,  title and
            interest of the tenant under leases to the Company or Parent, as the
            case may be, free and clear of all Liens, liabilities and rights.

3.17.       ERISA -- Employee Benefit Plans.  Neither the Company nor Parent has
            any  Employee  Benefit  Plan as defined in the  Employee  Retirement
            Income Security Act of 1974.

3.18.       Capitalization.  The  Capitalization  Table  attached as Exhibit 1.2
            provides  an  accurate  list  immediately  prior to and  immediately
            following the Closing Date,  after giving effect to the transactions
            contemplated  hereby and the other Transaction  Documents of (A) all
            stockholders  owning the issued and outstanding  shares of Preferred
            Stock and Common Stock of the Company or Parent,  together  with the
            number  held  by  each,  and  (B) all of the  holders  of  warrants,
            options,  rights and  securities  convertible  into  capital  stock,
            together  with the  number of shares of  capital  stock to be issued
            upon the exercise or conversion of such  warrants,  options,  rights
            and convertible securities. On the Closing Date, except as disclosed
            on Exhibit 1.2, there will be no outstanding  securities convertible
            into or  exchangeable  for capital stock of the Company or Parent or
            options,  warrants  or other  rights to  purchase  or  subscribe  to
            capital  stock of the Company or Parent or  contracts,  commitments,
            agreements,  understandings  or  arrangements  of any  kind to which
            either of such  company is a party  relating to the  issuance of any
            capital  stock of the  Company or Parent,  as the case may be,,  any
            such  convertible  or  exchangeable  securities or any such options,
            warrants or rights.

3.19.       Business Plan. The Company has previously provided the Investor with
            a true,  correct and complete  copy of its Business  Plan,  attached
            hereto as Exhibit 3.19.  The Business Plan was made in good faith by
            the senior management of Company. The financial  projections set out
            in the Business  Plan have been prepared in good faith by the senior
            management  of  the  Company  based  upon  reasonable   assumptions,
            provided, however, there is no assurance that the Company shall meet
            such projections.

3.20.       Interested Party Transactions.  Other than the Employment Agreement,
            the Assignment  Agreement,  the Assignment  Agreement dated July 20,
            1999  between  Parent and  Israeli  Sub and each of the  Transaction
            Documents,  there  are no (i)  agreements  of any  kind,  including,
            without  limitation,  with respect to any consideration or otherwise
            to be provided by the Parent or the Company to any officer, director
            or holder of 5% or more of the  outstanding  shares of the Parent or
            the Company, or (ii) agreements between the Company and Parent.

3.21.       Labor  Agreements and Actions;  Employee  Compensation.  Neither the
            Company  nor Parent is aware that any  officer or key  employee,  or
            that  any  group  of  key  employees,  intends  to  terminate  their
            employment  with the  Company  or  Parent,  nor does the  Company or
            Parent have a present  intention to terminate the  employment of any
            of the  foregoing,  provided  that no  officer  or  employee  of the
            Company or Parent is intended to be a third party beneficiary of the
            foregoing.  The  employment  of each  officer  and  employee  of the
            Company  and  Parent is  terminable  at the will of the  Company  or
            Parent, as the case may be, subject to prior notice requirements. To
            the best of its  knowledge,  the Company and Parent have complied in
            all material  respects with all  applicable  state and Federal equal
            employment opportunity and other Laws related to employment.

3.22.       Use of  Proceeds.  The Company and Parent agree that the proceeds of
            the Aggregate  Investment  shall be used only as provided in Exhibit
            3.22 and pursuant to the Assignment Agreement.

3.23.       Disclosure.  This Agreement,  together with the Disclosure  Schedule
            and all exhibits hereto, and the agreements,  certificates and other
            documents furnished to the Investor by the Company and Parent at the
            Closing,  (including,  without  limitation,  the  other  Transaction
            Documents) do not contain any untrue statement of a material fact or
            omit to  state a  material  fact  necessary  in  order  to make  the
            statements  contained  herein  or  therein,  in  the  light  of  the
            circumstances under which they were made, not misleading.

4.          Representations and Warranties of the Investor.

            The  Investor  hereby  represents  and  warrants  to the Company and
            Parent as follows and acknowledges and confirms that the Company and
            Parent are  relying  upon such  representations  and  warranties  in
            connection  with the offer and sale of the Preferred  Shares and the
            acquisition of the Option to the Investor:

4.1.        Organization;  Existence and Power.  The Investor:  (a) is a limited
            liability  company  duly  organized,  validly  existing  and in good
            standing under the laws of the  jurisdiction  of its  incorporation;
            and (b) has the power and authority to execute,  deliver and perform
            its obligations under this Agreement and the Transaction Documents.

4.2.        Authorization;   No  Contravention.   The  execution,  delivery  and
            performance  by the Investor of this Agreement and each of the other
            Transaction  Documents  to  which  it is or will be a party  and the
            consummation of the  transactions  contemplated  hereby and thereby:
            (a) has been duly authorized by all necessary action; (b) do not and
            will not  contravene  the terms of the  Certificate of Formation and
            Operating Agreement, or any amendment thereof or any laws applicable
            to the Investor or its assets,  business or  properties;  (c) do not
            and will not (i) conflict with, contravene,  result in any violation
            or breach of or default  under (with or without the giving of notice
            or the lapse of time or both),  (ii)  create in any other  person or
            entity  a right  or  claim of  termination  or  amendment,  or (iii)
            require modification,  acceleration or cancellation of any provision
            of any security  issued by such person or entity in any  Contractual
            Obligation;  and (d) do not and will not result in the  creation  of
            any Lien against any property,  asset or business of the Investor or
            the suspension, revocation, impairment, forfeiture or non renewal of
            any material permit,  license,  authorization or approval applicable
            to the Investor or its businesses or operations or any of its assets
            or  properties,  other  than  as  contemplated  by  the  Transaction
            Documents.

4.3.        Governmental  Authorization;  Third  Party  Consents.  No  approval,
            consent, compliance,  exemption,  authorization, or other action by,
            or notice to, or filing with, any  governmental  entity or authority
            or any other  person or entity in respect of any law or  Contractual
            Obligation,  and no  lapse  of a  waiting  period  under  any law or
            Contractual Obligation,  is necessary or required in connection with
            the execution,  delivery or performance by, or enforcement  against,
            the Investor of this Agreement and the other  Transaction  Documents
            to  which  it is a party  or the  consummation  of the  transactions
            contemplated hereby or thereby.

4.4.        Binding Effect; Enforceability. This Agreement has been, and each of
            the other  Transaction  Documents  to which the  Investor  will be a
            party to will be, duly executed and  delivered by the Investor,  and
            this Agreement  constitutes,  and such other  Transaction  Documents
            will  constitute,  the legal,  valid and binding  obligations of the
            Investor  enforceable  against the Investor in accordance with their
            respective  terms,  except  as  enforceability  may  be  limited  by
            applicable  bankruptcy,  insolvency or other similar laws  affecting
            the  enforcement  of  creditors'  rights  generally  and by  general
            principles of equity relating to enforceability.

4.5.        No Legal Bar.  Neither the  execution,  delivery nor  performance of
            this Agreement and the other Transaction  Documents will violate any
            law or any Contractual  Obligation of the Investor. The Investor has
            not  previously  entered  into any  agreement  which is currently in
            effect or to which the  Investor is  currently  bound,  granting any
            rights  to any  person or entity  which  are  inconsistent  with the
            rights  to be  granted  by  the  Investor  herein  or in  the  other
            Transaction Documents.

4.6.        Litigation. There are no material legal actions, suits, proceedings,
            claims or disputes  pending or, to the  knowledge  of the  Investor,
            threatened,  at  law,  in  equity,  in  arbitration  or  before  any
            governmental  entity or authority  against or affecting the Investor
            (or,  as  applicable,  to the  Investor's  knowledge,  any of  their
            respective stockholders,  directors,  members,  managers,  officers,
            employees or agents).  No injunction,  writ,  temporary  restraining
            order,  decree or any  order of any  nature  has been  issued by any
            court or other governmental entity or authority purporting to enjoin
            or restrain the execution, delivery or performance of this Agreement
            or the other Transaction Documents.

4.7.        Compliance  with Laws.  The Investor is in compliance  with all laws
            applicable to the Investor,  , except where  non-compliance will not
            result in material adverse effect on the Investor's business.

4.8.        Investment  RepresentationsThe  investment hereunder is made for the
            Investor's  own account,  not as a nominee or agent,  and not with a
            view to the  distribution of any part thereof,  and the Investor has
            no present  intention  of  selling,  granting  participation  in, or
            otherwise distributing any of the Preferred Shares, the common stock
            issuable upon conversion of the Preferred Shares,  the Option or the
            shares of common  stock  into which the  Option is  exercisable  for
            (collectively, the "Securities").

            4.8.1.      The Investor is  knowledgeable in business and financial
                        matters  and is  capable  of  evaluating  the merits and
                        risks of an investment in the Company.  The Investor has
                        received  all  the  information,  records  and  data  it
                        considers  necessary or appropriate for deciding whether
                        to purchase the  Securities,  and has an  opportunity to
                        ask  questions  and  receive  answers  from all  persons
                        acting on behalf of the  Company  and Parent  concerning
                        the  Company,  Parent  and  its  business  and  proposed
                        business,  and the  Securities,  and all questions  have
                        been answered to Investor's satisfaction.

            4.8.2.      The  Investor  understands  that none of the  Securities
                        have been  registered  under the Securities Act of 1933,
                        as amended (the "1933 Act") or any state securities laws
                        and are being  offered and sold pursuant to an exemption
                        from  registration  contained  in the 1933 Act  based in
                        part upon the  representations of the Investor contained
                        herein.

            4.8.3.      The Investor further covenants that it will not make any
                        sale,  transfer or other  disposition  of the Securities
                        without registration or exemption under the 1933 Act and
                        any applicable state securities laws.

            4.8.4.      The Investor  acknowledges  that it is aware of Rule 144
                        promulgated  under the 1933 Act,  which permits  limited
                        public  resales of  securities  acquired  in a nonpublic
                        offering,   subject  to  the   satisfaction  of  certain
                        conditions.  The  Investor  understands  that under Rule
                        144, except as otherwise provided by section (k) of that
                        Rule, the conditions  include,  among other things:  the
                        availability of certain current public information about
                        the issuer,  the resale occurring not less than one year
                        after  the  party  has   purchased   and  paid  for  the
                        securities to be sold and  limitations  on the amount of
                        securities to be sold and the manner of sale.

            4.8.5.      The Investor is an "accredited investor" as that term is
                        defined in  Regulation  D under the 1933 Act because all
                        of the equity  owners of the  Investor  are  "accredited
                        investors",  and if there is any change in such  status,
                        the Investor  will  immediately  furnish such revised or
                        corrected information to the Company.

            4.8.6       The  Investor  recognizes  that  an  investment  in  the
                        Company involves  substantial  risks,  including loss of
                        the entire amount, and has taken full cognizance of, and
                        understands  all the risks  related to, the  purchase of
                        the Preferred Shares

4.9      Brokerage.  There are no claims  for,  and no  person is  entitled  to,
         brokerage  commissions  or  finder's  fees or similar  compensation  in
         connection with the  transactions  contemplated by this Agreement based
         on any arrangement made by or on behalf of the Investor.

5.          Board Structure.

            Following the Closing of the initial investment  pursuant to Section
            1, the board of  directors  (the "Board of  Directors")  of both the
            Company and Parent shall  consist of five (5) members,  one of which
            shall be nominated by Investor.  The Investor hereby designates Mark
            S.  Hauser  as its  nominee.  The  Investor  shall  have a right  to
            maintain one representative on the Board of Directors of the Company
            and Parent so long as Investor retains at least 75% of the aggregate
            of  the  Preferred  Shares   purchased   hereunder  and  the  shares
            excercisable upon exercise of the Option.

            Simultaneously with the transactions contemplated by this Agreement,
            Parent shall issue to Investor or its designee or assignee 1% of the
            outstanding  shares of Parent. The Company agrees that such interest
            may be  exchanged  at any time for a 1%  interest  in the Company by
            cancelling  the 1% interest in the Parent.  Such 1% interests may be
            transferred  or assigned by the party to whom it is issued,  subject
            to compliance with applicable securities law.

6.          Securities Exchange Act Registration

            The  Parent   will   maintain   effective   registration   statement
            (containing  such  information and documents as the Commission shall
            specify and otherwise  complying  with the  Securities  Exchange Act
            under section 12(b) or Section 12 (g),  whichever is applicable,  of
            the Securities Exchange Act, with respect to the Common Stock of the
            Parent  , and  the  Parent  will  file  on  time  such  information,
            documents and reports as the Commission may require or prescribe for
            companies whose stock has been  registered  pursuant to such Section
            12(b) or Section 12(g), whichever is applicable.

            Parent will, upon request of any holder of Securities, make whatever
            other  filings  with the  Commission,  or otherwise  make  generally
            available to the public such financial and other information, or any
            such holder may deem  reasonably  necessary or desirable in order to
            enable such holder to be  permitted to sell  Securities  pursuant to
            the provisions of Rule 144.

7.          Non Compete.

            The Investor  represents  and warrants and covenants that it is not,
            and undertakes not to become, the holder, directly or indirectly, of
            more than 5% of the ownership in competing  company or business with
            the Company.

            The members of the Board of Directors  nominated by the Investor for
            so long as such member  serves as a director of the  Company,  shall
            not serve as a director of a competing  company or  business,  or be
            the holder, directly or indirectly, of more than 5% of the ownership
            in a competing company or business.

8.          General.

8.1.        This  Agreement  contains the entire  agreement  between the parties
            respecting the subject  matter  hereof,  and supersedes and replaces
            all    previous     representations,     warranties,     agreements,
            understandings,  commitments or arrangements,  oral or written, with
            respect  thereto.  This  Agreement  may not be modified  except by a
            written instrument executed by both parties.

8.2.        This Agreement shall be interpreted in accordance with, and governed
            in all  respects  by,  the laws of the  State of  Delaware,  without
            giving  effect to the rules of  conflict  of laws  thereof,  and the
            competent courts of New York shall have exclusive  jurisdiction over
            all disputes  between the parties with respect to this Agreement and
            no other court shall have jurisdiction over this Agreement.

8.3.        All  representations  and warranties  contained herein shall survive
            the execution and delivery of this Agreement.





      IN WITNESS WHEREOF,  this Stock Purchase Agreement has been executed as of
the date first above written by the parties hereto.




NETWORKPRIVACY.COM, INC.

/s/ Robert Friedman
-------------------
By: Robert Friedman
Title:Chief Executive Officer




HIDENET SECURE ARCHITECTURES, INC.

/s/ RonFussman
--------------
By: Ron Fussman
Title: President




NP PARTNERS, LLC

/s/ Mark S. Hauser
------------------
By: Mark S. Hauser
Title:Manager