EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT


This Stock Purchase  Agreement  ("Agreement")  has been entered into as of April
11th,  2000, by and between Jack Fawcett  ("Controlling  Shareholder"),  Safetek
International,  Inc.,  a Delaware  corporation  ("Company")  and Halter  Capital
Corporation, a Texas corporation ("HCC").

                                    RECITALS

                  A.  Controlling  Shareholder  on the Closing  Date (as defined
herein) will be the legal and  equitable  owner of  26,889,261  shares of common
stock,  par value  $.00001  per share,  of the  Company  (which  now  represents
approximately  74.39% of the  issued  and  outstanding  shares of the  Company's
common stock).

                  B. HCC desires to purchase  from the  Controlling  Shareholder
18,434,303  shares  of the  Company's  common  stock  (the  "Purchased  Shares")
representing  51% of the  issued  and  outstanding  shares of the  Company as of
closing date.

                  C.  The  Company  desires  to  join  in the  execution  of the
Agreement for the purpose of evidencing its consent to the  consummation  of the
foregoing transaction and for the purpose of making certain  representations and
warranties to and covenants and agreements with HCC.

NOW,  THEREFORE,  for and in  consideration of the mutual promises and covenants
contained  herein,  and for other good and valuable  consideration,  the parties
hereto agree as follows:

         1.  Purchase of the  Purchased  Shares by HCC.  Subject to and upon the
terms and conditions  contained herein, on the Closing Date (as defined herein),
Controlling  Shareholder shall sell,  transfer,  assign,  convey and deliver the
Purchased  Shares  to HCC,  free  and  clear  of all  adverse  claims,  security
interests,  liens,  claims and encumbrances (other than restrictions under state
and  federal  securities  laws) and HCC shall  purchase,  accept and acquire the
Purchased Shares from the Controlling Shareholder.

The  aggregate  purchase  price  payable  to  Controlling  Shareholder  for  the
Purchased  Shares shall be One Hundred Ten Thousand Dollars  ($110,000.00)  (the
"Purchase  Price").  The Purchase Price shall be payable on the Closing Date and
delivered  in the form of a check for  $110,000.00  payable  to the  Controlling
Shareholder.

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         2. Escrow  Agreement.  The  Purchase  Price shall be placed into Escrow
under a separately  executed  Escrow  Agreement  (Exhibit A) until the following
conditions are met:

                  a.       Controlling Shareholder will cause to be delivered to
                           the  Company's  stock  transfer  agent a  minimum  of
                           1,000,000  shares of the  Company's  preferred  stock
                           ("Preferred  Stock")  requesting  to be exchanged for
                           the  Company's  common  stock  under  the  terms  and
                           conditions   as  defined  on  the   Preferred   Stock
                           certificates.

                  b.       A document  from the landlord  releasing  the Company
                           from any further obligations under an operating lease
                           agreement  for the  Company's  office  and  warehouse
                           space in  Henderson,  Nevada,  which is to  expire in
                           2003.

         2. Closing.  Subject to the conditions  precedent set forth herein, the
purchase  of the  Purchased  Shares  shall take  place at the  offices of HCC in
Dallas,  Texas or at any other place  mutually  agreed to, at a date selected by
HCC which is on or before April 12, 2000. Such date is herein referred to as the
"Closing Date".

         3.  Representations  and  Warranties of HCC. HCC hereby  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:

                  A.  Authorization  and Validity.  The execution,  delivery and
performance by HCC of this  Agreement and the  consummation  of the  transaction
contemplated  hereby have been duly  authorized by HCC. This  Agreement has been
duly  executed and  delivered by HCC and  constitutes  legal,  valid and binding
obligations of HCC,  enforceable  against HCC in accordance  with its respective
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally or the  availability  of equitable
remedies.

                  B.  Consents/Approvals/Conflict.  Except for  compliance  with
applicable   federal  and  state   securities   laws,   no  consent,   approval,
authorization  or order of any court or  governmental  agency  or other  body is
required for HCC to consummate the purchase of the Purchased Shares. Neither the
execution,  delivery,  consummation  or  performance  of  this  Agreement  shall
conflict with or constitute a breach of any agreement to which HCC is a party or
by which it is  bound  nor,  to the best of  HCC's  knowledge  and  belief,  any
existing  law,  rule,  regulation,  or any  decree of any court or  governmental
department,  agency,  commission,  board or bureau,  domestic or foreign, having
jurisdiction over HCC.

                  C. Investment  Intent.  HCC is acquiring the Purchased  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
Securities  and  Exchange  Commission  under the  Securities  Act  covering  the
Purchased  Shares,  or  (ii)  pursuant  to an  applicable  exemption  under  the
Securities Act.

                  D. Disclosure of  Information.  HCC  acknowledges  that it has
been  furnished  with  sufficient  information  regarding  the  Company  and its
business,  assets, results of operations and financial condition to allow HCC to
make an informed decision  regarding an investment in the Purchased Shares.  HCC
further  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.

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                  E. Investment Experience.  HCC acknowledges that it is able to
fend for itself,  can bear the economic risk of its  investment in the Purchased
Shares,  and has such knowledge and experience in financial and business matters
that it is capable of  evaluating  the merits and risks of an  investment in the
Purchased Shares.

                  F. Restricted  Securities.  HCC understands that the Purchased
Shares  will not have been  registered  pursuant  to the  Securities  Act or any
applicable   state   securities   laws,  that  the  Purchased   Shares  will  be
characterized as "restricted securities" under federal securities laws, and that
under such laws and applicable rules and regulations the Purchased Shares cannot
be sold or otherwise  disposed of without  registration under the Securities Act
or pursuant to an exemption therefrom.  In this connection,  HCC 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 the Company's stock (or a notation may be made in the appropriate records of
the Company) in connection with the Purchased Shares.

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

                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.

         4. Representations and Warranties of the Controlling  Shareholder.  The
Controlling  Shareholder 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:

                  A.  Title to  Stock.  On the  Closing  Date,  the  Controlling
Shareholder will be the sole legal and equitable owner and will have full right,
power and authority to sell and convey the Purchased Shares and such shares will
be free and clear of any and all liens,  mortgages,  pledges, or other rights or
encumbrances whatsoever,  disclosed or undisclosed.  Specifically,  there are no
beneficial  owners of such  shares or of any  interest  in or to any such shares
other than the  Controlling  Shareholder.  Upon  surrender  of the  certificates
representing the Purchased Shares  (accompanied by appropriate stock powers duly
endorsed and  guaranteed)  to HCC for the  consideration  set forth herein,  HCC
shall be deemed to have  obtained good and  merchantable  title to the Purchased
Shares.

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

                  C.  Consents/Approvals/Conflict.  Except for  compliance  with
applicable   federal  and  state   securities   laws,   no  consent,   approval,
authorization  or order of any court or  governmental  agency  or other  body is
required for the Controlling Shareholder to consummate the sale of the Purchased
Shares.  Neither the execution,  delivery,  consummation  or performance of this
Agreement  shall  conflict with or constitute a breach of any agreement to which
the Controlling  Shareholder is a party or by which he is bound nor, to the best
of the Controlling  Shareholder's  knowledge and belief, any existing law, rule,
regulation,  or any  decree of any  court or  governmental  department,  agency,
commission,  board or bureau,  domestic or foreign, having jurisdiction over the
Controlling  Shareholder,  nor  result  in the  creation  of any  lien or  other
encumbrance upon the Purchased Shares.

         5.  Representations and Warranties of the Company. The Company, and the
Controlling  Shareholder  to the extent that he has the legal ability to take or
cause or refrain from taking or causing any such actions,  hereby  represent and
warrant 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:

                  A. Organization and Good Standing;  Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of State of Delaware,  with all requisite  corporate power and authority to
carry on the business in which it is engaged, to own the properties it owns, and
is duly  qualified  and licensed to do business  and is in good  standing in all
jurisdictions  where  the  nature  of  its  business  makes  such  qualification
necessary.

                  B. Capitalization. As of the execution date of this Agreement,
the  authorized  capital stock of the Company  consists of 50,000,000  shares of
common stock,  par value $.00001 per share, of which exactly  36,145,694  shares
are now issued and  outstanding.  All of the  issued and  outstanding  shares of
capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable.  The  Company is not a party to or bound by, nor does it have any
knowledge of, any  agreement,  instrument,  arrangement,  contract,  obligation,
commitment or understanding of any character,  whether written or oral,  express
or implied, relating to the sale, assignment, encumbrance,  conveyance, transfer
or delivery of any capital stock of the Company.

                  C.  Documents  Genuine.  All  originals  and/or  copies of the
Company's  articles of incorporation and bylaws,  each as amended to the date of
this  Agreement,  and all  minutes of meetings  and written  consents in lieu of
meetings of  shareholders,  the Board of Directors and committees of that Board,
of the Company,  filings with the Securities and Exchange Commission,  financial
data, and any and all other documents,  instruments, data, files, or information
which have been or will be  furnished to HCC,  are true,  complete,  correct and
unmodified originals and/or copies of such documents,  information,  data, files
or instruments..

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                  D.  Authorization  and Validity.  The execution,  delivery and
performance  by the  Company  of  this  Agreement  and the  consummation  of the
transaction  contemplated  hereby has been duly authorized by the Company.  This
Agreement has been duly  executed and  delivered by the Company and  constitutes
legal,  valid and binding  obligations of the Company,  enforceable  against the
Company in accordance  with its  respective  terms,  except as may be limited by
applicable  bankruptcy,  insolvency or similar laws affecting  creditors' rights
generally or the availability of equitable remedies.

                  E.  Restrictive  Covenants.  Prior to the  consummation of the
proposed transaction described herein, the Company shall conduct its business in
the  ordinary  and  usual  course  (without  any  unusual  commitments)  and  in
compliance with all applicable laws,  rules, and regulations.  Furthermore,  the
Company will not, without the prior written consent of HCC: (i) make any changes
in its capital structure; (ii) make any changes in its articles of incorporation
or  bylaws;   (iii)  incur  any  liability  or  obligation  other  than  current
liabilities  incurred in the ordinary  and usual course of business;  (iv) incur
any  indebtedness  for  borrowed  money;  (v) make any loans or  advances to any
persons or legal  entities;  (vi)  declare or pay any dividend or make any other
distribution with respect to its capital stock;  (vii) issue,  sell,  deliver or
purchase or  otherwise  acquire for value any of its stock or other  securities;
(viii)  mortgage,  pledge,  or  subject  to  encumbrance  any of its  assets  or
properties;  (ix) sell or transfer any of its assets or properties; (x) make any
investment  of a capital  nature;  (xi) enter into any contract,  agreement,  or
other  commitment  which is  material to the  business,  assets,  properties  or
financial  position  of the  Company;  or  (xii)  issue  any  options  or  other
instruments enabling anyone to purchase any of the capital stock of the Company.

                  F.  Consents/Approvals/Conflict.  Except for  compliance  with
applicable   federal  and  state   securities   laws,   no  consent,   approval,
authorization  or order of any court or  governmental  agency  or other  body is
required  for the Company to execute or enter into this  Agreement.  Neither the
execution,  delivery,  consummation  or  performance  of  this  Agreement  shall
conflict with or constitute a breach of the Company's  articles of incorporation
or bylaws,  as amended to date,  or of any note,  mortgage,  indenture,  deed of
trust or other  agreement  or  instrument  to which the Company is a party or by
which it is bound nor, to the best of the Company's  knowledge  and belief,  any
existing  law,  rule,  regulation,  or any  decree of any court or  governmental
department,  agency,  commission,  board or bureau,  domestic or foreign, having
jurisdiction over the Company.

                  G. Financial Statements.  The Company has furnished to HCC its
audited balance sheet, statements of income and retained earnings, statements of
cash flows, and notes to the financial  statements  relevant thereto,  as of and
for the  fiscal  year  ending  December  31,  1999.  Said  financial  statements
accurately  reflect the then assets and liabilities of the Company and have been
prepared in  accordance  with  generally  accepted  accounting  principles.  The
Company has not entered into or incurred any type of  indebtedness  or conducted
any kind of  business  whatsoever  since  December  31,  1999 and the  financial
statements  delivered to HCC accurately  reflect the financial  condition of the
Company in all  material  respects as of the Closing  Date and reflect  that the
Company has no debts or liabilities of any kind.

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                  H. Taxes. All income, excise,  unemployment,  social security,
occupational,  franchise  and any and all other taxes,  duties,  assessments  or
charges levied,  assessed or imposed upon the Company by the United States or by
any state or municipal  government or  subdivision  or  instrumentality  thereof
which are due and  payable  as of the  Closing  Date have been duly paid and all
required tax returns or reports concerning any such items have been duly filed.

                  I.  Guarantees or  Indebtedness  to  Affiliates.  There are no
contracts or  commitments by the Company,  directly or indirectly,  guaranteeing
the payment or performance  (or both) of any  obligations of any third person or
entity whatsoever including any of the Company's officers, directors,  employees
or  shareholders.  Further,  the  Company  will  not be  indebted  to any of its
officers, directors, employees, or shareholders as of the Closing Date.

                  J.  Pending or  Threatened  Litigation.  There are no actions,
governmental  investigations,   suits,  arbitrations  or  other  administrative,
criminal  or civil  actions or  proceedings  pending or  threatened  against the
Company. In addition,  to the best of the Company's knowledge,  the Company does
not know of any basis that  exists  for any such  action,  suit,  investigation,
arbitration or proceeding.

                  K. Contracts. There are no contracts, agreements, arrangements
or understandings  entered into by the Company which cannot be terminated by the
Company  upon 30 days  written  notice to the  other  party or  parties  to such
contracts.


         6.  Conditions to Obligations of HCC. All obligations of HCC under this
Agreement  are subject to the  fulfillment,  prior to or on the Closing Date, of
each of the  following  conditions  (any  one or more of  which  may,  in  HCC's
absolute discretion, be waived):

                  A.  Documents  to be  Delivered  to HCC. At the  Closing,  the
following documents shall be delivered to HCC:

                  (i)  Certificate(s)  representing  the Purchased  Shares to be
                  delivered  pursuant  to  this  Agreement,   duly  endorsed  or
                  accompanied  by duly  executed  stock  powers  upon  which the
                  signer's signature shall be subject to a Medallion Guarantee;

                  (ii) A certificate executed by the Controlling Shareholder and
                  the Company, dated the Closing Date, certifying that:

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                           (A) The  representations  and   warranties   of   the
                  Controlling  Shareholder and the  Company  contained  in  this
                  Agreement are then true in all respects; and

                           (B) The Controlling  Shareholder and the Company have
                  complied with all agreements  and conditions  required by this
                  Agreement to be performed or complied with by either of them.

                  (iii)   Certified   resolutions  of  the  Company's  Board  of
                  Directors  authorizing  the  execution  and  delivery  of this
                  Agreement  and  the   performance   of  its   agreements   and
                  obligations hereunder.

                  (iv)  Certificate of Good Standing for the Company,  issued by
                  the  Secretary  of State of Delaware  and dated as of the most
                  recent   practicable   date  (if  HCC  purchases   this,   the
                  Controlling Shareholder agrees to reimburse HCC);

                  (v)  Resignations  from  all of  the  Company's  officers  and
                  directors,  and a certificate of the Company setting forth the
                  Board  resolution  pursuant to which new  directors  have been
                  elected  for the  Company,  dated the Closing  Date,  electing
                  those persons designated by HCC as directors of the Company;

                  (vi)  All  of  the  Company's  original  corporate  books  and
                  records, including the Company's articles of incorporation and
                  bylaws, minutes of meetings of the shareholders,  the Board of
                  Directors  and  committees of the Board,  of the Company,  all
                  contracts  which are currently in effect or otherwise  binding
                  upon the Company,  and any other document or instrument  which
                  in the opinion of HCC, or the Ultimate Purchaser, is necessary
                  or appropriate to properly continue the business and corporate
                  status of the Company;

                  (vii) An affidavit  signed by Jack Fawcett as President of the
                  Company certifying that, based on his personal knowledge,  the
                  Company  has not  engaged in any kind of  business  whatsoever
                  after  December  31, 1999 and that as of the Closing  Date the
                  Company has no  indebtedness of any kind and no liabilities of
                  any kind which were not  disclosed  in the  December  31, 1999
                  audited financial  statements.("Affidavit")  which shall be in
                  the form of Exhibit C attached hereto; and

                  (viii)  An  indemnity  agreement  in the  form of  Exhibit  A,
                  attached  hereto,  executed by Jack Fawcett for the benefit of
                  HCC. ("Indemnity Agreement").

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         7.   Conditions  to  Obligations  of   Controlling   Shareholder.   All
obligations of Controlling  Shareholder  under this Agreement are subject to the
fulfillment,  prior  to or on  the  Closing  Date,  of  each  of  the  following
conditions  (any one or more of which may,  in the  absolute  discretion  of the
Controlling Shareholder, be waived by the Controlling Shareholder):

                  A. Documents  to be Delivered to the Controlling  Shareholder.
At the Closing,  the following  documents  shall be delivered to the Controlling
Shareholder:

                  (i) A  certificate  executed by HCC,  dated the Closing  Date,
                  certifying that:

                           (A) The  representations    and   warranties  of  HCC
                  contained in this Agreement are then true in all respects; and

                           (B)  HCC  has  complied  with  all   agreements   and
                  conditions  required  by this  Agreement  to be  performed  or
                  complied with by it.

                  (ii)  Certified  resolutions  of the Board of Directors of HCC
                  authorizing  the execution and delivery of this  Agreement and
                  the performance of its agreements and obligations hereunder;

                  B.  Payment  of the  Purchase  Price.  The  Purchase  Price of
$110,000.00  shall be paid by delivering to the Controlling  Shareholder a check
made payable to the Controlling Shareholder.

         8.  Indemnification  by the  Controlling  Shareholder.  The Controlling
Shareholder hereby agrees to indemnify and hold harmless HCC for the full amount
of all losses,  claims,  expenses or liabilities  (including  without limitation
reasonable  attorneys'  fees)  arising from or relating to (i) any breach of the
representations  and  warranties  made  by the  Controlling  Shareholder  or the
Company in this Agreement,  (ii) any failure of the  Controlling  Shareholder to
perform any covenant,  obligation or agreement in this Agreement to be performed
by him,  and (iii) any  misrepresentation  or other  breach or  violation of the
Indemnity Agreement.

         9.   Miscellaneous.

                  A. Amendment.  This  Agreement  may be amended,  modified,  or
supplemented  only by an  instrument  in  writing  executed  by all the  parties
hereto.

                  B. Assignment.  Neither this  Agreement  nor any right created
hereby shall be  assignable by any party hereto  without the written  consent of
the party not seeking assignment.,

                  C. Parties In Interest. The Parties hereto expressly agree and
understand that HCC has entered into this Agreement for itself. All of the terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the respective heirs, legal representatives,  successors and assigns of the
parties  hereto.  Except  as  specified  in this  Section  none of the terms and
conditions  or  benefits  of this  Agreement  shall be deemed to confer upon any
person not a party hereto.

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<PAGE>



                  D. Entire  Agreement.   This  Agreement  and  the   agreements
contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof,  and supersede all prior  agreements and  understandings,
both written and oral,  among the parties,  or any of them,  with respect to the
subject matter hereof.

                  E. Severability. If any provision of this Agreement is held to
be illegal,  invalid or  unenforceable  under  present or future laws  effective
during  the term  hereof,  such  provision  shall be  fully  severable  and this
Agreement  shall be  construed  and  enforced  as if such  illegal,  invalid  or
unenforceable  provision  never  comprised  a part  hereof;  and  the  remaining
provisions  hereof  shall  remain  in full  force  and  effect  and shall not be
affected by the illegal,  invalid or unenforceable provision or by its severance
herefrom.  Furthermore,  in lieu  of  such  illegal,  invalid  or  unenforceable
provision,  there  shall  be added  automatically  as part of this  Agreement  a
provision as similar in its terms to such  illegal,  invalid,  or  unenforceable
provision as may be possible and be legal, valid and enforceable.

                  F. Survival of Representations,  Warranties and Covenants. The
representations,  warranties and covenants contained herein and in the Affidavit
and the  Indemnity  Agreement  shall  survive  the  Closing  and all  statements
contained in any  certificate,  exhibit or other  instrument  delivered by or on
behalf of HCC, the Company or the Controlling  Shareholder,  as the case may be,
and,  notwithstanding  any provision in this  Agreement to the  contrary,  shall
survive the Closing.


                  G.   Governing   Law.  THIS   AGREEMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HERETO  SHALL BE  GOVERNED  BY AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

                  H.   Captions.   The  captions  in  this   agreement  are  for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions hereof.

                  I.  References to this  Agreement.  Use of the words "herein",
"hereof",  "hereto"  and the  like in  this  Agreement  shall  be  construed  as
references  to this  Agreement  as a whole  and not to any  particular  Article,
Section or provision in this Agreement, unless otherwise noted.

                  J.  Notice.  Any  notice or  communication  which may be given
hereunder  shall be in writing  and given by  depositing  the same in the United
States  mail,  addressed  to the  party  to be  notified,  postage  prepaid  and
certified  with return receipt  requested,  or by delivering the same in person.
Such notice shall be deemed  received on the date on which it is hand  delivered
or on the third  business  day  following  the date on which it was mailed.  For
purposes of notice, the addresses of the parties shall be:

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If to the Controlling Shareholder:  Jack Fawcett
                                    1000 American Pacific Drive
                                    Apt. 121
                                    Henderson, NV 89014

 If to HCC:                  Halter Capital Corporation
                             16910 Dallas Parkway, Suite 100
                             Dallas, Texas 75248
                             Attn: Mr. Kevin B. Halter

                  K.  Counterparts.  This  Agreement may be executed in multiple
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument. Execution and delivery of
facsimile  copies bearing the facsimile  signature of a party shall constitute a
valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.

Safetek International, Inc.                           Controlling Shareholder:

By: /s/  Jack Fawcett                                   /s/  Jack Fawcett
   ------------------                                  ------------------
         Jack Fawcett                                        Jack Fawcett
         President

Halter Capital Corporation

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





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