POWERS & CO.
                                  47 Beech Road
                           Englewood, New Jersey 07631


                                  July 26, 1999


Spectrum Information Technologies, Inc.
P.O. Box 1006
New York, New York 10268

Re:  Stock Purchase Agreement
     ------------------------

Gentlemen:

     The  following  sets  forth the  terms  and  conditions  of a  purchase  of
securities in Spectrum  Information  Technologies,  Inc. (the  "Company") by the
undersigned,  to be completed upon the  satisfaction of the condition  precedent
set forth in Section 2(a) of this Agreement:

     1.   Stock Purchase. Subject to the satisfaction of the condition precedent
set forth in Section 2(a) hereof,  at the Closing (as  described in Section 2(b)
hereof) Powers & Company  ("Powers")  shall purchase  1,000,000 shares of common
stock par value  $.001 of the Company  (the  "Common  Stock"),  and an option to
acquire 500,000  additional  shares of such Common Stock (the  "Option"),  for a
total  purchase  price of  $1,250,000  (the  "Purchase  Price").  The  terms and
provisions of the Option are set forth in Exhibit A annexed hereto.

     2.   Condition Precedent; Closing.

          (a)  The  obligations of each party to effect the purchase and sale of
the Shares and the Option  shall be  subject to the  approval  by the  Company's
stockholders  at the Company's  next annual meeting of  stockholders  of (i) the
terms  hereof,   and  (ii)  an  amendment  to  the  Company's   certificate   of
incorporation  increasing  the number of authorized  shares of Common Stock to a
number sufficient to permit the issuance of the Shares and the Option hereunder.

          (b)  The closing of the purchase and sale of the Shares and the Option
(the "Closing") shall occur as soon as practicable after the satisfaction of the
condition precedent set forth in Section 2(a) hereof, at such location as may be
agreed upon by the Company and Powers.  At the  Closing,  (i) the Company  shall
deliver to Powers one or more stock  certificates for the Shares,  issued in the
name of Powers,  or in such  name(s) as may be  designated  by Powers,  (ii) the
Company  shall  deliver to Powers the  executed  Option,  and (ii) Powers  shall
deliver to the Company the Purchase Price, payable by bank or certified check.

     3.   Representations and Warranties of the Company.  These  representations
and warranties  shall survive for twelve (12) months  following the Closing.  In
consideration  of the purchase and sale described  above and the remaining terms
hereof, the Company represents and warrants to its knowledge that as of the date
hereof and as of the date of the  Closing,  subject to the  satisfaction  of the
condition precedent set forth in Section 2(a) hereof:


<PAGE>

          (a)  Stock Ownership.  Upon issuance,  the Common Stock and the shares
underlying the Option will be duly authorized and validly issued, fully paid and
non-assessable. The Option shall be enforceable in accordance with its terms.

          (b)  Title.  Following  consummation of the  transaction,  the Company
warrants  title to the Common Stock and Option and  covenants  and agrees at its
expense to defend  Powers's  right,  title and  ownership  of the  Common  Stock
(whether  issued on the date hereof or upon exercise of the Option)  against the
claims and demands of all persons whomsoever.

          (c)  Company's  Good  Standing.  The  Company  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and has all necessary powers to carry on its business as now operated
by it.

          (d)  Authorization to Convey Stock. (i) The Company has full power and
authority to enter into this  Agreement  and the Option and the Company has full
power and  authority to sell,  convey,  assign and transfer the Common Stock and
the Option to Powers and otherwise  consummate the  transaction  contemplated by
this Agreement; (ii) this Agreement constitutes the valid and binding obligation
of the Company,  enforceable  in  accordance  with its terms;  (iii) neither the
execution and delivery of this Agreement and the Option, nor the consummation of
the transaction  contemplated herein in the manner herein provided, will violate
any  agreement to which the Company is a party or by which the Company is bound,
or any law,  order,  decree or judgment  applicable to the Company;  and (iv) no
authorization, approval or consent of any third party is required for the lawful
execution,  delivery and  performance  of this  Agreement  and the Option by the
Company.

     4.   Representations  and  Warranties of Powers.  In  consideration  of the
purchase and sale  described  above and the remaining  terms hereof,  Powers has
executed  and  delivered  to the Company the  Investor's  Representation  Letter
attached hereto as Exhibit B, pursuant to which it makes certain representations
and  warranties  to the  Company as of the date hereof and as of the date of the
Closing.

     5.   Modification,  Discharge,  Termination. Neither this Agreement nor any
provisions  hereof shall be modified,  discharged,  or  terminated  except by an
instrument  in writing  signed by the party  against  whom any  waiver,  change,
discharge, or termination is sought.

     6.   Notices.  Any notice,  demand, or other  communication  that any party
hereto may be required,  or may elect,  to give to anyone  interested  hereunder
shall be sufficiently  given if (a) deposited,  postage  prepaid,  registered or
certified,  return receipt requested,  addressed to such address as may be given
herein; or (b) delivered personally at such address.

     7.   Successors  and Assigns.  Except as otherwise  provided  herein,  this
Agreement  shall be  binding  upon and  inure to the  parties'  benefit  and the
benefit of the parties' successors, legal representatives, and assigns.

     8.   Entire Agreement.  This Agreement and its Exhibits hereto contains the
entire agreement of the parties, and there are no representations, covenants, or
other agreements except as stated or referred to herein.

     9.   Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York,  both  substantive  and
remedial.

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<PAGE>

     10.  Severability.  If any provision of this Agreement  shall be held to be
void or unenforceable  under the laws of any place governing its construction or
enforcement, this Agreement shall not be voidable as a result thereof, but shall
be  construed  to be  otherwise  in force  with the same  effect as though  such
provisions were omitted.

     11.  Section  Headings.  The  section  headings  contained  herein  are for
reference  purpose  only  and  shall  not in  any  way  affect  the  meaning  or
interpretation of this Agreement.

     If the foregoing  accurately reflects our agreement,  please so indicate in
the appropriate space below.


SPECTRUM INFORMATION                         POWERS & CO.
 TECHNOLOGIES, INC.



By:                                          By:
       ------------------------------               ----------------------------
Name:  Jon Gerber                            Name:  Lawrence M. Powers
Title: Vice President                        Its:   Owner/Sole Proprietor









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