STOCK PURCHASE AGREEMENT
                            ------------------------


THIS  STOCK PURCHASE AGREEMENT (this "Agreement") is entered into and effective,
September  1,2002  by  and between Hartville Group , Inc. , a Nevada Corporation
(Seller)  whose  address  is  7551  North Main Street , North Canton , Ohio. And

Whiskers,  Inc  a  Colorado  Corporation (Buyer ) whose address is 384 Sanctuary
Court  Henderson,  Nevada  89014.

                                    RECITALS
                                    --------

A.     WHEREAS:  seller is interested in obtaining necessary funding to continue
or  expand  its  business.

B.     WHEREAS:  Buyer  believes  that  it can provide the necessary funding for
seller  to  continue  or  expand  its  business.

C.     THEREFORE  :  Therefore  the  parties  wish  to  consummate  a  financing
arrangement,  pursuant  to  the  terms  of  this  agreement.


                                    ARTICLE 1
                                    ---------
                                    PURCHASE
                                    --------

1.     Hartville  Group,  Inc  (Seller)  hereby agrees to sell to Whiskers, Inc.
(Buyer)  Two Million shares of Hartville Group , Inc common stock for $50,000.00
and  other  considerations.

2.     Whiskers, Inc agrees to obtain funding for Hartville Group in the form of
a  stock  investment  or  a  loan in the amount of but not less than Two Million
Dollars  ($2,000,000).

3.     If  the  investment  is in the form of a purchase of stock, Whiskers Inc.
should  pay  any  finders  fees  or  commissions  on  the  sale  of  the  stock.

4.      If the investment is in the form of a loan. Whiskers, Inc. shall pay all
costs of the loan including finder's fees, loan fees, and interest for the first
year  of  the loan. The loan must have a minimum term of Two years. Buyer agrees
to  guarantee  any  loan  and  or  furnish  collateral  to  guarantee  the loan.

5.     Buyer and seller shall be represented in any funding transaction by their
own  attorneys  and  each  will  be  responsible  for  their  own attorney fees.

6.     Time  is  of  the  essence  in  this agreement. Funding must be completed
before  July  1,2003  if funding is not completed by July 1, 2003 Whiskers, Inc.
will  return  the 2,000,000 shares of Hartville Group, Inc. common stock and the
$50,000.00  payment  for  the  stock  will  be retained by Hartville Group, Inc.

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                                   ARTICLE II
                                   ----------
                    REPRESENTATIONS AND WARRANTIES OF SELLER.
                    -----------------------------------------

1.  ORGANIZATION  (Seller)  is  a  duly  incorporated  and  validly  existing
corporation  in good standing, with all requisite power and authority (corporate
and  other)  to  own  its  properties  and  conduct  its  business.

2.     AUTHORIZATION:  Binding  Agreement.  (Seller) has the requisite corporate
power  and  authority  to execute and deliver this Agreement. This Agreement has
been  duly  and  validly  authorized,  executed  and  delivered  by (Seller) and
constitutes a valid and binding agreement of Buyer in accordance with its terms.

3.     NO  VIOLATION.  Neither  the execution and delivery of this Agreement nor
the  consummation  of  the  transactions  contemplated  hereby  will result in a
violation  or  conflict  with any obligations of the Seller or the provisions of
any contract, commitment, obligation or license to which Seller is a party or by
which  the  Assets  are  bound.

4.     NO  BROKER'S  REPRESENTATION.  Neither  Seller  nor  any affiliate of the
Seller  has  entered  into  or  will  enter  into  any agreement, arrangement or
understanding with any person or firm which will result in the obligation of the
Buyer  to  pay  a  finder's  fee,  brokerage  commission  or  similar payment in
connection  with  the  transactions  contemplated  hereby.

5.     SURVIVAL  OF  WARRANTIES. Seller agrees that all warranties made by it in
this  Agreement  shall survive the consummation of the sale and the closing Date
of  this  Agreement.


                                   ARTICLE III
                                   -----------
                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

1.     ORGANIZATION.  Buyer  is  duly incorporated, validly existing and in good
standing  under  the  laws  of  the  State  of  Colorado,  and has all requisite
corporate  power  and authority to conduct its business as it is presently being
conducted  and  to  own  its  assets.

2.     ACCREDITED.  Buyer  is  an  accredited investor as defined by Rule 215 of
the  Securities  Act  of  1933.

3.  AUTHORIZATION. Buyer has all necessary corporate power and authority to
enter  into  this  Agreement  and  has  taken  all corporate action necessary to
consummate  the  transactions contemplated hereby and to perform its obligations
hereunder.  This  Agreement has be duly executed and delivered by Buyer and is a
legal,  valid  and  binding  obligation  f  Buyer  enforceable  against Buyer in
accordance  with  its  terms.

<PAGE>

                                   ARTICLE IV
                                   ----------
                               GENERAL AGREEMENTS
                               ------------------

1.     CONSENTS  AND  APPROVALS.  If  consent,  approval or authorization of, or
declaration, filing or registration with, any government regulatory authority or
any  other  person  or  entity is required to be obtained by Buyer in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  or  the
transactions  consummated  hereby. Seller agrees to obtain any approval promptly
upon request of buyer. Any delay caused by buyer shall automatically extend this
time  for  completion  of  buyer's  obligations  under  this  agreement.

2.     NO BROKER'S REPRESENTATION.  Neither Buyer nor any affiliate of Buyer has
entered into or will enter into any agreement, arrangement or understanding with
any  person  or  firm which will result in the obligation of the seller to pay a
finder's  fee,  brokerage  commission  or similar payment in connection with the
transactions  contemplated  hereby.

3.     NOTICES.  Any  notice  to  be  given  hereunder shall be given (except as
otherwise  expressly  set  forth herein) by certified mail; postage prepaid, and
shall  be deemed to have been received (5) five business days after posting. Any
notice  shall  be sent to the address given in the preamble of this Agreement or
to  such  other  address  as  the  relevant  party  may  notify  to  the  other.

4.     DISPUTES.  This  Agreement  will  be  interpreted  in  accordance  with
California law, including all matters of construction, validity, performance and
enforcement,  without  giving  effect to any principles of conflict of laws. The
parties hereto consent to the jurisdiction of the courts of the State of Nevada.

5.     ATTORNEY'S  FEES.  If  any arbitration, litigation, action, suit or other
proceeding  is instituted to remedy, prevent or obtain relief from a breach , of
this  Agreement  or  pertaining to a declaration of rights under this Agreement,
the  prevailing  party will recover all such party's attorneys' fees incurred in
each  and  every  such  action,  suit or other proceeding, including any and all
appeals  or  petitions  therefrom.

6.     AMENDMENTS/WAIVERS.  This  agreement  may  be  amended,  supplemented,
modified  or  rescinded only through an express written instrument signed by all
the  parties  or  their  respective  successors  and assignees, Either party may
specifically and expressly waive in writing any portion of this Agreement or any
breach  hereof,  but  no  such  waiver  shall constitute a further or continuing
waiver of any preceding or succeeding breach of the same or any other provision.
The  consent  by  one  party  to  imply  consent  or  waiver of the necessity of
obtaining  such  consent  for  the  same  or  similar  acts  in  the  future.

7.     COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

8.     SEVERABILITY.  Each  provision  of  this  Agreement  is  intended  to  be
severable  and  if  any  term  or  provision  herein  is  determined  invalid or
unenforceable for any reason, such illegality or invalidity shall not affect the
validity  of the remainder of this Agreement an, wherever possible, intent shall
be  given  to  the  invalid  or  unenforceable  provision.

<PAGE>

9.     ENTIRE  AGREEMENT.   The  Agreement  contains  the  entire  and  complete
understanding  between  the  parties  concerning  its  subject  matter  and  all
representations,  agreements,  arrangements  and understandings between or among
the  parties,  whether  oral  or  written, have been fully merged herein and are
superseded  hereby.  Except  as  provided  by  consulting  agreement Exhibit "B"

10.     REMEDIES.  All  rights,  remedies,  undertakings,  obligations, options,
covenants,  conditions  and  agreements  contained  in  this  Agreement shall be
cumulative  and  no  one  of  them  shall  be  exclusive  of  any  other.

11.     FURTHER ASSURANCES AND CORPORATION.  From time to time at the request of
either  party  to  this  Agreement  and without further consideration, the other
party  will  execute  and  deliver such documents and take such action as may be
reasonably  requested  in  order to consummate more effectively the transactions
contemplated  by  this  Agreement.

12.     SUCCESSORS.  Subject to the foregoing paragraph, this Agreement shall be
binding upon and inure to the benefit of the parties and their respective heirs,
legatees,  legal  representatives,  successors  and  permitted  assigns.

13.     BENEFIT  OF  AGREEMENT.  This  agreement  is  for the sole and exclusive
benefit  of  the  signatories  hereto  and  nothing  in  this Agreement shall be
construed  to  give any person or entity other than the parties hereto any legal
or  equitable  right,  claim  or  remedy.

NOW  ,  WHEREFORE,  the  parties hereto enter into this Agreement as of the date
first  written  above.


          "SELLER"                                                     "BUYER"


           HARTVILLE  GROUP,  INC.                                WHISKERS, INC.


      BY:/S/  W.  RUSSELL  SMITH III                    BY: /S/ RICHARD JOHNSON
-------------------------------------                    -----------------------
                  PRESIDENT                                   PRESIDENT

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