EXHIBIT 10.0





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                            STOCK PURCHASE AGREEMENT



                                 by and between



                              AVATAR SYSTEMS, INC.
                                 (THE "COMPANY")



                                       AND



                              CYBERTEC HOLDINGS PLC
                                  ("CYBERTEC")



                                  July 10, 2000

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                                TABLE OF CONTENTS

ARTICLE/
SECTION             SUBJECT                                                 PAGE
-------             -------                                                 ----


ARTICLE I. -- PURCHASE OF SHARES...............................................2

   1.1        Purchase of Shares...............................................2
   1.2        Purchase Price...................................................2
   1.3        Deposit of Purchase Price........................................2
   1.4        Use of Proceeds..................................................2

ARTICLE II. -- REPRESENTATIONS OF THE COMPANY AND THE SHAREHOLDERS.............3

   2.1        Issuance of Company Shares and Warrants..........................3
   2.2        Validity of Transaction..........................................3
   2.3        Existence and Good Standing......................................3
   2.4        Capital Stock....................................................4
   2.5        Subsidiaries and Investments.....................................4
   2.6        Financial Statements and No Material Changes.....................4
   2.7        Books and Records................................................4
   2.8        Title to Properties; Encumbrances................................5
   2.9        Leases...........................................................5
   2.10       Material Contracts...............................................5
   2.11       Restrictive Documents............................................5
   2.12       Litigation.......................................................6
   2.13       Taxes............................................................6
   2.14       Liabilities......................................................6
   2.15       Insurance........................................................6
   2.16       Intellectual Properties..........................................7
   2.17       Compliance with Laws.............................................7
   2.18       Accounts Receivable..............................................7
   2.19       Employment Relations.............................................7
   2.20       Employee Benefit Plans...........................................8
   2.21       Interests in Clients, Suppliers, Etc.............................8
   2.22       Disclosure.......................................................8
   2.23       Broker's or Finder's Fees........................................8
   2.24       Copies of Documents..............................................9
   2.25       Environmental Compliance.........................................9
   2.26       Customer Commitments.............................................9
   2.27       Insider Interests................................................9
   2.28       Registration Rights..............................................9
   2.29       Agreements; Action..............................................10
   2.30       Transactions with Affiliates....................................10
   2.31       Business Plan...................................................10
   2.32       Permits.........................................................10
   2.33       Marketing Rights................................................10
   2.34       Representations as of Closing...................................10

                                      -i-

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ARTICLE III. -- REPRESENTATIONS OF CYBERTEC...................................11

   3.1        Existence and Good Standing of Cybertec.........................11
   3.2        Restrictive Documents...........................................11
   3.3        Broker's or Finder's Fee........................................11
   3.4        Purchase for Investment.........................................11
   3.5        Investor Qualifications.........................................12
   3.6        Representations as of Closing...................................12

ARTICLE IV. -- ADDITIONAL AGREEMENTS..........................................12

   4.1        Preserve Accuracy of Representation and Warranties..............12
   4.2        Passage of Title and Risk of Loss...............................12
   4.3        Consents........................................................12
   4.4        Company Employee Stock Options..................................12
   4.5        Management Contract.............................................12
   4.6        Consulting Agreement............................................13
   4.7        Komlosy Warrant.................................................13
   4.8        Allen Warrant...................................................13
   4.9        Shareholders' Agreement.........................................13
   4.10       Investors' Rights Agreement.....................................13
   4.11       Schedules and Exhibits..........................................13

ARTICLE V. -- CONDITIONS TO CYBERTEC'S OBLIGATIONS............................13

   5.1        Opinion of the Company's Counsel................................13
   5.2        Good Standing and Tax Certificates..............................13
   5.3        No Material Adverse Change......................................14
   5.4        Truth of Representations and Warranties.........................14
   5.5        Performance of Agreements/Authorization.........................14
   5.6        No Litigation Threatened........................................14
   5.7        Management Agreement............................................14
   5.8        Shareholders' Agreement.........................................14
   5.9        Consulting Agreement............................................14
   5.10       Investors' Rights Agreement.....................................14
   5.11       Consents........................................................15
   5.12       Governmental Approvals..........................................15
   5.13       Proceedings.....................................................15
   5.14       Due Diligence Review............................................15
   5.15       Company's Credit Facility with Bank One Texas, N.A..............15

ARTICLE VI. -- CONDITIONS TO THE COMPANY'S OBLIGATIONS........................15

   6.1        Payment of Purchase Price.......................................15
   6.2        Truth of Representations and Warranties.........................15
   6.3        Government Approvals............................................15
   6.4        Proceedings.....................................................16
   6.5        Management Agreement............................................16
   6.6        Shareholders' Agreement.........................................16
   6.7        Consulting Agreement............................................16
   6.8        Investors' Rights Agreement.....................................16
   6.9        No Litigation Threatened........................................16
   6.10       Consents........................................................16
   6.11       Performance of Agreements/Authorization.........................16
   6.12       No Material Adverse Change......................................16

                                      -ii-

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ARTICLE VII. -- COVENANTS OF THE COMPANY......................................17

   7.1        Conduct of Business.............................................17
   7.2        Key Man Insurance...............................................17
   7.3        Business Plan...................................................17

ARTICLE VIII. -- CLOSING......................................................17

   8.1        Closing.........................................................17
   8.2        Actions of the Company at Closing...............................17
   8.3        Actions of Cybertec at Closing..................................18

ARTICLE IX. -- SURVIVAL OF REPRESENTATIONS: INDEMNITY.........................19

   9.1        Survival of Representations and Obligations to Indemnify........19
   9.2        Indemnification by the Company..................................19
   9.3        Indemnification by Cybertec.....................................20
   9.4        Defense.........................................................20

ARTICLE X. -- MISCELLANEOUS...................................................21

   10.1       Expenses........................................................21
   10.2       Governing Law...................................................21
   10.3       Captions........................................................21
   10.4       Publicity.......................................................21
   10.5       Notices.........................................................21
   10.6       Parties in Interest.............................................22
   10.7       Counterparts....................................................22
   10.8       Entire Agreement................................................22
   10.9       Amendments......................................................22
   10.10      Severability....................................................22
   10.11      Third Party Beneficiaries.......................................22
   10.12      Negotiation.....................................................22
   10.13      Definitions.....................................................22

SCHEDULES:

Schedule A            Schedule of Exceptions................................ S-1

EXHIBITS:

Exhibit "A"           Form of Management Agreement.......................... A-1
Exhibit "B"           Form of Shareholders' Agreement....................... B-1
Exhibit "C"           Form of Consulting Agreement.......................... C-1
Exhibit "D"           Form of Warrant....................................... D-1
Exhibit "E"           Form of Investors' Rights Agreement................... E-1
Exhibit "F"           Balance Sheet dated June 30, 2000..................... F-1
Exhibit "G"           Form of Opinion of Counsel............................ G-1

                                     -iii-

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                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT (this  "Agreement") dated as of July 10,
2000, is made and entered into between Avatar Systems, Inc., a Texas corporation
(the "Company"),  whose principal office address is 5728 LBJ Freeway, Suite 270,
Dallas,  Texas 75240,  and Cybertec  Holdings,  Plc., a Public  Limited  Company
incorporated  under  the  Companies  Act of 1985 in  England  and  Wales,  whose
registered office is at Winchester House, Deane Gate Avenue, Taunton TA1 2UH, UK
("Cybertec").

                                    RECITALS

         The Company was formerly the General Partner of Avatar Systems, Ltd., a
Texas limited partnership ("Avatar Ltd.").

         The Company and Avatar Ltd. have completed a reorganization whereby the
Company   has   become   the   successor-in-interest   to   Avatar   Ltd.   (the
"Reorganization").

         The Company provides software, software consulting, application service
provided via Wide Area Network (WAN)/Internet  (Application Service Provider) to
the  energy   industry  and  other   various   companies  as  well  as  Internet
consulting/web design and deployment of Internet auction sites.

         Cybertec desires to acquire 1,600,000 shares of the common stock of the
Company (the "Company  Shares") for  U.S.$1,600,000  on the terms and subject to
the conditions set forth in this Agreement.  Additionally,  at the Closing,  the
Company  shall issue to Cybertec a five-year  warrant to purchase an  additional
1,000,000 shares of the Company's common stock at an exercise price of $1.00 per
share (the "Cybertec Warrant").

         The Company and Robert Charles Shreve, Jr. ("Shreve") will enter into a
management  agreement in generally  the same form as attached  hereto as Exhibit
"A" (the "Management Agreement").

         All of the  shareholders of the Company,  including  Cybertec,  and all
warrant holders,  will enter into a shareholders  agreement in substantially the
same form as attached hereto as Exhibit "B" (the "Shareholders Agreement").

         The  Company,  Merchants  Capital  Holdings,  Ltd.  ("MCH")  and  First
Merchant  Capital  Limited  ("FMCL")  will  enter  into  a  brokerage/consulting
agreement in substantially  the same form as attached hereto as Exhibit "C" (the
"Consulting Agreement").

         The Company will issue to certain individuals and corporations warrants
(the  "Warrants") to purchase shares of the Company's  common stock in generally
the same form as attached hereto as Exhibit "D" (the "Form of Warrant").

         The Company,  Cybertec, MCH, Stephen A. Komlosy, Shreve, Tim Allen ("T.
Allen")  and Gregg  Allen  ("G.  Allen")  will enter  into an  Investors  Rights
Agreement  in  generally  the same form as  attached  hereto as Exhibit "E" (the
"Investors' Rights Agreement").

STOCK PURCHASE AGREEMENT - Page 1

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         In consideration of the foregoing premises and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:

                                   ARTICLE I.
                               PURCHASE OF SHARES

         1.1 Purchase of Shares.  On and subject to the terms and conditions set
forth in this  Agreement,  at the Closing (as defined in Section 8.1),  Cybertec
will acquire from the Company,  and the Company will sell,  deliver and transfer
to Cybertec, the Company Shares and Cybertec Warrant.

         1.2 Purchase Price. As consideration in full for the Company Shares and
Cybertec Warrant,  Cybertec will pay to the Company an aggregate  purchase price
of U.S.$1,600,000 (the "Purchase Price").

         1.3 Deposit of Purchase Price. The Purchase Price shall be deposited in
an interest  bearing account at Bank One Texas,  N.A.,  Dallas,  Texas,  account
number  _____________  which shall require the joint signature of two designated
officers or directors of the Company acceptable to Cybertec. Cybertec shall have
seven  business days to object to the  designation  of the  signatories.  In the
event that Cybertec does not object within seven  business  days,  then Cybertec
shall be deemed to have accepted such designation. If either signatory submits a
written request to the other  signatory for the approval of expenditures  and no
response  is  received  within  seven  business  days,  then the  non-responsive
signatory shall be deemed to have given such approval. The signatory requirement
for the account at such bank shall be subject to this provision.

         1.4 Use of  Proceeds.  The  Purchase  Price shall be  utilized  for the
following  purposes  unless the written  consent of Cybertec is obtained for any
other use. If the written  consent or  objection  of Cybertec is not received by
the  Company  within  seven  business  days  after  receipt by  Cybertec  of the
Company's  request to use proceeds for other purposes,  then Cybertec shall have
been deemed to consent to such use:

                  (a) Reimbursement of Cybertec's reasonable legal,  accounting,
         travel,  due diligence and other fees and expenses incurred by Cybertec
         and  its   representatives   in  connection   with  the  due  diligence
         investigation of the Company and its business and financial  condition,
         and  negotiating  and  completion  of  this  Agreement  and  the  other
         agreements contemplated herein.

                  (b) Payment of the Company's reasonable legal,  accounting and
         other fees and expenses incurred by the Company and its representatives
         in  negotiating   and  completion  of  this  Agreement  and  the  other
         agreements contemplated by this Agreement.

                  (c) Acquisition costs in acquiring target U.S.-based companies
         in the Internet and software  businesses which have been identified and
         discussed by the Company and Cybertec.

                  (d) Compensation  and  reimbursement of expenses to be paid to
         MCH pursuant to the Consulting Agreement.

STOCK PURCHASE AGREEMENT - Page 2

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                  (e) The cost and  expenses,  including,  but not  limited  to,
         legal,  accounting and due diligence  expenses,  of the Company merging
         with a U.S.  non-operating  public company (the "Public Company"),  the
         Company effecting a registration  statement  pursuant to the provisions
         of the  Investors'  Rights  Agreement and  subsequent  offerings of the
         securities of the Public Company.

                                  ARTICLE II.
               REPRESENTATIONS OF THE COMPANY AND THE SHAREHOLDERS

         As a material  inducement to Cybertec to enter into this  Agreement and
perform its  obligations  hereunder  and except as  otherwise  disclosed  on the
Schedule  of  Exceptions  attached  hereto  as  Schedule  A  (the  "Schedule  of
Exceptions"), the Company represents, warrants and agrees as follows:

         2.1  Issuance  of Company  Shares and  Warrants.  When sold,  assigned,
transferred  and conveyed to Cybertec,  the Company Shares and Cybertec  Warrant
will be duly authorized,  validly issued, fully paid,  nonassessable and free of
any preemptive rights of any present shareholder of the Company.

         2.2 Validity of Transaction.  This Agreement, the Cybertec Warrant, the
Management Agreement,  the Shareholders Agreement, the Consulting Agreement, the
Warrants and the Investors'  Rights  Agreement  (collectively,  the "Transaction
Documents")  are  valid  and  legally   binding   obligations  of  the  Company,
enforceable  in  accordance  with their  respective  terms  against the Company,
except  as  limited  by  applicable  bankruptcy,   insolvency,   reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors' rights  generally,  as limited by laws related to the availability of
specific performance, injunctive relief, or other equitable remedies, and to the
extent  the  indemnification  provisions  contained  in  the  Investors'  Rights
Agreement may be limited by applicable  federal or state  securities  laws.  The
execution,  delivery and performance of this Agreement and any other Transaction
Document  contemplated  hereby have been duly authorized by the Company and will
not  violate  any  applicable  federal or state  law,  any order of any court or
government  agency  or the  articles  or  certificate  of  incorporation  of the
Company. The execution, delivery and performance of this Agreement and any other
Transaction  Document  will not  result in any breach of or  default  under,  or
result in the creation of any encumbrance  upon any of the assets of the Company
pursuant  to the  terms of any  agreement  by which  the  Company  or any of its
respective  assets may be bound. No consent,  approval or  authorization  of, or
registration  or filing  with any  governmental  authority  or other  regulatory
agency,  is required  for the  validity  of the  execution  and  delivery by the
Company of this Agreement or any other Transaction Document.

         2.3 Existence  and Good  Standing.  The Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas.  The  Company  has the  power to own its  properties  and to carry on its
business as now being conducted.  The Company is not qualified to do business in
any state,  except Texas,  which is the only jurisdiction in which the character
or  location of the  properties  owned or leased by the Company or the nature of
the business conducted by the Company makes such qualification necessary, except
where the lack of such qualification  would not reasonably be expected to result
in a material adverse effect on the Company. The Company has all necessary power
and  authority to conduct the business it proposes to conduct and enter into and
perform its obligations under the Transaction Documents.

STOCK PURCHASE AGREEMENT - Page 3

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         2.4 Capital  Stock.  The Company has an  authorized  capitalization  of
20,000,000 shares of common stock of which 6,400,000 shares are outstanding. The
Company is not a party to, nor does it have any  knowledge  of, any  outstanding
options,  warrants,  rights,  calls,  commitments,  conversion rights, rights of
exchange, plans or other agreements of any character providing for the purchase,
issuance or sale of any shares of the capital  stock of the Company,  other than
as  contemplated  by the  Transaction  Documents.  As of the Closing  Date,  the
Company  will not be subject to any  obligation,  contingent  or  otherwise,  to
repurchase or otherwise acquire or redeem any shares of its capital stock.

         2.5 Subsidiaries and Investments. The Company does not own, directly or
indirectly,  any of the capital  stock of any other  corporation  or any equity,
profit sharing, participation or other interest in any corporation, partnership,
joint venture or other entity.

         2.6  Financial  Statements  and No  Material  Changes.  The Company has
delivered  to  Cybertec  prior to the  Closing  Date  (as  defined  herein)  the
unaudited  balance  sheet of Avatar  Ltd.  as of June 30,  2000 and the  related
statements of income, all compiled by management of the Company at June 30, 2000
(the balance  sheet and related  statements of income of Avatar Ltd. at June 30,
2000 are  hereinafter  referred to as the "Balance  Sheet").  A true and correct
copy of the Balance  Sheet is attached  hereto as Exhibit "F". The Balance Sheet
fairly presents the financial  condition of Avatar Ltd. at the date thereof and,
except as  indicated  therein,  reflects  all claims  against  and all debts and
liabilities  of Avatar  Ltd.,  fixed or  contingent,  as at the date  thereof as
required by generally accepted accounting principles,  and the related statement
of income fairly  presents the results of the  operations of Avatar Ltd. and the
changes in its financial position for the periods  indicated.  The Balance Sheet
is substantially the same as the financial  statements of the Company would have
been, on a proforma basis, as of June 30, 2000, assuming that the Reorganization
had occurred prior to such date.  After the  Reorganization,  and since June 30,
2000 (the  "Balance  Sheet  Date") to the  Closing  Date,  there has been (i) no
material  adverse  change in the assets or  liabilities,  or in the  business or
condition,  financial  or  otherwise,  or in the results of  operations,  of the
Company,  whether as a result of any  legislative or regulatory  change known to
the  Company,  revocation  known to the  Company of any  license or rights to do
business  held  by the  Company,  fire,  explosion,  accident,  casualty,  labor
trouble, flood, drought, riot, storm, condemnation or act of God or other public
force  or  otherwise  and (ii) no  material  adverse  change  in the  assets  or
liabilities, or in the business or condition,  financial or otherwise, or in the
results of  operations,  or  prospects,  of the Company  except in the  ordinary
course of business;  and to the  knowledge of the Company,  no fact or condition
exists or is contemplated  or threatened  which might cause such a change in the
future.

         2.7 Books and Records.  The Company  will make and keep books,  records
and  accounts  that in  reasonable  detail  accurately  and fairly  reflect  the
transactions  and  dispositions  of its assets.  The Company  will  maintain its
present system of internal accounting controls.  The Company's present system of
internal accounting controls is sufficient to provide reasonable assurances that
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorization,  (ii)  transactions are recorded as necessary to permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles or any other criteria applicable to such statements and to
maintain  accountability for such assets, and (iii) the recorded  accountability
for assets is compared  with the existing  assets at reasonable  intervals,  and
appropriate action is taken with respect to any differences.

STOCK PURCHASE AGREEMENT - Page 4

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         2.8 Title to  Properties;  Encumbrances.  The Company has good title to
all its properties,  assets and leasehold  estates,  real and personal,  and all
such properties,  both real and personal, are not subject to any mortgage, lien,
pledge,  security  interest,  conditional sales agreement or encumbrances of any
kind.

         2.9 Leases.  Section  2.9 of the  Schedule  of  Exceptions  contains an
accurate and complete  list and  description  of the terms of all real  property
leases to which the Company is a party as lessee or lessor. Each lease set forth
in such Section 2.9 is in full force and effect;  all rents and additional rents
due to date on each such lease have been paid; in each case, the lessee has been
in peaceable  possession  since the  commencement  of the original  term of such
lease and is not in default thereunder;  and there exists no event of default or
event,  occurrence,  condition  or act  (including  the  purchase of the Company
Shares  hereunder)  that,  with the giving of  notice,  the lapse of time or the
happening of any further  event or  condition,  would  reasonably be expected to
become a default under such lease. The Company has not violated any of the terms
or  conditions  under any such lease in any material  respect,  and, to the best
knowledge  of the  Company,  all of the  covenants  to be performed by any other
party under any such lease have been fully performed.

         2.10  Material  Contracts.  Except as set forth on Section  2.10 of the
Schedule of Exceptions or as contemplated by this Agreement,  the Company is not
bound by (i) any agreement, contract or commitment relating to the employment of
any person by the Company, or any bonus, deferred compensation,  pension, profit
sharing,  stock option,  employee stock  purchase,  retirement or other employee
benefit plan,  (ii) any agreement,  indenture or other  instrument that contains
restrictions  with respect to payment of dividends or any other  distribution in
respect of its capital  stock,  (iii) any loan or advance to, or investment  in,
any other  Person  (as  defined in Section  10.13(c)  herein) or any  agreement,
contract  or  commitment  relating  to the making of any such  loan,  advance or
investment,  (iv) any guarantee or other contingent  liability in respect of any
indebtedness  or obligation of any other Person (other than the  endorsement  of
negotiable  instruments for collection in the ordinary course of business),  (v)
any management service,  consulting or any other similar type contract,  or (vi)
any  agreement,  contract or  commitment  limiting the freedom of the Company to
engage  in any line of  business  or to  compete  with any  other  Person.  Each
contract or agreement set forth in Section 2.10 of the Schedule of Exceptions is
in full force and effect, and, to the knowledge of the Company,  there exists no
default or event of default or event,  occurrence,  condition or act  (including
the purchase of the Company Shares  hereunder)  that, with the giving of notice,
the  lapse of time or the  happening  of any  other  event or  condition,  would
reasonably be expected to become a default or event of default  thereunder.  The
Company  has not  violated  any of the terms or  conditions  of any  contract or
agreement  set  forth in  Section  2.10 of the  Schedule  of  Exceptions  in any
material respect,  and, to the knowledge of the Company, all of the covenants to
be performed by any other party thereto have been fully performed.

         2.11 Restrictive Documents. To the Company's knowledge,  the Company is
not  subject  to, or a party to, any  charter,  bylaw,  mortgage,  lien,  lease,
license,  permit,  agreement,   contract,   instrument,  law,  rule,  ordinance,
regulation,  order,  judgment or decree, or any other restriction of any kind or
character,   that  materially  and  uniquely   adversely  affects  the  business
practices,  operations  or  condition  of the  Company  or any of its  assets or
property, or that would prevent consummation of the transactions contemplated by
this  Agreement,  compliance  by the  Company  with the  terms,  conditions  and
provisions hereof or the continued operation of the Company's business after the
date hereof or the Closing Date on  substantially  the same basis as  heretofore
operated.

STOCK PURCHASE AGREEMENT - Page 5

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         2.12 Litigation. Except as set forth in Section 2.12 of the Schedule of
Exceptions, to the Company's knowledge, there are no claims, actions, inquiries,
investigations, suits, proceedings or arbitrations pending or threatened against
the Company,  before any  governmental  agency,  court or tribunal,  domestic or
foreign,  or before any  private  arbitration  tribunal,  threatened  or pending
against the Company  involving  the Company's  properties  or business  that, if
determined  adversely to the Company,  would,  individually or in the aggregate,
result in any materially adverse change in the properties,  business, management
or business prospects of the Company nor, to the Company's  knowledge,  is there
any  basis  for  any  such  action,  suit,   proceeding,   arbitration,   claim,
investigation or inquiry. There are no outstanding orders,  judgments or decrees
of any court,  governmental  agency or other  tribunal  naming the  Company  and
enjoining the Company from taking, or requiring the Company to take, any action.
Except as  disclosed  in Section  2.12 of the  Schedule  of  Exceptions,  to the
Company's  knowledge,  there are no  unsatisfied  adverse  judgments or court or
administrative  orders  (whether or not on appeal) against the Company and there
are no judgment  creditors  asserting any claims,  whether or not meritorious or
material, against the Company.

         2.13 Taxes.  The  Company  has filed or caused to be filed,  within the
times and within the manner  prescribed  by law, all federal,  state and foreign
tax returns and tax reports  that are  required to be filed by, or with  respect
to, the Company and its predecessor,  Avatar,  Ltd., except where the failure to
so file such returns or reports would not  reasonably be expected to result in a
material  adverse  effect on the  Company.  Such  returns  and  reports  reflect
accurately  all  liability  for taxes of the  Company  for the  periods  covered
thereby in all material respects. All material federal, state, local and foreign
income, franchise, sales, use, occupancy, excise and other taxes and assessments
(including  interest and  penalties)  payable by, or due from,  the Company have
been fully paid or adequately  disclosed and fully provided for in the books and
financial  statements  of the  Company.  Except as set forth  and  described  in
Section 2.13 of the  Schedule of  Exceptions,  to the  Company's  knowledge,  no
examination  of any tax return of the  Company is  currently  in progress by any
state or federal  administrative or regulatory agency.  There are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any tax return of the Company.  The Company has not  incurred any tax  liability
with any state or federal administrative or regulatory agency as a result of the
Reorganization.

         2.14 Liabilities. The Company has no outstanding claims, liabilities or
indebtedness,  contingent  or  otherwise,  that would  reasonably be expected to
result in a material  adverse effect on the Company,  except as set forth in the
Balance  Sheet.  The  Company  is not in  default  in  respect  of the  terms or
conditions of any indebtedness.

         2.15 Insurance. The Company maintains insurance policies that are, with
respect to their  amounts and types of  coverage,  adequate in  accordance  with
prevailing  standards  in the  Company's  industry.  True,  complete and correct
copies of all such  policies  have been  provided to Cybertec or its  designated
representatives prior to the Closing Date.

STOCK PURCHASE AGREEMENT - Page 6

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         2.16  Intellectual   Properties.   Section  2.16  of  the  Schedule  of
Exceptions  contains an accurate and  complete  list of all domestic and foreign
letters  patent,   patents,   patent   applications,   trade  names,   trademark
registrations and applications,  service mark registrations and applications and
copyright registrations and applications owned by the Company (collectively, the
"Intellectual Property"). Unless otherwise indicated in such Section 2.16 of the
Schedule of Exceptions, the Company owns the Intellectual Property and its trade
secrets (including,  without limitation,  the right to use and license the same)
and each item  constituting  part of the Intellectual  Property has been, to the
extent  indicated  in such  Section  2.16 of the  Schedule of  Exceptions,  duly
registered  with,  filed in or issued by, as the case may be, the United  States
Patent and  Trademark  Office or such other  government  entities,  domestic  or
foreign,  as are indicated in such Schedule 2.16 of the Schedule of  Exceptions;
and such  registrations,  filings and issuances remain in full force and effect.
To the  knowledge of the  Company,  except as stated in such Section 2.16 of the
Schedule  of  Exceptions,  there are no pending  or  threatened  proceedings  or
litigation or other adverse  claims with respect to the  Intellectual  Property.
Section 2.16 of the Schedule of Exceptions  lists all notices or claims received
by the Company during the past two years that claim  infringement by the Company
of any domestic or foreign letters patent, patent applications,  patent licenses
and know-how licenses,  trade names,  trademark  registrations and applications,
service  marks,  copyrights,  copyright  registrations  or  applications,  trade
secrets or other confidential  proprietary  information.  Except as set forth in
such Section 2.16 of the Schedule of  Exceptions,  there is, to the knowledge of
the Company,  no reasonable basis upon which a claim may be asserted against the
Company for  infringement of any domestic or foreign  letters  patent,  patents,
patent  applications,  patent  licenses  and  know-how  licenses,  trade  names,
trademark registrations and applications,  common law trademarks, service marks,
copyrights,  copyright  registrations  or  applications,  trade secrets or other
confidential proprietary information. To the knowledge of the Company, except as
indicated on Section 2.16 of the Schedule of Exceptions, no Person is infringing
upon the Intellectual Property.

         2.17  Compliance  with  Laws.  To  the  Company's  knowledge,  it is in
compliance  in all material  respects  with all  applicable  laws,  regulations,
orders, judgments and decrees.

         2.18 Accounts  Receivable.  The Balance Sheet  accurately  reflects the
amount of accounts receivable or other debts due the Company.

         2.19 Employment Relations. (i) The Company is in substantial compliance
with all  federal,  state,  provincial  or other  applicable  laws,  domestic or
foreign, respecting employment and employment practices, terms and conditions of
employment  and wages and  hours,  and has not and is not  engaged in any unfair
labor practice,  (ii) no unfair labor practice  complaint against the Company is
pending before a labor commissioner or other competent authority, (iii) there is
no labor  strike,  dispute,  slowdown  or  stoppage  actually  pending or to the
Company's knowledge,  threatened against or involving the Company, (iv) no labor
grievance  that would  reasonably be expected to have a material  adverse effect
upon the  Company  or the  conduct  of its  businesses  exists,  no  arbitration
proceeding  arising  out of or under  any  collective  bargaining  agreement  is
pending, and no claim therefor has been asserted,  (v) no collective  bargaining
agreement is currently being negotiated by the Company, and (vi) the Company has
not experienced any material labor difficulty during the last three years. There
has not been,  and to the  knowledge  of the  Company,  there  will not be,  any
material  adverse  change in relations with employees of the Company as a result
of any announcement of the transactions  contemplated by this Agreement.  To the
knowledge of the Company, no key employee, or group of employees,  has any plans
to terminate  employment  with the Company.  As of the Closing Date, the Company
does not have any  employment  contracts  with any of its  employees,  except as
contemplated by this Agreement.

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         2.20 Employee  Benefit Plans.  The Company has (i) no employee  benefit
plans  within the  meaning of Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  whether or not any such  Employee
Benefit Plans are  otherwise  exempt from the  provisions  of ERISA,  or (ii) no
other employee benefit plans or any other foreign pension, welfare or retirement
benefit  plans.  The Company has  delivered to Cybertec and its counsel true and
complete  copies of (i) all employee  benefit  plans as in effect as well as the
latest Internal  Revenue Service  determination  letter obtained with respect to
any  such  employee  benefit  plan  qualified  under  Section  401 or 501 of the
Internal Revenue Code of 1986, as amended and (ii) Form 5500 for the most recent
completed fiscal year for each employee benefit plan required to file such form.

         2.21  Interests  in  Clients,  Suppliers,  Etc.  Except as set forth on
Section  2.21 of the  Schedule  of  Exceptions,  no officer or  director  of the
Company  possesses,  directly or indirectly,  any financial interest in, or is a
director, officer or employee of, any corporation, firm, association or business
organization that is a client, supplier,  customer or competitor of the Company.
Ownership of securities of a company whose  securities are registered  under the
Securities  Exchange Act of 1934, as amended,  not in excess of one percent (1%)
of any class of such securities  shall not be deemed to be a financial  interest
for purposes of this Section 2.21.

         2.22  Disclosure.  None of this  Agreement,  the  financial  statements
referred  to in  Section  2.6  above,  or any  agreement,  schedule,  exhibit or
certificate  delivered  in  accordance  with the terms hereof or any document or
statement in writing that has been  supplied by or on behalf of the Company,  or
by any of the Company's  directors or officers to Cybertec,  in connection  with
the  transactions  contemplated  hereby,  contains  any  untrue  statement  of a
material  fact, or omits any statement of a material fact  necessary in order to
make the statements contained herein or therein not misleading. There is no fact
known to the  Company  that  materially  and  adversely  affects  the  business,
prospects or financial  condition  of the Company or its  properties  or assets,
that has not been set forth in this Agreement or in the  schedules,  exhibits or
certificates  or  statements  in  writing   furnished  in  connection  with  the
transactions contemplated by this Agreement. There has not come to the attention
of the Company any facts that  reasonably  cause the Company to believe that any
document connected with the transactions  contemplated hereby contain any untrue
statement or a material  fact,  or omit to state a material  fact required to be
stated herein or necessary in order to make the statements  herein,  in light of
the circumstances existing on the Closing Date, not misleading.

         2.23  Broker's  or  Finder's  Fees.  Except  for  the  fees  and  other
considerations  payable to Merchant  Capital  Holdings  Limited  pursuant to the
Consulting  Agreement and the Warrant to be issued to Stephen Komlosy, no agent,
broker,  person or firm acting on behalf of the Company is, or will be, entitled
to any  commission or broker's or finder's fees from any of the parties  hereto,
or from any Person  controlling,  controlled by or under common control with any
of the parties hereto,  in connection with any of the transactions  contemplated
herein.

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         2.24 Copies of Documents.  The Company has caused to be made  available
for  inspection and copying by Cybertec and its  representatives,  attorneys and
accountants,  true,  complete and correct copies of all documents referred to in
this  Article II or in any  schedule  or  exhibit  furnished  by the  Company to
Cybertec pursuant to this Agreement.

         2.25 Environmental  Compliance. To the knowledge of the Company (i) the
conduct of the business at the Company in connection  with the  ownership,  use,
maintenance  or  operation  of any real  property  which has ever been  owned or
leased by the  Company,  and the conduct of  business  by the  Company  thereon,
complies  and  complied  with,  and the  Company  is not in  violation  of,  any
applicable federal, state, county or local statutes,  laws, regulations,  rules,
ordinances,  codes, licenses, permits (granted to the Company) or orders (naming
the Company) of any governmental  authorities relating to environmental matters,
including,   without  limitation,   the  Comprehensive   Environmental  Response
Compensation and Liability Act of 1980 ("CERCLA"),  and any other law,  statute,
ordinance or regulation  relating to the  protection of the public health and/or
the  environment,   whether   promulgated  by  the  United  States,  any  state,
municipality  and/or  other  governmental  body,  each as  amended  (hereinafter
collectively  referred  to as  "Environmental  Laws"),  (ii) the  conduct of the
business  at the  Company is and has at all times  been  performed  in  material
conformance with all Environmental Laws and regulations  pertaining thereto, and
all  permits or other  documents  required  for the  conduct of the  business in
accordance  with the  Environmental  Laws are and at all times have been in full
force  and  effect;  and  (iii)  there  are  no  notices  of  violation  of  any
Environmental   Laws  requiring  any  work,   repairs,   construction,   capital
expenditures or otherwise with respect to the business of the Company which have
been  received by the  Company,  and there are no writs,  notices,  injunctions,
decrees,  orders, liens or judgments outstanding,  no lawsuits based upon either
the Environmental Laws or the common law, claims,  proceedings or investigations
pending  relating to the  operations of the Company with respect to the disposal
of hazardous wastes or hazardous substances by the Company.

         2.26 Customer  Commitments.  There are no oral  arrangements or written
contracts, agreements, understandings,  commitments and the like under the terms
of which the Company has agreed to pay any bonus, rebate,  financing,  discount,
waiver of payment,  incentive or the like, from May 1, 1999 to the Closing Date,
to any of the Company's customers or their employees.

         2.27 Insider Interests. No shareholder,  employee,  officer or director
of the  Company has any  material  interest  in any  personal or real  property,
tangible or  intangible,  including,  without  limitation,  inventions  or other
Intellectual Property, used in the business of the Company.

         2.28 Registration  Rights.  Except as provided in the Investors' Rights
Agreement,  the  Company  has not  granted  or agreed to grant any  registration
rights, including piggyback rights, to any Person.

STOCK PURCHASE AGREEMENT - Page 9

<PAGE>

         2.29  Agreements;  Action.  Except  for this  Agreement  and the  other
agreements  contemplated  hereby, and by the Warrants and except as disclosed in
Section  2.29  of  the  Schedule  of   Exceptions,   there  are  no  agreements,
understandings  or  proposed  transactions  between  the  Company and any of its
officers,  directors or  Affiliates,  or any Affiliate of any of the  foregoing.
Except as disclosed in Section 2.29 of the Schedule of Exceptions,  there are no
agreements  to which the Company is a party or by which it is bound that involve
indemnification by the Company with respect to infringements of such proprietary
rights.

         2.30 Transactions with Affiliates.  Except as set forth in Section 2.30
of the  Schedule  of  Exceptions  or  Financial  Statements,  to  the  Company's
knowledge,  the  Company has not had any direct or  indirect  dealings  with any
employee,  officer or director of the Company ("Related Party"),  or with any of
such Related Party's Affiliates in any transaction exceeding a value of $60,000.
To the  Company's  knowledge,  the Company has no obligation to or claim against
any Related Party, or any of such Related Party's  Affiliates and no such Person
has any obligation to or claim against the Company.

         2.31 Business  Plan.  The business plan dated January 2000 delivered to
Cybertec  (the  "Business  Plan") has been prepared in good faith by the Company
and does not contain any untrue statement of a material fact nor does it omit to
state a  material  fact  necessary  to make  the  statements  made  therein  not
misleading,  except that with respect to  projections  contained in the Business
Plan, the Company  represents only that such  projections  were prepared in good
faith by the  Company  and  that  the  Company  reasonably  believes  there is a
reasonable basis for such projections.

         2.32 Permits. The Company has all franchises,  permits,  licenses,  and
any similar  authority  necessary  for the conduct of its  business as now being
conducted by it, the lack of which would  reasonably  be expected to  materially
and adversely affect the business, properties, prospects, or financial condition
of the Company, and the Company believes it can obtain,  without undue burden or
expense,  any similar authority for the conduct of its business as planned to be
conducted in the Business Plan. To the Company's knowledge, it is not in default
in any material  respect under any of such  franchises,  permits,  licenses,  or
other similar  authority.  2.33  Marketing  Rights.  The Company has not granted
rights to produce,  license,  market,  or sell its products to any other Person,
except  to  the  extent  that  such  rights  are  not  reasonably   expected  to
individually exceed $25,000 in revenue to such Person.

         2.34  Representations as of Closing. The representations and warranties
made by the Company in this Article II and the schedules  hereto will be correct
in all  material  respects on and as of the Closing Date with the same force and
effect as if such  representations and warranties and schedules had been made on
the  Closing  Date.  The  liability  of  the  Company  for  its  warranties  and
representations  under  this  Article  II shall  terminate  two years  after the
Closing Date.

STOCK PURCHASE AGREEMENT - Page 10

<PAGE>

                                  ARTICLE III.
                           REPRESENTATIONS OF CYBERTEC

         As a material  inducement  to the Company to enter into this  Agreement
and perform its obligations hereunder, Cybertec represents,  warrants and agrees
as follows:

         3.1  Existence  and Good  Standing  of  Cybertec.  Cybertec is a Public
Limited  Company  incorporated  under  the  Companies  Act of 1985,  and is duly
organized,  validly  existing and in good standing under the laws of England and
Wales. Cybertec has corporate power and authority to make, execute,  deliver and
perform this Agreement and the other agreements  contemplated  herein,  and this
Agreement and the other agreements contemplated herein have been duly authorized
and approved by all required  corporate  action of Cybertec.  This Agreement and
each  other  agreement  contemplated  herein to be  executed  and  delivered  by
Cybertec  constitute a valid and binding obligation of Cybertec,  enforceable in
accordance  with  their  respective  terms,  except  as  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application affecting enforcement of creditors' rights generally,  as limited by
laws related to the availability of specific performance,  injunctive relief, or
other  equitable  remedies,  and to the  extent the  indemnification  provisions
contained  in the  Investors'  Rights  Agreement  may be limited  by  applicable
federal or state  securities  laws. Each person executing this Agreement and the
other agreements  contemplated  herein on behalf of Cybertec is authorized to do
so.

         3.2  Restrictive  Documents.  Cybertec is not  subject to any  charter,
by-law,  mortgage,  lien,  lease,  agreement,   instrument,  order,  law,  rule,
regulation,  judgment  or  decree,  or any  other  restriction  of any  kind  or
character,  that would prevent consummation of the transactions  contemplated by
this Agreement.

         3.3  Broker's  or  Finder's   Fee.   Except  for  the  fees  and  other
consideration  payable to MCH and FMCL pursuant to the Consulting  Agreement and
the issuance of the Warrant to Stephen Komlosy, no agent, broker, person or firm
acting on behalf of  Cybertec  is, or will be,  entitled  to any  commission  or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

         3.4 Purchase for  Investment.  Cybertec will acquire the Company Shares
and  Cybertec  Warrant  for  investment  and not  with a view to  resale  or for
distributing all or any part thereof in any transaction which would constitute a
"distribution"  within the  meaning of the  Securities  Act of 1933,  as amended
(the" Securities  Act"). The offering of the Company Shares and Cybertec Warrant
to Cybertec was made only through  direct,  personal  communication  between the
Company  and a duly  authorized  officer  of  Cybertec  and not  through  public
solicitation or advertising.  Cybertec  acknowledges that the Company Shares and
Cybertec Warrant are "restricted  securities" and have not been registered under
the Securities Act and except for the obligations of the Company pursuant to the
Investors' Rights  Agreement,  the Company is not under any obligation to file a
registration  statement with the Securities and Exchange Commission or any state
securities agency with respect to the Company Shares and Cybertec Warrant.

STOCK PURCHASE AGREEMENT - Page 11

<PAGE>

         3.5  Investor  Qualifications.  Cybertec  (i) has  such  knowledge  and
experience  in financial  and business  matters that it is capable of evaluating
the merits  and risks of its  investment  in the  Company  Shares  and  Cybertec
Warrant and has the  financial  ability to assume the monetary  risk  associated
therewith,  (ii) is able to bear  the  complete  loss of its  investment  in the
Company  Shares and Cybertec  Warrant,  (iii) has received  such  documents  and
information as it has requested and has had the opportunity to ask questions of,
and receive answers from, the Company and its management  concerning the Company
and the terms and conditions of the offering of the Company Shares and to obtain
additional  information,  (iv) is not an  entity  formed  solely  to  make  this
investment, (v) is not relying upon any statements or instruments made or issued
by any person  other than the Company and its officers to Cybertec and its legal
representatives  and  agents in making  its  decision  to invest in the  Company
Shares and Cybertec Warrant,  and (vi) is an "accredited  investor" as such term
is defined in Regulation D promulgated under the Securities Act.

         3.6  Representations as of Closing.  The representations and warranties
made by Cybertec in this Article III will be correct in all material respects on
and  as of  the  Closing  Date  with  the  same  force  and  effect  as if  such
representations  and warranties had been made on the Closing Date. The liability
of Cybertec for its warranties and representations  under this Article III shall
terminate two years after the Closing Date.

                                  ARTICLE IV.
                              ADDITIONAL AGREEMENTS

         4.1 Preserve  Accuracy of  Representation  and Warranties.  Each of the
parties  hereto  shall  refrain  from  taking any action  that would  render any
representation or warranty contained herein inaccurate as of the Closing Date.

         4.2  Passage  of Title  and  Risk of Loss.  Possession  and  legal  and
equitable title and risk of loss with respect to the Company Shares and Cybertec
Warrant to be transferred hereunder shall not pass to Cybertec until the Company
Shares and Cybertec  Warrant are  transferred  to Cybertec at the Closing on the
Closing Date.

         4.3 Consents. The Company agrees to use its best efforts to obtain such
consents as may be required  under any  contract,  mortgage,  lease,  license or
other  instrument  requiring the consent of another party thereto as a result of
the transactions contemplated by this Agreement.

         4.4 Company  Employee Stock Options.  After Closing,  stock options for
the Company's  common stock may be granted from time to time to employees  based
on  performance  and at the sole  discretion  of the Board of  Directors  of the
Company provided that the aggregate of any employee stock options, excluding the
Warrants issued  pursuant to this Agreement,  do not exceed 5% of the issued and
outstanding common stock of the Company.

         4.5 Management  Contract.  At the Closing,  the Company and Shreve will
enter into a Management  Agreement in the form as attached hereto as Exhibit "A"
which will include a five-year warrant for the purchase of 1.6 million shares of
the  Company  common  stock  for  $1.00  per share  (the  "Shreve  Warrant")  in
substantially  the same form as the Form of Warrant  attached  hereto as Exhibit
"D".

STOCK PURCHASE AGREEMENT - Page 12

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         4.6 Consulting  Agreement.  At the Closing,  the Company,  MCH and FMCL
will enter into a Consulting Agreement in substantially the same form as Exhibit
"C" attached hereto.  Additionally,  the Company will issue and deliver to MCH a
five-year warrant to purchase 2,000,000 shares of the Company's common stock for
$1.00 per share (the "MCH Warrant") in  substantially  the same form as the Form
of Warrant attached hereto as Exhibit "D".

         4.7  Komlosy  Warrant.  At the  Closing,  the  Company  shall issue and
deliver to Stephen  Komlosy or his  designee  a  five-year  warrant to  purchase
600,000  shares of the Company  common  stock for $1.00 per share (the  "Komlosy
Warrant") in substantially  the same form as the Form of Warrant attached hereto
as Exhibit "D".

         4.8 Allen Warrant. At the Closing,  the Company shall issue and deliver
to Tim and Gregg Allen a five-year  warrant to purchase an  aggregate of 500,000
shares of the Company's  common stock for $1.00 per share (the "Allen  Warrant")
in substantially the same form as the Form of Warrant attached hereto as Exhibit
"D".

         4.9 Shareholders' Agreement. At the Closing, all of the shareholders of
the  Company,  including  Cybertec  and any holder of options or warrants of the
Company, shall enter into the Shareholders'  Agreement in substantially the same
form as attached hereto as Exhibit "B".

         4.10 Investors'  Rights  Agreement.  At the Closing,  the Company shall
have executed and delivered to Cybertec,  MCH, Komlosy,  Shreve, T. Allen and G.
Allen,  the Investors'  Rights  Agreement in the form attached hereto as Exhibit
"E".

         4.11  Schedules and Exhibits.  Exhibits and  Schedules,  as applicable,
shall be brought  current to the  Closing  Date and  delivered  to  Cybertec  at
Closing.

                                   ARTICLE V.
                      CONDITIONS TO CYBERTEC'S OBLIGATIONS

         The obligations of Cybertec hereunder are, at its sole option,  subject
to and conditioned upon the  satisfaction and fulfillment by the Company,  on or
prior to the Closing Date of each of the following  conditions  unless waived in
writing by Cybertec.

         5.1 Opinion of the Company's Counsel.  The Company shall have furnished
Cybertec  with an opinion of Haynes and Boone LLP, as counsel  for the  Company,
dated the Closing Date,  substantially in the form as attached hereto as Exhibit
"G".

         5.2  Good  Standing  and  Tax  Certificates.  The  Company  shall  have
delivered to Cybertec  (i) copies of the  Company's  certificate  or articles of
incorporation,  including all amendments thereto,  certified by the secretary of
state or other appropriate  official of its jurisdiction of incorporation,  (ii)
certificates  from the secretary of state or other  appropriate  official of the
jurisdiction of incorporation to the effect that the Company is in good standing
or  subsisting  in such  jurisdiction  and listing all charter  documents of the
Company on file,  (iii) a  certificate  from the  appropriate  official  in each
jurisdiction in which the Company is qualified to do business to the effect that
the Company is in good standing in such jurisdiction,  and (iv) a certificate as
to the tax status of the Company in the jurisdiction of incorporation.

STOCK PURCHASE AGREEMENT - Page 13

<PAGE>

         5.3 No Material  Adverse  Change.  Since the Balance Sheet Date,  there
shall be no material  adverse change in the assets or liabilities,  the business
or condition, financial or otherwise, the results of operations, or prospects of
the  Company,  whether  as a result of any  legislative  or  regulatory  change,
revocation of any license or rights to do business,  fire, explosion,  accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God
or other  public force or  otherwise,  and the Company  shall have  delivered to
Cybertec a  certificate,  executed by the  President of the  Company,  dated the
Closing Date, to such effect.

         5.4 Truth of Representations  and Warranties.  The  representations and
warranties  of the  Company  contained  in  this  Agreement  or in any  schedule
delivered  pursuant  hereto  shall be true and  correct on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of such date, and the Company shall have delivered to Cybertec on
the Closing Date a certificate,  executed by the President of the Company, dated
the Closing Date, to such effect.

         5.5  Performance  of  Agreements/Authorization.  Each  and  all  of the
agreements of the Company to be performed on or before the Closing Date pursuant
to the terms hereof shall have been duly  performed,  and the Company shall have
delivered to Cybertec a  certificate  executed by the  President of the Company,
dated the Closing Date, to such effect.  Cybertec shall have also received (i) a
copy of  resolutions  of the Board of Directors of the Company  authorizing  the
execution,  delivery and performance of this Agreement and all related documents
and agreements, each certified by the Secretary of the Company as being true and
correct  copies  of  the  originals  thereof  subject  to  no  modifications  or
amendments,  and (ii) a certificate  of the President of the Company,  dated the
Closing Date, as to the  performance  of and  compliance by the Company with all
covenants contained herein on and as of the Closing Date and certifying that all
conditions precedent of the Company to the Closing have been satisfied.

         5.6 No Litigation Threatened.  Prior to and including the Closing Date,
no action or proceedings  shall have been  instituted or, to the best knowledge,
information and belief of the Company, shall have been threatened before a court
or other  governmental  body or by any public  authority to restrain or prohibit
any  of the  transactions  contemplated  hereby,  and  the  Company  shall  have
delivered to Cybertec a certificate, dated the Closing Date, to such effect.

         5.7  Management  Agreement.  The Company and Shreve  shall have entered
into the  Management  Agreement  in  substantially  the same form as Exhibit "A"
hereto.

         5.8  Shareholders'  Agreement.  The  Company  and all of the  Company's
shareholders, including Cybertec, and any holder of stock options or warrants of
the  Company,  including  the holders of Warrants to be issued  pursuant to this
Agreement shall have entered into the  Shareholders'  Agreement in substantially
the same form as Exhibit "B" hereto.

         5.9 Consulting Agreement.  The Company, MCH and FMCL shall have entered
into the  Consulting  Agreement  in  substantially  the same form as Exhibit "C"
hereto.

         5.10 Investors' Rights Agreement. The Company, MCH, Cybertec,  Komlosy,
Shreve,  T. Allen and G. Allen shall have  entered  into the  Investors'  Rights
Agreement in substantially the same form as Exhibit "E" hereto.

STOCK PURCHASE AGREEMENT - Page 14

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         5.11 Consents.  Written consents as may be required under any contract,
mortgage,  lease,  license or other  instrument  to which the Company is a party
requiring  consent of  another  party  thereto  as a result of the  transactions
contemplated  by this  Agreement  shall have been  obtained  by the  Company and
delivered to Cybertec.

         5.12  Governmental  Approvals.  All governmental and other consents and
approvals,  if any,  necessary to permit the  consummation  of the  transactions
contemplated  by this  Agreement  shall have been  received  by the  Company and
delivered to Cybertec.

         5.13  Proceedings.  All  proceedings to be taken in connection with the
transactions  contemplated by this Agreement and all documents  incident thereto
including  documents  relating to the  Reorganization,  shall be satisfactory in
form and substance to Cybertec in its reasonable discretion,  and Cybertec shall
have received  copies of all such  documents and other  evidences as Cybertec or
its counsel may  reasonably  request in order to establish the  consummation  of
such transactions and the taking of all proceedings in connection therewith.

         5.14  Due  Diligence  Review.  Cybertec  and  its  representatives  and
advisors shall have completed a due diligence review of the business, operations
and  financial  statements  of the  Company,  the  results  of  which  shall  be
satisfactory to Cybertec and its counsel in their sole discretion.

         5.15 Company's  Credit Facility with Bank One Texas,  N.A.. The Company
and Bank One Texas,  N.A.  ("Bank One") shall have amended the Company's  credit
facility with Bank One in  accordance  with the letter dated March 25, 2000 from
Bank One to Shreve,  Avatar  Ltd.  and such  amended  credit  facility  shall be
acceptable to Cybertec.

                                  ARTICLE VI.
                     CONDITIONS TO THE COMPANY'S OBLIGATIONS

         The  obligations  of the Company  hereunder  are,  at its sole  option,
subject to and conditioned upon the satisfaction and fulfillment by Cybertec, on
or prior to the Closing Date, of each of the following  conditions unless waived
in writing by the Company.

         6.1  Payment of  Purchase  Price.  Cybertec  shall have  delivered  the
Purchase Price pursuant to Article I.

         6.2 Truth of Representations  and Warranties.  The  representations and
warranties of Cybertec  contained in this Agreement shall be true and correct on
and as of the Closing  Date with the same effect as though such  representations
and  warranties  had been made on and as of such date;  and Cybertec  shall have
delivered  to the  Company on the  Closing  Date a  certificate  executed by its
Managing Director, dated the Closing Date, to such effect.

         6.3 Government Approvals.  All governmental consents and approvals,  if
any,  necessary to permit the consummation of the  transactions  contemplated by
this Agreement shall have been received.

STOCK PURCHASE AGREEMENT - Page 15

<PAGE>

         6.4  Proceedings.  All  proceedings to be taken in connection  with the
transactions  contemplated by this Agreement and all documents  incident thereto
shall be  reasonably  satisfactory  in form and substance to the Company and its
counsel.

         6.5  Management  Agreement.  The Company and Shreve  shall have entered
into the  Management  Agreement  in  substantially  the same form as Exhibit "A"
hereto.

         6.6 Shareholders'  Agreement.  The Company and all of the shareholders,
including  Cybertec and any holder of stock  options or warrants of the Company,
including the holders of Warrants to be issued pursuant to this Agreement, shall
have entered into the Shareholders'  Agreement in substantially the same form as
Exhibit "B" hereto.

         6.7 Consulting Agreement.  The Company, MCH and FMCL shall have entered
into the  Consulting  Agreement  in  substantially  the same form as Exhibit "C"
hereto.

         6.8 Investors' Rights Agreement.  The Company, MCH, Cybertec,  Komlosy,
Shreve,  T. Allen and G. Allen shall have  entered  into the  Investors'  Rights
Agreement in substantially the same form as Exhibit "E" hereto.

         6.9 No Litigation Threatened.  Prior to and including the Closing Date,
no action or proceedings  shall have been instituted or to the best knowledge of
Cybertec  and the  Company  shall have been  threatened  before a court or other
governmental  body or by any public authority to restrain or prohibit any of the
transactions contemplated herein.

         6.10 Consents.  Written consents as may be required under any contract,
mortgage,  lease,  license  or other  instrument  to which  Cybertec  is a party
requiring  consent of  another  party  thereto  as a result of the  transactions
contemplated  by this  Agreement  shall  have  been  obtained  by  Cybertec  and
delivered to the Company.

         6.11  Performance  of  Agreements/Authorization.  Each  and  all of the
agreements of Cybertec to be performed on or before the Closing Date pursuant to
the terms  hereof  shall  have been duly  performed,  and  Cybertec  shall  have
delivered to the Company a certificate, executed by its Managing Director, dated
the Closing  Date,  to such effect.  The Company  shall have also received (i) a
copy of  resolutions  of the Board of  Directors  of  Cybertec  authorizing  the
execution,  delivery and performance of this Agreement and all related documents
and  agreements,  each  certified by the managing  Director of Cybertec as being
true and correct copies of the originals  thereof subject to no modifications or
amendments,  and (ii) a certificate of the Managing Director of Cybertec,  dated
the Closing Date, as to the  performance  of and compliance by Cybertec with all
covenants contained herein on and as of the Closing Date and certifying that all
conditions precedent of Cybertec to the Closing Date have been satisfied.

         6.12 No Material  Adverse  Change.  During the ninety days prior to the
Closing Date,  there shall have been no material adverse change in the assets or
liabilities,  the business or condition,  financial or otherwise, the results of
operations, or prospects of Cybertec,  whether as a result of any legislative or
regulatory  change,  revocation  of any license or rights to do business,  fire,
explosion,  accident,  casualty,  labor trouble,  flood,  drought,  riot, storm,
condemnation  or act of God or other public force or otherwise,  Cybertec  shall
have delivered to the Company a certificate,  executed by the Managing  Director
of Cybertec, dated the Closing Date, to such effect.

STOCK PURCHASE AGREEMENT - Page 16

<PAGE>

                                  ARTICLE VII.
                            COVENANTS OF THE COMPANY

         Until the later of such  time that  Cybertec  owns less than 10% of the
issued and outstanding shares of Common Stock of the Company or unless otherwise
agreed by Cybertec  in writing,  the  Company  shall  comply with the  following
covenants:

         7.1  Conduct  of  Business.   The  Company  shall  continue  to  engage
principally  in the business  described in the Business Plan dated January 2000.
The Company will keep in full force and effect its corporate  existence and will
comply in all material  respects with all applicable laws and regulations in the
conduct of its business.

         7.2 Key Man Insurance.  Within 30 days after closing,  the Company will
secure  "key man" life  insurance  in the amount of  $1,000,000  on Shreve,  the
proceeds of which shall be payable to the Company.

         7.3  Business  Plan.  The  Company  shall  deliver to  Cybertec  within
forty-five  (45) days after the end of each  fiscal  year,  a business  plan and
budget for the then current year.

                                  ARTICLE VIII.
                                     CLOSING

         8.1 Closing.  The  consummation of the sale and purchase of the Company
Shares and  Cybertec  Warrant  and the other  transactions  contemplated  by and
described in this Agreement  shall take place at a closing (the "Closing") to be
held on July 10, 2000 (the  "Closing  Date").  The Closing  shall be held at the
offices of the Company, 5728 LBJ Freeway,  Suite 270, Dallas, Texas 75240, or at
such other  place as may be mutually  agreed to by the  parties  hereto and at a
time mutually agreed to by the parties hereto.  If acceptable to the Company and
Cybertec,  the Closing may be effected  by  facsimile  transmission  of executed
copies of the  documents  delivered  at the Closing and payment of the  Purchase
Price and by sending  original copies of the documents  delivered at the Closing
by reputable  overnight  delivery service,  postage or delivery charges prepaid,
for delivery to the parties at their address stated herein by the third business
day following the Closing. All transactions contemplated by this Agreement shall
be deemed effective as of the Closing Date.

         8.2  Actions of the  Company at Closing.  At the  Closing,  the Company
shall deliver to Cybertec the following:

                  (a) The  certificate(s)  representing  the Company  Shares and
         Cybertec Warrant registered in the name of Cybertec.

                  (b) An opinion  letter from Haynes and Boone LLP,  counsel for
         the Company, in accordance with the provisions of Section 5.1 herein.

                  (c)  The  Management  Agreement  executed  by  Shreve  and the
         Company.

STOCK PURCHASE AGREEMENT - Page 17

<PAGE>

                  (d) Certificates of Incumbency for the officers of the Company
         making certifications for Closing dated as of the Closing Date.

                  (e) A copy of resolutions duly and unanimously  adopted by the
         Company's  Board of  Directors,  as  required by law,  authorizing  and
         approving the Company's  performance of the  transactions  contemplated
         hereby  and the  execution  and  delivery  of the  documents  described
         herein,  certified  as true and in full force as of the Closing Date by
         an authorized officer of the Company.

                  (f) Exhibits and  schedules,  as  applicable,  which have been
         brought current to the Closing Date.

                  (g) Good standing and tax  certificates as required by Section
         5.2 of this Agreement.

                  (h) Certificate,  dated as of the Closing Date and executed by
         the  President  of the Company in  conformity  with the  provisions  of
         Sections 5.3, 5.4, 5.5 and 5.6 of this Agreement.

                  (i)  All  written  consents  as  may  be  required  under  any
         contract,  mortgage,  lease,  license  or  other  instrument  requiring
         consent  of  another  party  thereto  as a result  of the  transactions
         contemplated by this Agreement.

                  (j) The Shareholders'  Agreement executed by Shreve, T. Allen,
         G. Allen and the Company.

                  (k) The Consulting  Agreement executed by the Company, MCH and
         FMCL.

                  (l) The  Shreve,  Komlosy,  MCH and  Allen  Warrants  shall be
         issued and delivered to the respective parties.

                  (m) The  Investors'  Rights  Agreement  shall be executed  and
         delivered to the respective parties.

                  (n)  Such  other   instruments   and   documents  as  Cybertec
         reasonably  deems  necessary  to effect the  transactions  contemplated
         hereby.

         8.3  Actions of Cybertec at Closing.  At the  Closing,  Cybertec  shall
deliver to the Company the following:

                  (a) The  Purchase  Price for the Company  Shares and  Cybertec
         Warrant  which shall be  deposited in the bank  account  designated  in
         Section 1.3 herein.

                  (b) The Shareholders'  Agreement executed by Cybertec, MCH and
         Komlosy.

                  (c) The Consulting Agreement executed by MCH and FMCL.

STOCK PURCHASE AGREEMENT - Page 18

<PAGE>

                  (d)  Certified  copies  of the  resolutions  of the  Board  of
         Directors  of  Cybertec   authorizing   the  execution,   delivery  and
         performance of this Agreement and the transactions  contemplated hereby
         and  Certificates  of  Incumbency  for the officers of Cybertec  making
         certifications for Closing dated as of the Closing Date.

                  (e)  Certificate,  which shall be dated as of the Closing Date
         and  which  shall be  signed  by the  Managing  Director  of  Cybertec,
         certifying  (i) the authority of Cybertec to enter into and  consummate
         the transactions  contemplated by this Agreement, (ii) the authority of
         the   officers  of  Cybertec  to  execute  and  deliver  any   document
         contemplated  by this  Agreement on behalf of Cybertec,  (iii) that the
         representations  and  warranties  of Cybertec  contained in Article III
         hereof were true and  correct  when made and are true and correct as of
         the Closing Date,  and (iv) that each and every  covenant and agreement
         of Cybertec  contained in this Agreement to be performed by Cybertec on
         or prior to the Closing Date has been performed by Cybertec.

                  (f) All governmental approvals and any other consents, if any,
         necessary   to  permit   Cybertec  to   consummate   the   transactions
         contemplated by this Agreement shall be delivered to the Company.

                  (g) Good standing certificates for Cybertec.

                  (h)  Such  other  instruments  and  documents  as the  Company
         reasonably  deems  necessary  to effect the  transactions  contemplated
         hereby.

                                  ARTICLE IX.
                     SURVIVAL OF REPRESENTATIONS: INDEMNITY

         9.1 Survival of  Representations  and  Obligations  to  Indemnify.  The
respective  representations and warranties of the Company and Cybertec contained
in this Agreement or in any Schedule delivered pursuant hereto shall survive the
purchase and sale of the Company Shares and Cybertec Warrant contemplated hereby
for a period of two  years.  The  obligations  to  indemnify  and hold  harmless
pursuant to this Article IX shall survive the  consummation of the  transactions
contemplated by this Agreement.

         9.2  Indemnification  by the Company.  The Company  hereby  agrees that
notwithstanding  any  investigation  which may have been made by or on behalf of
Cybertec  prior to the Closing,  the Company  shall  indemnify,  defend and hold
harmless  Cybertec  (and any  affiliated  party of  Cybertec)  at any time after
consummation of the Closing, from and against all demands,  claims,  actions, or
causes of action, assessments,  losses, damages, liabilities, costs and expenses
including,  subject to Section 9.4 below, interest,  penalties, court costs, and
reasonable attorneys' fees and expenses asserted against,  resulting to, imposed
upon or incurred by Cybertec or any  affiliated  party of Cybertec,  directly or
indirectly,  caused  by  reason  of or  resulting  from  or  arising  out of any
misrepresentation  or  any  breach  or  nonfulfillment  of  any  representation,
covenant,  warranty or agreement of the Company contained in this Agreement,  in
any exhibit,  schedule,  certificate or financial statement delivered under this
Agreement,  or in  any  agreement  made  or  executed  in  connection  with  the
transactions contemplated by this Agreement.

STOCK PURCHASE AGREEMENT - Page 19

<PAGE>

         9.3 Indemnification by Cybertec.  Cybertec agrees to indemnify,  defend
and hold harmless the Company (and any affiliated party of the Company),  at any
time after  consummation of the Closing,  from and against all demands,  claims,
actions or causes of action, assessments,  losses, damages,  liabilities,  costs
and  expenses,  including,  subject to Section 9.4 below,  interest,  penalties,
court  costs and  reasonable  attorneys'  fees and  expenses  asserted  against,
resulting to, imposed upon or incurred by the Company or any affiliated party of
the Company,  directly or  indirectly,  caused by reason of or resulting from or
arising  out of any  misrepresentation  or any breach or  nonfulfillment  of any
representation,  warranty,  covenant and/or  agreement of Cybertec  contained in
this Agreement,  in any exhibit,  schedule,  certificate or financial  statement
delivered  under  this  Agreement,  or in any  agreement  made  or  executed  in
connection with the transactions contemplated by this Agreement.

         9.4 Defense.

                  (a)  Promptly  after the  receipt  by any person  entitled  to
         indemnification  under  Section  9.2 or 9.3 herein of notice of (i) any
         claim or (ii) the commencement of any action or proceeding,  such party
         (the "Aggrieved Party") will, if the claim with respect thereto is made
         against  any party  obligated  to provide  indemnification  pursuant to
         Section  9.2  or 9.3  herein  (the  "Indemnifying  Party"),  give  such
         Indemnifying  Party written notice of such claim or the commencement of
         such action or proceeding  and shall permit the  Indemnifying  Party to
         assume the defense of any such claim or any  proceeding  or  litigation
         resulting  from such claim,  unless the action or  proceeding  seeks an
         injunction or other similar relief against the Aggrieved Party or there
         is a conflict of interest between it and the Indemnifying  Party in the
         conduct of the  defense  of such  action.  Failure by the  Indemnifying
         Party to notify the Aggrieved  Party of its election to defend any such
         proceeding  or action  within a reasonable  time,  but in no event more
         than 15 days after written  notice thereof shall have been given to the
         Indemnifying  Party, shall be deemed a waiver by the Indemnifying Party
         of its right to defend such action.

                  (b) If the Indemnifying  Party assumes the defense of any such
         claim  or  litigation   resulting  therefrom  with  counsel  reasonably
         acceptable to the Aggrieved  Party, the obligations of the Indemnifying
         Party as to such claim  shall be limited to taking all steps  necessary
         in the  defense or  settlement  of such claim or  litigation  resulting
         therefrom and to holding the Aggrieved  Party harmless from and against
         any  losses,  damages and  liabilities  caused by or arising out of any
         settlement or any judgment in connection  with such claim or litigation
         resulting  therefrom.  The  Aggrieved  Party  may  participate,  at its
         expense,  in the defense of such claim or litigation  provided that the
         Indemnifying  Party shall  direct and control the defense of such claim
         or litigation.  The Aggrieved  Party shall cooperate and make available
         all books and records  reasonably  necessary  and useful in  connection
         with the defense.  The Indemnifying  Party shall not, in the defense of
         such claim or any litigation resulting  therefrom,  consent to entry of
         any judgment,  except with the written consent of the Aggrieved  Party,
         or enter into any  settlement,  except with the written  consent of the
         Aggrieved Party.

                  (c) If the Indemnifying  Party shall not assume the defense of
         any such claim or litigation resulting  therefrom,  the Aggrieved Party
         may defend  against such claim or  litigation  in such manner as it may
         deem  appropriate and reasonably  satisfactory to the Aggrieved  Party.
         The Indemnifying Party shall promptly reimburse the Aggrieved Party for
         the amount of all  expenses,  legal or  otherwise,  as  incurred by the
         Aggrieved Party in connection with the defense against or settlement of
         such claim or litigation. No settlement of claim or litigation shall be
         made without the consent of the Indemnifying Party, which consent shall
         not  be  unreasonably  withheld.  If no  settlement  of  the  claim  or
         litigation is made, the Indemnifying Party shall promptly reimburse the
         Aggrieved Party for the amount of any judgment rendered with respect to
         such  claim  or in  such  litigation  and of  all  expenses,  legal  or
         otherwise,  as incurred by the Aggrieved  Party in the defense  against
         such claim or litigation.

STOCK PURCHASE AGREEMENT - Page 20

<PAGE>

                  (d) The rights to  indemnification  hereunder  shall  apply to
         claims made by either party against the other whereby written notice of
         the  claim  has been  made  and  delivered  within  the  period  of the
         applicable statute of limitations.

                                    ARTICLE X.
                                  MISCELLANEOUS

         10.1  Expenses.  Except as provided in Section 1.4 herein,  the parties
hereto  shall  pay  all of  their  own  expenses  relating  to the  transactions
contemplated by this Agreement.

         10.2  Governing  Law.  The  interpretation  and  construction  of  this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of Texas without regard to the conflict of laws provisions thereof.

         10.3  Captions.  The Article and Section  captions  used herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

         10.4  Publicity.  Except  as  otherwise  required  by law,  none of the
parties hereto shall issue any press release or make any other public statement,
in each case relating to or connected  with or arising out of this  Agreement or
the  matters  contained  herein,  without  obtaining  the prior  approval of all
parties hereto to the contents and the manner of  presentation  and  publication
thereof.

         10.5 Notices. Any notice or other communications  required or permitted
hereunder  shall  be  sufficiently  given  if  delivered  in  person  or sent by
telecopy,  overnight deliver service or by registered or certified mail, postage
prepaid,  addressed as follows:  If to Cybertec,  Winchester  House,  Deane Gate
Avenue, Taunton TA1 2UH, UK, Attention: Mr. Stephen A. Komlosy,  Telephone: (44)
181-9970001,  Fax No.: (44) 181-9971025,  with a copy to its counsel, Richard B.
Goodner, Esq., Jackson Walker L.L.P., 901 Main Street, Suite 6000, Dallas, Texas
75202,  USA,  Telephone:  (214)  953-6167,  Fax: (214)  953-5822;  and if to the
Company, 5728 LBJ Freeway,  Suite 270, Dallas, Texas 75240, USA, Attention:  Mr.
Robert Charles Shreve, Jr.,  President,  Telephone:  (972) 720-1800,  Fax: (972)
720-1900, with a copy to its counsel, Paul Wehrmann,  Haynes and Boone LLP, 1600
North Collins Boulevard,  Suite 2000,  Richardson,  Texas 75080, USA, Telephone:
(972) 680-7564, Fax: (972) 692-9064, or such other address as shall be furnished
in writing by any such party, and such notice or  communication  shall be deemed
to have been given as of the date so delivered, sent by fax or mailed.

STOCK PURCHASE AGREEMENT - Page 21

<PAGE>

         10.6  Parties  in  Interest.  This  Agreement  may not be  transferred,
assigned,  pledged or hypothecated by any party hereto,  other than by operation
of law and as may be  necessary to  consummate  the merger of the Company into a
Public  Company.  This  Agreement  shall be binding  upon and shall inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators, successors and assigns.

         10.7  Counterparts.  This  Agreement may be executed in two (2) or more
counterparts, all of which taken together shall constitute one instrument.

         10.8 Entire  Agreement.  This Agreement,  including the other documents
referred to herein that form a part hereof, contains the entire understanding of
the parties  hereto  with  respect to the subject  matter  contained  herein and
therein.  This  Agreement  supersedes all prior  agreements  and  understandings
between the parties with respect to such subject matter.

         10.9 Amendments. This Agreement can be waived, amended, supplemented or
modified by written agreement of the parties.

         10.10  Severability.  In case any provision in this Agreement  shall be
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability  of the  remaining  provisions  hereof  will  not  in any  way be
affected or impaired thereby.

         10.11 Third Party  Beneficiaries.  Each party hereto  intends that this
Agreement  shall not  benefit  or  create  any right or cause of action in or on
behalf of any Person other than the parties hereto.

         10.12  Negotiation.  Each party hereto  declares that the provisions of
this Agreement and of all documents annexed thereto or referred to therein, have
been  negotiated and declares having read this Agreement and those documents and
having understood their scope and nature.

         10.13 Definitions.

                  (a) "Affiliate" shall mean with respect to a Person, any other
         Person which directly or indirectly through one or more  intermediaries
         controls,  is  controlled  by,  or is under  common  control  with such
         Person.

                  (b)  "Indebtedness"   means  at  a  particular  time,  without
         duplication,  (i) any  indebtedness  for  borrowed  money or  issued in
         substitution for or exchange of indebtedness  for borrowed money,  (ii)
         any indebtedness  evidenced by any note, bond,  debenture or other debt
         security,  (iii) any  indebtedness  for the deferred  purchase price of
         property  or  services  with  respect  to  which a  Person  is  liable,
         contingently  or otherwise,  as obligor or otherwise  (other than trade
         payables and other current liabilities  incurred in the ordinary course
         of business),  (iv) any commitment by which a Person assures a creditor
         against loss (including,  without limitation,  contingent reimbursement
         obligations with respect to letters of credit) and (v) any indebtedness
         guaranteed in any manner by a Person  (including,  without  limitation,
         guarantees in the form of an agreement to repurchase or reimburse.

                  (c) "Person"  includes without  limitation any natural person,
         joint venture,  corporation,  partnership,  limited liability  company,
         trust,   estate,   association,   government  or  governmental   entity
         (including,  but not  limited  to,  any  subdivision,  branch or agency
         thereof) or any other entity.

STOCK PURCHASE AGREEMENT - Page 22

<PAGE>

         IN  WITNESS  WHEREOF,  Cybertec  and  the  Company  have  caused  their
respective  corporate  names  to be  hereunto  subscribed  by  their  respective
officers thereunto duly authorized, as of the date first above written.

                                   AVATAR SYSTEMS, INC.


                                   By:        /s/ Robert Charles Shreve, Jr.
                                      ------------------------------------------
                                          Robert Charles Shreve, Jr., President


                                   CYBERTEC HOLDINGS PLC.


                                   By:        /s/ Stephen A. Komlosy
                                      ------------------------------------------
                                          Stephen A. Komlosy, Managing Director








STOCK PURCHASE AGREEMENT - Page 23