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                                  EXHIBIT 2.1


                            STOCK PURCHASE AGREEMENT


                                  by and among


                          COMVEST CAPITAL PARTNERS, LLC

                                       and


                                 LIL MARC, INC.
                              GEORGE I. NORMAN III
                                LAURIE J. NORMAN
                        ALEWINE LIMITED LIABILITY COMPANY
                                       and
                                  LINDA BRYSON


                               As of May 19, 2000


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<PAGE>


     STOCK  PURCHASE  AGREEMENT,  dated as of May 19, 2000 by and among  ComVest
Capital Partners, LLC (hereinafter referred to as "Buyer") and Lil Marc, Inc., a
Nevada  corporation  (the  "Company"),  George I. Norman III,  Laurie J. Norman,
Alewine Limited Liability Company ("Alewine"), and Linda Bryson (Mr. Norman, Ms.
Norman,   Alewine  and  Ms.  Bryson  are  sometimes   hereinafter   referred  to
individually as a "Seller" and collectively as the "Sellers").

                              W I T N E S S E T H :

     WHEREAS,  Buyer desires to purchase in the aggregate  1,194,166 shares (the
"1,194,166  Shares")  of common  stock,  par value $.01 per share  (the  "Common
Stock") of the Company  from the Sellers for in the  aggregate  $315,000 and the
Sellers  severally  desire to sell the  1,194,166  Shares to Buyer,  and/or  its
designees (the "1,194,166 Share Purchase");

     WHEREAS,  simultaneously  with the  1,194,166  Share  Purchase,  the  Buyer
desires to purchase from the Company for in the aggregate $250,000 (i) 1,000,000
shares of Common Stock and (ii) an eighteen (18) month  warrant (the  "Warrant")
to purchase  3,000,000  shares of Common Stock at an exercise  price of $.25 per
share  (the  "1,000,000  Share and  Warrant  Purchase,"  and  together  with the
1,194,166 Share Purchase shall sometimes hereinafter be collectively referred to
as the "Purchase Transactions");

     WHEREAS, the Company is a corporation subject to the reporting requirements
of  Section  15(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"),  and has not had any active  operations other than as disclosed
in its Annual Report on Form 10-KSB for the year ended December 31, 1999;

     WHEREAS,   the   shares  of  Common   Stock  are   quoted  on  the   NASD's
over-the-counter Bulletin Board (the "OTCBB") under the symbol "LILM;"

     WHEREAS, as of the date hereof and prior to the Purchase Transactions,  the
Company has (i)  1,768,666  shares of Common Stock issued and  outstanding,  and
(ii) no options,  warrants or other  convertible or exchangeable  securities are
outstanding;

     WHEREAS,  simultaneously with the closing of the Purchase Transactions, all
of the  directors  and  officers of the Company  shall resign and be replaced by
designees of the Buyer;

     WHEREAS,  immediately  following the Closing of the Purchase  Transactions,
the  outstanding  securities  of the Company  shall be (i)  2,768,666  shares of
Common Stock  consisting  of (a)  2,194,666  shares of Common Stock owned by the
Buyer,  and (b)  574,500  shares of Common  Stock owned by the  Company's  other
shareholders, and (ii) the Warrant to purchase 3,000,000 shares of Common Stock.

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
representations  and warranties  contained herein,  the parties hereto do hereby
agree as follows:

<PAGE>


1.  SALE OF SECURITIES, ETC.

     1.1 1,194,166 Share  Purchase.  Subject to the terms and conditions of this
Agreement,  at the Closing (as defined in Section 2.1 below) to be held pursuant
to Section 2 below, Sellers shall sell, assign, transfer,  convey and deliver to
Buyer (and/or its  designees),  and Buyer (and/or its designees)  shall purchase
and acquire from Sellers,  good and  marketable  title to the 1,194,166  Shares,
free and clear of all  mortgages,  liens,  encumbrances,  claims,  equities  and
obligations  to other  persons  of every  kind and  character,  except  that the
1,194,166  Shares will be  "restricted  securities" as defined in the Securities
Act of 1933, as amended (the "Securities Act"). The aggregate purchase price for
all 1,194,166 Shares shall be $315,000  (approximately  $.264 per share) payable
to Sellers  according to the amounts set forth on Schedule 1.1 hereto.  Schedule
1.1 also contains the name of each Seller,  the number of each stock certificate
to be  transferred  by  each  Seller  and the  number  of the  1,194,166  Shares
represented thereby.

     1.2  1,000,000  Share  and  Warrant  Purchase.  Subject  to the  terms  and
conditions  of this  Agreement,  at the Closing,  the Company  shall sell to the
Buyer (and/or its designees) and the Buyer (and/or its designees) shall purchase
from the Company for an  aggregate  purchase  price of  $250,000  (i)  1,000,000
shares of  Common  Stock  (the  "1,000,000  Shares"),  and (ii) the  Warrant  to
purchase  3,000,000  shares of  Common  Stock at an  exercise  price of $.25 per
share. The form of Warrant is annexed hereto as Exhibit 1.2.

     1.3 Post-Closing Capital Structure. Immediately following the Closing there
shall be no outstanding securities of the Company except (i) 2,768,666 shares of
Common Stock  consisting  of (a) 2,194,166  owned by the Buyer;  and (b) 574,500
shares of Common Stock owned by other stockholders of the Company;  and (ii) the
Warrant to purchase  3,000,000 shares of Common Stock. The 1,000,000 Shares, the
Warrant, and the 3,000,000 shares of Common Stock issuable upon execution of the
Warrant shall be "restricted securities" as defined under the Securities Act.

2.  THE CLOSING

     2.1 Place and Time. The closing of the sale and purchase of the Shares (the
"Closing")  shall take place at the offices of Gusrae,  Kaplan & Bruno, 120 Wall
Street, New York, New York at 10:00 a.m. on such date as the parties hereto have
satisfied  all closing  conditions as set forth in Sections 7 and 8 but no later
than May 26,  2000  (unless  otherwise  agreed to by the  parties  or unless the
failure to close is the result of the actions of the Company or the  Sellers) or
at such other place, date and time as the parties may agree in writing.

     2.2  Deliveries  by Sellers.  At the  Closing,  Sellers  shall  deliver the
following to Buyer:

          (a) Certificates  representing the 1,194,166 Shares, duly endorsed for
     transfer to Buyer (and/or its  designees),  or accompanied by duly executed
     stock powers in blank,  together with such other  documents or instruments,
     if any, as may be  necessary  (in the opinion of the Buyer),  to convey the
     Shares to Buyer (and/or its designees) as provided herein.

          (b) A  certificate  executed  by each  of  Sellers,  attesting  to the
     accuracy  of the  representations  and  warrants  of  Sellers  made in this
     Agreement.


                                       -2-
<PAGE>


          (c)  All  other  documents,  instruments  and  writings  required  (or
     reasonably requested by the Buyer and/or its counsel), by this Agreement to
     be delivered by Sellers at the Closing.

          (d) A stock  certificate  for  100,000  shares of  Common  Stock to be
     placed into escrow  with the Escrow  Agent (as defined  below) and used for
     the  purchase of all of the capital  stock of the  Company's  wholly  owned
     subsidiary as provided in Section 14.2 of this Agreement.

          (e) The Stock Sale Agreement (the "Stock Sale  Agreement") in the form
     annexed hereto as Exhibit 14.2(a).

          (f) The executed Escrow Agreement (the "Escrow Agreement") in the form
     annexed hereto as Exhibit 14.2(b).

          (g) Letter acknowledging receipt of $315,000 and simultaneous transfer
     of $15,000 to the person set forth on Schedule 5.7 hereto.

     2.3 Deliveries by the Company. At the Closing, the Company shall deliver to
the Buyer the following:

          (a) A stock  certificate(s)  in the  name  of the  Buyer  (and/or  its
     designees) representing the 1,000,000 Shares purchased by the Buyer;

          (b) The Warrant (executed);

          (c)  Resignations  of  all  directors  and  officers  of  the  Company
     (effective as of the Closing) and the unanimous written consent of Board of
     Directors of the Company electing Buyer' designees  (effective  immediately
     subsequent  to the Closing) to fill the vacancies in the Board of Directors
     of the Company.

          (d) A  certificate  issued by the Nevada  Secretary of State as to the
     good standing of the Company as of the date of the Closing;

          (e) A true and complete copy of the Certificate of  Incorporation  (as
     amended)  of the  Company  as in  effect  as of the  date  of the  Closing,
     certified by the Secretary of State of Nevada;

          (f) A true and correct copy of the By-Laws (as amended) of the Company
     as in effect as of the date of the Closing,  certified by the  Secretary of
     the Company;

          (g) A stock  certificate  in the  name of the  Company's  wholly-owned
     subsidiary  representing all of the issued and outstanding capital stock of
     such wholly-owned


                                       -3-
<PAGE>


     subsidiary  (which stock  certificate  shall be  delivered  directly to the
     Escrow Agent and held pursuant to the Escrow Agreement);

          (h) Legal opinion from Company counsel;

          (i) Officers' certificate;

          (j) Board  Resolutions  authorizing all  transactions  contemplated by
     this Agreement  (including the sale of the Company's subsidiary for 100,000
     shares of Common Stock);

          (k)  All  other  documents,  instruments  and  writings  required  (or
     reasonably requested by the Buyer and/or its counsel);

          (l) True and complete  copies of the minute books  (original)  and all
     other original books,  records and other documents  (including tax returns,
     SEC filings and correspondence and NASD filings and  correspondence) of the
     Company.  Such books and  records  shall be  complete  and  accurate in all
     material  respects and shall  reflect all  material  actions of the Company
     from the date of its incorporation to the date of the Closing;

          (m)  Letter  acknowledging  receipt  of  $250,000  for the sale of the
     1,000,000 Shares and the Warrant;

          (n) The executed Escrow Agreement; and

          (o) The executed Stock Sale Agreement.

     2.4  Deliveries  by Buyer.  At the  Closing,  the Buyer  shall  deliver the
following to the Sellers:

          (a) Bank,  certified or cashier's  checks  payable to the order of (i)
     Sellers in the amount of $315,000  in  accordance  with  Section 1.1 above,
     from which $315,000  purchase  price shall be paid $15,000  directly at the
     Closing to the person set forth on Schedule 5.7.

          (b) Bank,  certified or cashier's  checks  payable to the order of the
     Company in the amount of  $250,000  in  accordance  with  Section 1.2 above
     (with  satisfactory  assurance  that funds have been  placed into a Company
     bank account).

          (c) A certificate executed by the Buyer,  attesting to the accuracy of
     the representations and warranties of Buyer made in this Agreement.

          (d) All other  documents,  instruments  and writings  required by this
     Agreement to be delivered by Buyer at the Closing.

          (e) A list of all  nominees  to fill  all  vacancies  of the  Board of
     Directors of the Company.


                                       -4-
<PAGE>


          (f) The Investment Letter annexed hereto as Exhibit 4.4.

          (g)  Letter  acknowledging  receipt  of the  1,000,000  Shares and the
     Warrant.

3.  REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

     Sellers and the Company  severally  represent,  warrant and covenant to and
with Buyer, both as of the date of this Agreement and as of the date of Closing,
as an  inducement to Buyer to enter into this  Agreement  and to consummate  the
transaction contemplated hereby as follows:

     3.1  Authorization  of  Agreement.  The  Company and each of the Sellers is
fully able,  authorized  and empowered to execute and deliver this Agreement and
any other agreement or instrument  contemplated by this Agreement and to perform
his,  her or  its  covenants  and  agreements  hereunder  and  thereunder.  This
Agreement  and any such  other  agreement  or  instrument,  upon  execution  and
delivery by Sellers and the Company  (and  assuming due  execution  and delivery
hereof and thereof by the other parties hereto and thereto),  will  constitute a
valid and legally binding obligation of each of the Sellers and the Company,  in
each case enforceable  against each of them in accordance with its terms, except
as such  enforceability  may be limited by  applicable  bankruptcy,  insolvency,
moratorium,  reorganization  or similar  laws from time to time in effect  which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific  performance and other equitable  remedies  against the
Company  and the  Sellers  under or by virtue of this  Agreement  or such  other
agreement or instrument.

     3.2  Ownership  of the  1,194,166  Shares.  Each of the Sellers is the sole
record and  beneficial  owner of that portion of the 1,194,166  Shares set forth
opposite  his,  her or its name on Schedule  1.1,  annexed  hereto.  Each of the
Sellers  holds his,  her or its  respective  Shares  free and clear of any lien,
pledge,  encumbrance,  charge, security interest,  claim or right of another and
has the absolute right to sell and transfer such  1,194,166  Shares to the Buyer
as provided in this Agreement without the consent of any other person or entity.
Upon transfer of such 1,194,166  Shares to Buyer  hereunder,  Buyer will acquire
good and marketable  title to such 1,194,166  Shares free and clear of any lien,
pledge, encumbrance, charge, security interest, claim or right of another.

     3.3 No Breach.  Neither the  execution  and delivery of this  Agreement nor
compliance by the Company and/or the Seller with any of the provisions
hereof nor the consummation of the Transactions and actions  contemplated hereby
will:

          (a) violate or  conflict  with any  provision  of the  Certificate  of
     Incorporation or By-Laws of the Company;

          (b) violate or, alone or with notice of the passage of time, result in
     the material  breach or termination  of, or otherwise give any  contracting
     party the right to  terminate,  or declare a material  default  under,  the
     terms of any agreement or other document or


                                      -5-

<PAGE>


     undertaking, oral or written to which any of the Sellers and/or the Company
     is a party or by which any of them or any of their respective properties or
     assets may be bound;

          (c) result in the creation of any lien,  security interest,  charge or
     encumbrance  upon any of the  properties  or assets  of any of the  Sellers
     and/or  the  Company  pursuant  to the  terms  of  any  such  agreement  or
     instrument;

          (d)  violate  any  statute,  ordinance,  regulation  judgment,  order,
     injunction,  decree  or  award  of  any  court  or  governmental  or  quasi
     governmental  agency against, or binding upon any of the Sellers and/or the
     Company or upon any of their respective properties or assets; or

          (e) violate any law or regulation of any jurisdiction  relating to any
     of the Sellers  and/or the Company or any of their  respective  securities,
     assets or properties.

     3.4 The  1,000,000  Shares and the  Warrants.  The Warrant,  the  1,000,000
shares of Common Stock and the  3,000,000  shares of Common Stock  issuable upon
exercise of the Warrant  when issued  shall be duly  authorized,  fully paid and
non-assessable  and vest in the Buyer full and absolute  title free and clear of
any lien,  pledge,  encumbrances  or any other  change and will not be issued in
violations of any pre-emptive  rights or similar rights  including any rights of
first refusal.

     3.5 Obligations; Authorizations. Neither the Company nor any of the Sellers
is (i) in violation of any judgment, order, injunction, award or decree which is
binding  on any of  them  or any of  their  assets,  properties,  operations  or
business  which  violation,  by itself  or in  conjunction  with any other  such
violation,  would  materially  and  adversely  affect  the  consummation  of the
transaction  contemplated  hereby; or (ii) in violation of any law or regulation
or any other requirement of any governmental body, court or arbitrator  relating
to him, her or it, or to his, her or its assets,  operations or businesses which
violation,  by itself or in conjunction  with other violations of any other law,
regulation  or  other  requirement,   would  materially   adversely  affect  the
consummation of the transaction contemplated hereby.

     3.6 Consents. All requisite consents of third parties,  including,  but not
limited  to,  governmental  or  other  regulatory  agencies,  federal,  state or
municipal,  required to be received by or on the part of the Company and/or each
of the  Sellers  for  the  execution  and  delivery  of this  Agreement  and the
performance of their respective obligations hereunder have been obtained and are
in full force and effect.  The Company and the Sellers have fully  complied with
all conditions of such consents.

     3.7 SEC  Reports.  The  Company  has  filed  in a  timely  manner  with the
Securities and Exchange Commission (the "SEC"), all reports required to be filed
and is  "current" in its  reporting  obligations.  The Company has  delivered to
Buyer a true and  correct  copy of each of the  following  documents  (the  "SEC
Reports")  relating to the Company,  receipt of which is hereby  acknowledged by
Buyer:  (i) Annual Report on Form 10-KSB for the fiscal year ended  December 31,
1999,  (ii) Annual Report on Form 10-KSB for the fiscal year ended  December 31,
1998 (the "1998 10-K"),  (iii)  Quarterly  Reports on Form 10-Q for the quarters
ended  September 30, 1999,  June 30, 1999 and March 31, 1999, (iv) the Quarterly
Report on


                                       -6-

<PAGE>


Form 10-QSB for the quarter  ended March 31,  2000,  (v) all Forms 3 and Forms 4
filed by the Company and its  shareholders,  and (vi) the  Company's  Form 10-SB
filed by the Company on June 10, 1998 (and all amendments thereto), which became
effective on August 11, 1998.  The Company has been subject to the  requirements
of Section 15(d) of the Exchange Act since at least August 8, 1998,  and the SEC
Reports  constitute  all of the  documents  and  reports  that the  Company  was
required  to file with the SEC  pursuant to the  Exchange  Act and the rules and
regulations  promulgated thereunder by the SEC since August 8, 1998. As of their
respective  dates,  the SEC Reports  comply in all  material  respects  with the
requirements  of the  Exchange  Act and the  rules and  regulations  promulgated
thereunder  and none of the SEC  Reports  contained  an  untrue  statement  of a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

     3.8 Financial Statements.  The financial statements of the Company included
in the SEC Reports (including in each case the related notes thereto) (i) are in
accordance  with the books and  records of the  Company,  (ii) are  correct  and
complete in all material  respects,  (iii) present fairly the financial position
and results of operations of the Company as of the  respective  dates  indicated
(subject, in the case of unaudited statements, to normal, recurring adjustments,
none of which were  material)  and (iv) have been  prepared in  accordance  with
generally accepted accounting principles applied on a consistent basis ("GAAP").

     3.9  Organization.  The Company is a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada and has full
power and authority to own, lease and operate its properties and to carry on its
business as now being and as heretofore conducted. The Company is duly qualified
as a foreign  corporation  in the State of Utah. The Company is not qualified or
licensed to do business as a foreign  corporation in any other  jurisdiction and
neither the location of its assets nor the nature of its business requires it to
be so qualified.

     3.10  Capitalization.  The total authorized and issued capital stock of the
Company  as of the date of this  Agreement  is as set  forth  in the  1999  Form
10-KSB. There are no subscriptions, options warrants or other rights' agreements
or commitments (oral or otherwise) obligating the Company to issue any shares of
its capital stock or other securities.

     3.11  Certificate of Incorporation  and By-Laws.  Annexed hereto as Exhibit
3.11 is a true and complete copy of the Certificate of Incorporation and By-Laws
of the Company as in effect on the date hereof,  certified  by the  Secretary of
the  Company in the case of the  By-Laws  and by the  Secretary  of State of the
State of Nevada in the case of the Certificate of Incorporation.

     3.12 Officers and Directors.  Attached hereto as Schedule 3.12 is a list of
the names and titles of all officers and directors of
the Company.

     3.13 Liabilities, Etc.

          (a) The  Company  has filed all  federal,  state and local tax returns
     which are  required to be filed by it,  including  its  Federal  Income Tax
     Returns and Nevada Franchise Tax


                                       -7-
<PAGE>


     Returns for the fiscal year ended December 31, 1999, and all taxes shown to
     be due thereon  (together with any applicable  penalties and interest) have
     been paid.  Since  December  31,  1999 the  Company  has not  incurred  any
     liability for taxes except in the ordinary course of business.  The Company
     has paid or provided  adequate reserves for all taxes which have become due
     for all  periods  prior to the date of this  Agreement  or  pursuant to any
     assessments  received by it or which the Company is  obligated  to withhold
     from amounts owing to any employee,  creditor or other third party as at or
     with respect to any period prior to the date of this Agreement. The Federal
     Income tax Returns of the Company  have never been  audited by the Internal
     Revenue  Service.  The Company has not waived any statute of limitations in
     respect of taxes, nor agreed to any extension of time with respect to a tax
     assessment or deficiency.

          (b) On the date hereof, there are no liabilities, debts or obligations
     of  the  Company,  whether  accrued,  absolute,   contingent  or  otherwise
     ("Liabilities")

     3.14  Absence of Certain  Events.  Since  December 31, 1999 the Company has
been  conducted  solely in the  usual  and  ordinary
course. Without limiting the generality of the foregoing, the Company has not:

          (a) waived any right or rights of substantial value or paid,  directly
     or indirectly, any Liability before such Liability became due in accordance
     with its terms;

          (b) other than in the ordinary  and usual course of business,  created
     any Liability  (whether absolute or contingent and whether or not currently
     due and  payable),  or entered  into or assumed  any  contract,  agreement,
     arrangement,  lease (as  lessor or  lessee),  license  or other  commitment
     otherwise than in the ordinary and usual course of business; or

          (c)  purchased,  sold or  transferred  any  assets  other  than in the
     ordinary and usual  course of the  operations  of the Company;  granted any
     security interest or other lien or encumbrance  affecting any of its assets
     or  properties  other than in the ordinary and usual course of business and
     in amounts not material;  or amended any agreement or contract to which the
     Company is a party or by which its assets and properties are bound.

     3.15  Adverse  Developments.  Since  December  31,  1999  there has been no
material adverse change in the business,  operations or condition  (financial or
otherwise)  of the  Company;  nor has there been since  such date,  any  damage,
destruction  or  loss,  whether  covered  by  insurance  or not,  materially  or
adversely affecting the business, properties or operations of the Company.

     3.16  Actions  and  Proceedings.  Neither  the Sellers nor the Company is a
subject to any outstanding orders, writs, injunctions or decrees of any court or
arbitration tribunal or any governmental department,  commission,  board, agency
or  instrumentality,  domestic or foreign,  against,  involving or affecting the
business,  properties or employees of the Company or the Sellers' right to enter
into,   execute  and  perform  this  Agreement  (or  any  of  the   transactions
contemplated   hereby).   There  are  no  actions,   suits,   claims  or  legal,
administrative  or  arbitration  proceedings  or  investigations,  including any
warranty or product  liability  claims  (whether  or not the defense  thereof or
liabilities in respect thereof are covered by policies of insurance) relating


                                       -8-

<PAGE>


to or arising  out of the  business,  properties  or  employees  of the  Company
pending or, to the best  knowledge  of the Company and the  Sellers,  threatened
against or affecting the Company.

     3.17  Compliance  with Laws.  The  Company  has  complied  in all  material
respects with all laws,  ordinances,  regulations  and orders  applicable to the
conduct of its business,  including all laws relating to environmental  matters,
employees and working conditions.

     3.18 Bank Accounts and Credit Cards.  Except as set forth on Schedule 3.18,
as of the date hereof, the Company does not have any bank account,  safe deposit
box or credit or charge cards.

     3.19 Stockholders.  Annexed hereto as Exhibit 3.19 is a Shareholder List as
provided by Pacific Stock Transfer dated May 12, 2000.

     3.20 Due Diligence.  The Company and the Sellers have  completed  their due
diligence  investigation  of Buyer, the  results  of which  were
satisfactory to Sellers.

     3.21 Capitalization; No Pre-Emptive Rights, Etc. The Company has authorized
5,000,000  shares of Common Stock.  All of the issued and outstanding  shares of
Common Stock are duly authorized and validly issued and outstanding,  fully paid
and  non-assessable.  There are no pre-emptive  rights (or other similar rights,
including  any rights of first  refusal)  outstanding  relating to the 1,194,166
Shares and/or the 1,000,000 Shares and Warrants.

     3.22  Subsidiaries.  Other than as set forth on Schedule 3.22, there are no
corporations, partnerships or other business entities controlled by the Company.
As used herein,  "controlled  by" means (i) the ownership of not less than fifty
(50%)  percent of the voting  securities  or other  interests of a  corporation,
partnership  or other  business  entity,  or (ii) the  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies of a corporation, partnership or other business entity, whether through
the ownership of voting  shares,  by contract or otherwise.  The Company has not
made any  investments  in, nor does it own, any of the capital  stock of, or any
other  proprietary  interest  in, any other  corporation,  partnership  or other
business entity.

     3.23  Environmental.  As  used  in  this  Agreement,  the  term  "Hazardous
Materials"  shall mean any waste  material  which is  regulated  by any state or
local  governmental  authority  in the  states  in which  the  Company  conducts
business,  or the United States Government,  including,  but not limited to, any
material or  substance  which is (i) defined as  "hazardous  waste,"  "hazardous
material,"  "hazardous  substance,"  "extremely  hazardous waste" or "restricted
hazardous  waste"  under any  provision  of Nevada law,  (ii)  petroleum,  (iii)
asbestos,  (iv) designated as a "hazardous substance" pursuant to Section 311 of
the Clean Water Act, 33 U.S.C. 1251 et seq. (33 U.S.C.  1321) or listed pursuant
to  Section  307 of the Clean  Water Act (33  U.S.C.  1317),  (v)  defined  as a
"hazardous  waste"  pursuant to Section  1004 of the Resource  Conservation  and
Recovery  Act, 42 U.S.C.  6901 et seq.  (42 U.S.C.  6901),  or (vi) defined as a
"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental
Response,  Compensation,  and Liability  Act, 42 U.S.C.  9601 et seq. (42 U.S.C.
9601). The current operations of the Company and its current and, to the best of
its  knowledge,  its past use comply and then complied in all material  respects
with all applicable laws and governmental  regulations  including all applicable
federal, state and


                                       -9-
<PAGE>


local laws,  ordinances,  and  regulations  pertained to air and water  quality.
Hazardous Materials,  waste, disposal or other environmental matters,  including
the Clean Water Act, the Clean Air Act, the Federal Water Pollution Control Act,
the Solid Waste  Disposal Act, the Resource  Conservation  Recovery Act, and the
statutes, rules and regulations and ordinances or the state, city and country in
which The Company's property is located.

     3.24  Litigation,  Compliance  with  Law.  There  are  no  actions,  suits,
proceedings,  or  governmental  investigations  (or  any  investigation  of  any
self-regulatory  organization)  relating  to  the  Company  or  to  any  of  its
properties,  assets or  businesses  pending  or,  to the best of its  knowledge,
threatened,  or any order,  injunction,  award or decree outstanding against the
Company or against or relating to any of its  properties,  assets or businesses.
The  Company  is not in  violation  of any law,  regulation,  ordinance,  order,
injunction,  decree, award or other requirements of any governmental body, court
or arbitrator relating to its properties, assets or business.

     3.25 Agreements and Obligations;  Performance.  Other than pursuant to this
Agreement,  the  Company  is not a party  to,  or  bound by any:  (i)  contract,
arrangements,  commitment or understanding  which involves aggregate payments or
receipts in excess of $500, (ii) contractual obligation or contractual liability
of any kind to any Company stockholder; (iii) contract, arrangement,  commitment
or  understanding  with its  customers  or any officer,  employee,  stockholder,
director,  representative  or agent  thereof  for the  repurchase  of  products,
sharing of fees, the rebating of charges to such  customers,  bribes,  kickbacks
from  such  customers  or other  similar  arrangements;  (iv)  contract  for the
purchase or sale of any materials,  products or supplies which contain, or which
commits or will commit it for a fixed term; (v) contract of employment  with any
officer or employee not  terminable  at will  without  penalty or premium or any
continuing  obligation  of  liability;  (vi)  deferred  compensation,  bonus  or
incentive plan or agreement not cancelable at will without penalty or premium or
any continuing obligation or liability: (vii) management or consulting agreement
not terminable at will without  penalty or premium or any continuing  obligation
or liability;  (viii) lease for real or personal property (including  borrowings
thereon),   license  or  royalty  agreement;  (ix)  union  or  other  collective
bargaining agreement; (x) agreement, commitment or understanding relating to the
indebtedness for borrowed money; (xi) contract  involving  aggregate payments or
receipts of $500 or more which, by its terms,  requires the consent of any party
thereto to the  consummation  of the  transactions  contemplated  hereby;  (xii)
contract  containing  covenants limiting the freedom of the Company to engage or
compete  in any line of  business  or with any  person in any  geographic  area;
(xiii) contract or opinion  relating to the acquisition or sale of any business;
(xiv) voting trust agreement or similar  stockholders'  agreement;  and/or (xiv)
other contract, agreement,  commitment or understanding which materially affects
any of its properties,  assets or business,  whether directly or indirectly,  or
which was entered into other than in the ordinary course of business.

     3.26 Permits and  Licenses.  The Company is in  compliance  in all material
respects with all requirements,  standards and procedures of the federal, state,
local and foreign  governmental  bodies  which  issued such  permits,  licenses,
orders, franchises and approvals.

     3.27  Employee  Benefit  Plans.  The Company  does not  maintain and is not
required to make  contributions  to any "pension"  and  "welfare"  benefit plans
(within the respective meanings


                                       -10-
<PAGE>


of Sections  4(2) and 4(1) of the  Employee  Retirement  Income  Security Act of
1974, as amended).

     3.28 Trading. The shares of Common Stock are and have traded since February
1998 on the OTCBB under the symbol  "LILM." The  Company  has not  received  any
correspondence  and/or  notice  (nor has any  reason to  believe  it will in the
future  receive)  regarding the continued  eligibility of the Common Stock to be
quoted on the OTCBB

     3.29 Insurance. The Company has no insurance policies.

4.  REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  represents  and warrants to the Company and the Sellers,  both as of
the date of this Agreement and as of the date of the Closing, as follows:

     4.1  Authorization  of Agreement.  The Buyer is fully able,  authorized and
empowered  to execute and deliver  this  Agreement,  and any other  agreement or
instrument  contemplated  by this  Agreement,  and to  perform  his,  her or its
obligations  contemplated hereby and thereby. This Agreement, and any such other
agreement or instrument,  upon execution and delivery by Buyer (and assuming due
execution  and  delivery  hereof  and  thereof by the other  parties  hereto and
thereto), will constitute the legal, valid and binding obligation of each of the
Buyer,  in each case  enforceable  against each of them in  accordance  with its
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency,  moratorium,  reorganization  or  similar  laws from time to time in
effect which  affect  creditors'  rights  generally  and by legal and  equitable
limitations on the  availability  of specific  performance  and other  equitable
remedies  against the Buyer under or by virtue of this  Agreement  or such other
agreement or instrument.

     4.2  No  Buyer  Defaults.  Neither  the  execution  and  delivery  of  this
Agreement, nor the consummation of the transaction contemplated hereby, will (i)
violate,  conflict with or result in the breach or termination  of, or otherwise
give any other contracting party the right to terminate, or constitute a default
under the terms of, any mortgage, bond, indenture or material agreement to which
the Buyer is a party or by which the  Buyer or any of their  property  or assets
may  be  bound  or  materially  affected,  (ii)  violate  any  judgment,  order,
injunction,  decree or award of any court, administrative agency or governmental
body against,  or binding upon, the Buyer or upon the property of the Buyer,  or
(iii) constitute a violation by the Buyer of any applicable law or regulation of
any  jurisdiction as such law or regulation  relates to Buyer or to the property
of the Buyer.

     4.3 No  Litigation,  Etc.  There is no  material  suit,  action,  or legal,
administrative,  arbitration or other  proceeding or governmental  investigation
pending or, to Buyer's best knowledge,  threatened against, materially affecting
or which will materially affect, the property of the Buyer.

     4.4  Investment  Intent.  The  Buyer  is  acquiring  the  securities  being
purchased  pursuant to this  Agreement  for its own  account and for  investment
purposes and not with a view to distribution  or resale,  nor with the intention
of selling, transferring or otherwise disposing of all or any part of the Shares
except in compliance  with all  applicable  provisions of the  Securities Act of
1933, as amended (the "Act"),  the rules and regulations  promulgated by the SEC


                                       -11-
<PAGE>


thereunder, and applicable state securities laws. The Buyers shall sign the form
of Investment Letter annexed hereto as Exhibit 4.4.

     4.5  Legend.  The  Buyer  understands  that all  certificates  representing
securities of the Company  received by it pursuant to this Agreement  shall bear
the following legend, or one substantially similar thereto:

     "The securities  represented by this  certificate  have not been registered
under the  Securities  Act of 1933. The shares have been acquired for investment
and may not be sold,  transferred  or assigned  in the  absence of an  effective
registration  statement  for those shares under the  Securities  Act of 1933, as
amended,  or an opinion  satisfactory to the Company's counsel that registration
is not required under said Act."

5.  PRE-CLOSING COVENANTS AND AGREEMENTS OF THE PARTIES.

     The Sellers and the Company and the Buyer (as to covenants  they  expressly
are providing  below in this Section 5) hereby covenant and agree that, from the
date hereof and until the Closing:

     5.1  Access.  The  Company  (and  its  subsidiaries)  shall  afford  to the
officers,  attorneys,  accountants and other authorized  representatives  of the
Buyer free and full access,  during regular  business hours and upon  reasonable
notice, to the Company's books,  records,  personnel and properties  (including,
without limitation,  the work papers prepared by its auditors) so that the Buyer
may have full opportunity to make such review,  examination and investigation as
it may desire of the Company's (and its subsidiaries)  business and affairs. The
Company will cause its employees,  accountants  and attorneys to cooperate fully
with said review,  examination and  investigation and to make full disclosure to
the Buyer of all material facts  affecting the Company's (and its  subsidiaries)
financial conditions and business operations.

     5.2 Conduct of  Business.  The Company  (and its  subsidiaries)  shall each
conduct its business  only in the ordinary and usual course and make no material
change thereto.

     5.3 Liabilities. Neither the Company (nor its subsidiaries) shall incur any
obligation or liability, absolute and continent.

     5.4 No Breach.  Each of the parties hereto will (i) use its best efforts to
assure that all of its respective  representations and warrants contained herein
are true in all material  respects at and as of the date  hereof,  and as of the
Closing no breach  shall occur with  respect to any of the  parties'  covenants,
representations  or warranties  contained  herein that has not been cured by the
Closing;  (ii) not voluntarily take any action or do anything which will cause a
material  breach of or default  respecting such  covenants,  representations  or
warranties;  and (iii)  promptly  notify  the  other of any event or fact  which
represents a breach or default.

     5.5 Other SEC/NASD Filings,  NASD Continued Listing. The Company shall file
with the SEC and the NASD (if required) all required forms and disclosure  items
in a timely manner (which forms and  disclosure  items must be approved by legal
counsel to the Company and the Buyer prior to filing and/or disclosure) required
and/or relating to this Agreement or


                                      -12-
<PAGE>


otherwise;  and the  Company  shall take any and all  actions to ensure that the
shares of Common Stock  continue to be eligible  for  quotation on the OTCBB and
there shall be no notice of any possible proceeding to make the Common Stock not
eligible for quotation on the OTCBB.

     5.6 Public  Announcements.  No party hereunder  shall,  without the express
prior  written  consent of the  Company and the Buyer make any  announcement  or
otherwise   disclose  any  information   regarding  this  Agreement  and/or  the
transactions  contemplated  hereby  other than as required  by law or  otherwise
deemed  advisable  in  counsel's   opinion  to  ensure  compliance  with  public
disclosure  requirements under the federal securities laws;  provided,  however,
that the parties hereto agree that the Current Report on Form 8-K  substantially
as annexed  hereto as Exhibit  5.6 shall be filed with the SEC by the Company no
later than two (2) business days following execution of this Agreement.

     5.7 Brokers. Except as set forth on Schedule 5.7 to this Agreement, each of
the  Company  and the  Sellers  on the one hand and the Buyer on the other  hand
represent and warrant to the other that neither has employed any broker,  finder
or similar agent and no person or entity with which each has had any dealings or
communications  of any kind is entitled to any brokerage,  finder's or placement
fee or any  similar  compensation  in  connection  with  this  Agreement  or the
transaction contemplated hereby.

     5.8 Expenses. Each of the parties hereto agrees to bear its own expenses in
connection  with the  negotiation,  preparation,  execution and delivery of this
Agreement and the consummation of the transaction contemplated hereby.

     5.9 Further Assurances. Each of the parties shall execute such documents or
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
in this Agreement.

     5.10 No-Shop Agreement. Neither the Company nor any of the Sellers (nor any
of their respective  affiliates)  shall directly and/or  indirectly (a) initiate
contact  with,  solicit or encourage any inquiries or proposals by, or (b) enter
into any  discussions or negotiations  with, or disclose  directly or indirectly
any information concerning its business, prospects, and properties to, or afford
any  access  to  its  properties,   books  and  records  to,  any   corporation,
partnership,  person,  or  other  entity  or group  (other  than  Buyer  and its
affiliates, employees, representatives, and agents) regarding a sale of all or a
portion of the Company's or the Sellers'  securities of the Company or a merger,
consolidation,  or sale of all or a  substantial  portion  of the  assets of the
Company or any  subsidiary  of the  Company  or any  similar  transaction  until
termination of this Agreement pursuant to Section 13 hereof.

6.  NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     6.1  Nature  of  Statements.  All  statements  contained  in any  Schedule,
certificate or other  instruments  delivered by or on behalf of any party hereto
pursuant to this Agreement,  shall be deemed  representations  and warranties by
such party.

     6.2  Survival  of  Representations   and  Warranties.   Regardless  of  any
investigation  at any time made by or on  behalf  of any party  hereto or of any
information any party may have in respect  thereof,  all covenants,  agreements,
representations and warranties made hereunder or


                                      -13-

<PAGE>


pursuant hereto or in connection with the transaction  contemplated hereby shall
survive the Closing and continue in effect through the first  anniversary of the
Closing except that the representations and warranties set forth in Section 3.23
(with  respect to  environmental  law only) shall  continue in effect  until the
expiration  of the  applicable  statute of  limitations,  and the  agreements of
indemnity for claims set forth in Sections 8, 9 and 10 shall survive the Closing
and continue in effect for the period during which such claims are enforceable.

7.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER

     The  obligations  of the Buyer to effectuate  the Closing is subject to the
fulfillment,  prior to the date of Closing, of each of the following  conditions
(any one or more of which may be waived by the Buyer unless such  condition is a
requirement of law).

     7.1 Representations  and Warranties.  All representations and warranties of
the Company  and the  Sellers  contained  in this  Agreement  and in any written
statement,   schedule  or  other  documents  delivered  pursuant  hereto  or  in
connection with the transactions  contemplated  hereby shall be true and correct
in all material  respects as of the date hereof.  Any changes in information set
forth in the  Schedules  hereto  shall be set forth on amended  schedules  which
shall be  delivered  to the  Buyer at the  Closing.  Except as set forth in such
amended Schedules,  all  representations and warranties of the Company contained
in this  Agreement  and in any written  statement,  schedule or other  documents
delivered  pursuant hereto or in connection with the  transactions  contemplated
hereby shall be true and correct in all material respects as of the Closing.

     7.2  Covenants.  The  Company  and the  Sellers  shall have  performed  and
complied  in all  material  respects  with all  covenants  and other  agreements
required by (or contained in) this Agreement to be performed or complied with or
by them prior to or at the Closing.

     7.3 No Actions.  No action,  suit,  proceeding or investigation  shall have
been  instituted  against any of the Sellers or the Company,  and be  continuing
before a court or before or by a governmental body or agency, and be unresolved,
to restrain or to prevent or to obtain  damages in respect of, the  carrying out
of the transactions  contemplated hereby or which might materially and adversely
affect  the  rights of the Buyer to  consummate  the  transactions  contemplated
hereby.

     7.4 Approvals.  Each of the Sellers and the Company shall have obtained all
approvals and consents to consummate  this Agreement and the  transactions to be
consummated  at or  immediately  following the Closing,  in accordance  with all
applicable laws, rules and regulations.

     7.5 Due Diligence.  The Buyer shall have completed to its sole satisfaction
its due diligence of the Company (its  subsidiaries),  the Sellers and all other
items it deems  necessary  and/or  advisable,  and shall be  satisfied  with the
results thereof.

     7.6 Stock Sale Agreement and Related Matters. The Company and Alewine shall
have entered into the Stock Sale Agreement and the Escrow  Agreement as provided
in Section 14.2 below and the required stock certificates shall have been placed
into escrow pursuant to the Escrow Agreement.


                                      -14-
<PAGE>


     7.7  Closing  Documents.  The  Buyer  shall  receive  all of the  documents
(executed  where  applicable)  set forth in Section  2.2 and Section 2.3 of this
Agreement,   which  documents   shall  be  in  form  and  substance   reasonably
satisfactory to Buyer and its legal counsel.

8.  CONDITIONS  PRECEDENT  TO THE  OBLIGATION  TO THE COMPANY AND
    THE SELLERS TO CLOSE

     The obligations of the Company and the Sellers to effectuate the Closing is
subject  to the  fulfillment,  prior  to the  date  of  Closing,  of each of the
following conditions (any one or more of which may be waived by the Buyer unless
such condition is a requirement of law).

     8.1 Representations  and Warranties.  All representations and warranties of
the Buyer contained in this Agreement and in any written statement,  schedule or
other documents delivered pursuant hereto or in connection with the transactions
contemplated hereby shall be true and correct in all material respects as of the
date hereof.  Any changes in information set forth in the Schedules hereto shall
be set forth on amended  schedules  which shall be  delivered to the Company and
the Sellers at the Closing.  Except as set forth in such amended Schedules,  all
representations  and warranties of the Buyer  contained in this Agreement and in
any written statement,  schedule or other documents delivered pursuant hereto or
in  connection  with  the  transactions  contemplated  hereby  shall be true and
correct in all material respects as of the Closing.

     8.2 Covenants.  The Buyer shall have performed and complied in all material
respects with all covenants and other  agreements  required by (or contained in)
this  Agreement  to be  performed  or  complied  with by it  prior  to or at the
Closing.

     8.3 No Actions.  No action,  suit,  proceeding or investigation  shall have
been instituted against the Buyer, and be continuing before a court or before or
by a governmental body or agency,  and be unresolved,  to restrain or to prevent
or to obtain  damages  in  respect  of,  the  carrying  out of the  transactions
contemplated  hereby,  or which might materially and adversely affect the rights
of the Sellers  and the  Company to  consummate  the  transactions  contemplated
hereby.

     8.4  Approvals.  The Buyer shall have  obtained all  required  consents and
approvals  to  this  Agreement  and the  transactions  to be  consummated  at or
immediately following the Closing, in accordance with all applicable laws, rules
and regulations.

     8.5 Closing Documents.  The Sellers and/or the Company shall receive all of
the documents set forth in Section 2.4 of this Agreement,  which documents shall
be in form and substance reasonably satisfactory to such parties and their legal
counsel.

9.  INDEMNIFICATION BY THE COMPANY AND THE SELLERS.

     9.1 Claims Against the Company and the Sellers.

          (a)  The  Company  and  the  Sellers,  jointly  and  severally,  shall
     indemnify and hold the Buyer harmless from and against any loss,  damage or
     expense (including  reasonable attorneys' fees) caused by or arising out of
     any claim made against the Company:


                                      -15-
<PAGE>


               (i) for any broker's or finder's  fee or any similar fee,  charge
          or commission  incurred by the Company prior to or in connection  with
          this Agreement or the transaction contemplated hereby;

               (ii) for any  foreign,  Federal,  state or local  tax of any kind
          arising  out of or by reason of the  existence  or  operations  of the
          Company  and/or the Sellers prior to the Closing,  including,  without
          limitation,  any  payroll  taxes  owed by the  Company  on  account of
          compensation paid to any employee of the Company prior to such date;

               (iii) in respect of  transactions  occurring prior to the Closing
          arising  under the Act,  the  Exchange  Act,  or any state blue sky or
          securities law;

               (iv) in respect of any salary, bonus, wages or other compensation
          of any kind owed by the Company to its employees for services rendered
          on or prior to the Closing;

               (v) for any damages to the  environment  caused by or arising out
          of any  pollution  resulting  from or  otherwise  attributable  to the
          operation of the business of the Company prior to the Closing;

               (vi) in respect of any payable of the Company  incurred  prior to
          the Closing;

               (vii) in respect of any  liability or  indebtedness  for borrowed
          money or otherwise incurred on or before the Closing; and

               (viii) for  expenses  required to be borne by the Company  and/or
          the Sellers under the provisions of this Agreement.

          (b) Other Matters. The Company and the Sellers, jointly and severally,
     shall also indemnify and hold the Buyer harmless from and against any loss,
     damage or  expense  (including  reasonable  attorneys'  fees)  caused by or
     arising out of (i) any breach or default in the  performance by the Company
     and the Sellers of any covenant or agreement of the Company and the Sellers
     contained in this  Agreement,  (ii) any breach of warranty or inaccurate or
     erroneous  representation  made by the Company and the Sellers herein or in
     any Schedule,  certificate or other instrument delivered by or on behalf of
     the Company and the Sellers pursuant hereto, and (iii) any and all actions,
     suits,  proceedings,   claims,  demands,   judgments,  costs  and  expenses
     (including  reasonable  legal and  accounting  fees) incident to any of the
     foregoing.

10.  THE INDEMNIFICATION BY BUYER.

     The Buyer shall  indemnify  and hold  harmless the Sellers from and against
all loss, damage or expense (including  reasonable attorneys' fees) caused by or
arising out of (i) any breach or default in the  performance by the Buyer of any
covenant or agreement of the Buyer contained in this Agreement,  (ii) any breach
of warranty or inaccurate or erroneous  representation  made by the Buyer herein
or in any certificate or other instrument delivered by or on behalf of the Buyer
pursuant  hereto  and (iii) any and all  actions,  suits,  proceedings,  claims,
demands,   judgments,   costs  and  expenses  (including  reasonable  legal  and
accounting fees) incident to the foregoing.


                                      -16-
<PAGE>


11.  NOTICE AND OPPORTUNITY TO DEFEND

     Promptly  after the receipt by Buyer or the  Company  and/or the Sellers of
notice of any  action,  proceeding,  claim or  potential  claim (any of which is
hereinafter  individually referred to as a "Circumstance") which could give rise
to a right to indemnification under this Agreement, such party (the "Indemnified
Party") shall give prompt  written notice to the party or parties who may become
obligated to provide indemnification  hereunder (the "Indemnifying Party"). Such
notice  shall   specify  in   reasonable   detail  the  basis  and  amount,   if
ascertainable,  of any claim  that  would be based  upon the  Circumstance.  The
failure to give such notice promptly shall relieve the Indemnifying Party of its
indemnification  obligations under this Agreement,  unless the Indemnified Party
establishes that the Indemnifying Party either had knowledge of the Circumstance
or was not  prejudiced  by the failure to give notice of the  Circumstance.  The
Indemnifying  Party shall have the right, at its option, to compromise or defend
the claim, at its own expense and by its own counsel,  and otherwise control any
such matter involving the asserted liability of the Indemnified Party,  provided
that any such  compromise  or control  shall be subject to  obtaining  the prior
written  consent  of the  Indemnified  Party  which  shall  not be  unreasonably
withheld.  An Indemnifying Party shall not be liable for any costs of settlement
incurred  without  the  written  consent  of  the  Indemnifying  Party.  If  any
Indemnifying Party undertakes to compromise or defend any asserted liability, it
shall promptly notify the  Indemnified  Party of its intention to do so, and the
Indemnified Party agrees to cooperate fully with the Indemnifying  Party and its
counsel in the compromise of or defense against any such asserted liability. All
costs and expenses  incurred in connection with such cooperation  shall be borne
by the Indemnifying Party, provided such costs and expenses have been previously
approved by the Indemnifying  Party. In any event,  the Indemnified  Party shall
have the right at its own expense to  participate  in the defense of an asserted
liability.

12.  MISCELLANEOUS

     12.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
successors  and  assigns.  No  assignment  of this  Agreement  or of any  rights
hereunder  shall  relieve  the  assigning  party  of any of its  obligations  or
liabilities  hereunder;  provided,  however,  Buyer may assign the securities it
receives pursuant to this Agreement.

     12.2 Notices. All notices or other communications  required or permitted to
be given  hereunder  shall be in  writing  and shall be deemed to have been duly
given if delivered by hand, overnight courier, facsimile transmission or prepaid
cable or telegram  and  confirmed in writing,  or mailed  first  class,  postage
prepaid,  by registered or certified  mail,  return  receipt  requested  (mailed
notices and notices sent by facsimile  transmission,  cable or telegram shall be
deemed to have been given on the date sent) as follows:

         If to the Sellers, as follows:

                  George I. Norman III
                  149 East 900 South
                  Salt Lake City, Utah 84111


                                      -17-
<PAGE>


         With a copy to:

                  Leonard E. Neilson
                  8160 South Highland Drive
                  Suite 209
                  Sandy, Utah 84093

         If to the Buyer, as follows:

                  Commonwealth Associates, LP
                  830 Third Avenue
                  New York, New York 10022
                  Attention: Mr. Keith Rosenbloom

         With a copy to:

                  Gusrae, Kaplan & Bruno
                  120 Wall Street, 11th Floor
                  New York, New York 10005
                  Attention: Lawrence G. Nusbaum, Esq.

or in any  case to such  other  address  or  addresses  as  hereafter  shall  be
furnished as provided in this  Section  12.2 by either of the parties  hereto to
the other party hereto.

     12.3  Waiver;  Remedies.  No delay on the part of any of the  Sellers,  the
Company or Buyer in exercising  any right,  power or privilege  hereunder  shall
operate  as a waiver  thereof,  nor shall  any  waiver on the part of any of the
Sellers or Buyer of any right, power or privilege  hereunder operate as a waiver
of any other  right,  power or  privilege  hereunder,  nor  shall any  single or
partial exercise of any right,  power or privilege  hereunder preclude any other
or further exercise of any other right, power or privilege hereunder. The rights
and remedies  herein provided are cumulative and are not exclusive of any rights
or remedies which the parties hereto may otherwise have at law or in equity.

     12.4 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements  or  understandings  (in writing,  oral or  otherwise)  of the
parties relating thereto  including,  but not limited to, the letter dated April
19, 2000 between the Buyer, the Sellers and the Company.

     12.5  Amendment.  This Agreement may be modified or amended only by written
agreement of the parties hereto.

     12.6  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute a single instrument.


                                      -18-
<PAGE>


     12.7  Governing  Law.  This  Agreement  shall be governed by and  construed
exclusively  in  accordance  with  the  internal  laws of the  State of New York
without regard to the conflicts of laws principles  thereof.  The parties hereto
hereby  expressly  and  irrevocably  agree that any suit or  proceeding  arising
directly and/or indirectly  pursuant to, arising out of or under this Agreement,
shall be brought  solely and  exclusively in a federal or state court located in
the City,  County and State of New York.  By its execution  hereof,  the parties
hereby expressly covenant and irrevocably submit to the in personam jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally  served upon them in New York City. The parties hereto  expressly and
irrevocably waive any claim that any such jurisdiction is not a convenient forum
for  any  such  suit  or  proceeding  and any  defense  or  lack of in  personam
jurisdiction  with  respect  thereto.  In  the  event  of  any  such  action  or
proceeding,  the party prevailing  therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and disbursements in an amount
judicially determined.

     12.8 Captions.  All Section titles or captions contained in this Agreement,
in any  Schedule  referred  to herein or in any Exhibit  annexed  hereto are for
convenience  only,  shall not be deemed a part of this  Agreement  and shall not
affect the meaning or interpretation of this Agreement.

     12.9  Confidential  Information.  Each party agrees that such party and its
representatives  will hold in strict  confidence all  information  and documents
received from the other  parties and, if the  transactions  herein  contemplated
shall not be consummated,  each party will continue to hold such information and
document  sin strict  confidence  and will  return to such other  party all such
documents  (including  the  documents  annexed to this  Agreement)  then in such
receiving  party's  possession  without  retaining  copies  thereof,   provided,
however,  that each party's obligations under this Section 12.9 to maintain such
confidentiality  shall not apply to any information or documents that are in the
public  domain at the time  furnished by the others or that become in the public
domain  thereafter  through  any means  other than as a result of any act of the
receiving  party or of its agents,  officers,  directors or  stockholders  which
constitutes a breach of this  Agreement,  or that are required by applicable law
to be disclosed.

13.  TERMINATION AND WAIVER.

     13.1  Termination.  Notwithstanding  anything  herein or  elsewhere  to the
contrary,  Agreement may be terminated and the transactions  provided for herein
abandoned at any time prior to the Closing as follows:

          (a) By mutual written  consent of the Buyer,  Company and the Sellers;
     or

          (b) By the  Company,  the  Sellers or the Buyer on May 26, 2000 if the
     Closing  does not occur  (unless  extended  by the  parties  or unless  the
     failure  to  close is the  result  of the  actions  of the  Company  or the
     Sellers).

     13.2 Waiver.  Any  condition to the  performance  of any party hereto which
legally  may be waived on or prior to the  Closing  may be waived at any time by
the party entitled to the


                                      -19-
<PAGE>


benefit  thereof  by action  taken or  authorized  by an  instrument  in writing
executed by the relevant party or parties.  The failure of any party at any time
or times to  require  performance  of any  provision  hereof  shall in no manner
affect the right of such party at a later time to enforce the same. No waiver by
any party of the  breach  of any  term,  covenant,  representation  or  warranty
contained in this Agreement as a condition to such party's obligations hereunder
shall release or affect any liability  resulting from such breach, and no waiver
of any nature,  whether by conduct or otherwise,  in any one or more  instances,
shall be deemed to be or construed as a further or continuing waiver of any such
condition  or of any  breach  of any other  term,  covenant,  representation  or
warranty of this Agreement.

14. The Company's Post-Closing Agreements

     14.1 No Sales of Certain  Securities.  Subsequent  to Closing,  the Company
will not sell any of its shares of Common Stock at a price of less than $.25 per
share (or the proportional adjusted price in the event the Company effectuates a
recapitalization  and/ or stock split) until such time as the Company identifies
a business opportunity or asset to acquire or merge into or with and appropriate
agreements have been prepared.

     14.2 Sale of  Subsidiary.  No later than  thirty (30) days from the date of
Closing,  the Company shall sell all of the issued and outstanding capital stock
of its wholly-owned subsidiary, LILM, Inc. (the "Subsidiary"),  to Alewine (or a
designee of Alewine),  for 100,000 shares of Common Stock,  which 100,000 shares
shall become shares of treasury stock of the Company, pursuant to the Stock Sale
Agreement  annexed hereto as Exhibit  14.2(a) which shall be entered into at the
Closing and the 100,000  shares of Common Stock shall be placed into escrow with
Leonard Neilson, Esq. The form of Escrow Agreement shall be as annexed hereto as
Exhibit 14.2(b).


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -20-
<PAGE>


     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered on the day and year first above written.

                                   Lil MARC, INC.


                                   By:  /s/ George I. Norman III
                                        ---------------------------------------
                                        Name:  George I. Norman III
                                        Title: President

                                        /s/ George I. Norman III
                                        ---------------------------------------
                                        George I. Norman III

                                        /s/ Laurie J. Norman
                                        ---------------------------------------
                                        Laurie J. Norman

                                        /s/  Linda Bryson
                                        ---------------------------------------
                                        Linda Bryson


                                   ALEWINE LIMITED LIABILITY COMPANY


                                   By:  /s/ George I. Norman III
                                        ---------------------------------------
                                        Name:  George I. Norman III
                                        Title: Manager


                                   COMVEST CAPITAL PARTNERS, LLC

                                        /s/ Keith Rosenbloom
                                        ---------------------------------------
                                        Name:  Keith Rosenbloom
                                        Title:


                                      -21-
<PAGE>


                         LIST OF SCHEDULES AND EXHIBITS


A.   SCHEDULES

     1.1  Name and address of each Seller, stock certificate numbers, etc.

     3.12 Current officers and directors of the Company

     3.18 Bank Accounts

     3.22 Subsidiaries of the Company

     5.7  Brokers, Etc.


B. EXHIBITS

     1.2  Warrant

     3.11 Certificate of Incorporation,  as amended  (certified by the Secretary
          of State of the State of Nevada)/By-Laws, as amended (certified by the
          Secretary of Company)

     3.19 Stockholders' List (dated May 12, 2000)

     4.4  Investment Letter

     5.6  Form of Current Report on Form 8-K

     14.2(a) Stock Sale Agreement

     14.2(b) Escrow Agreement

<PAGE>


                                  SCHEDULE 1.1

<TABLE>
<CAPTION>
Exact Name and                     Number of Shares                           Dollar Amount to Be
Address of Seller                  Being Sold to Buyer    Certificate Number  Received for Sale of Shares(1)
-----------------                  -------------------    ------------------  ------------------------------
<S>                                <C>                          <C>           <C>
George I. Norman III                  45,000                    602           $ 11,663
149 Eat 900 South
Salt Lake City, Utah 84111

Laurie  J.Norman                      15,000                    603           $  3,719
149 Eat 900 South
Salt Lake City, Utah 84111

Alewine Limited Liability Company    495,833                    581
305 West Spring Mountain Road # 60    75,000                    579
Las Vegas, Nevada 89102               27,000                    604
                                      40,500                    618
                                      25,000                    619           $151,608

Linda Bryson                         570,833                    580           $148,010
9980-96 Scripps Vista Way
San Diego, California 92131

Totals                             1,294,166(2)                               $315,000
                                   ====================================================
</TABLE>

----------

(1)  $15,000 of the  $315,000  purchase  price shall be paid  directly  from the
Sellers simultaneously at the Closing to the person set forth on Schedule 5.7.

(2) 100,000  shares of Common Stock owned by Alewine set forth in this  Schedule
1.1 will  not be sold at the  Closing  but will be  placed  into  escrow  at the
Closing  pursuant to the Escrow  Agreement  (Exhibit  14.2(b)) to be sold to the
Company  pursuant to the Stock Sale  Agreement to be entered into at the Closing
(Exhibit  14.2(a)) for all of the  outstanding  capital  stock of the  Company's
wholly-owned subsidiary.

<PAGE>


                                  SCHEDULE 3.12


                         Current Officers and Directors


George I. Norman III            President, Chief Executive Officer and Director

Laurie J. Norman                Secretary, Treasurer and a Director

<PAGE>


                                  SCHEDULE 3.18


                                  Bank Accounts


Wells Fargo Bank West, N.A.
P.O. Box 6995
Portland, Oregon 97228-6995


     1. Basic Business Checking (Account Number 089-5435576)


     Such  account  must be closed no later than the Closing  with  satisfactory
proof of closing of such accounts.

<PAGE>


                                  SCHEDULE 3.22


                           Subsidiaries of the Company


LILM, Inc., a Nevada corporation, is a wholly-owned subsidiary of the Company.

<PAGE>


                                  SCHEDULE 5.7


                                  Brokers, Etc.


1.   By the Sellers:

     $15,000 to Stanley  Moskowitz ("SM") from the $315,000 purchase price to be
paid by the Buyer to the Sellers, which $15,000 shall be paid from such $315,000
purchase price.

2.   By the Buyer to SM:

     -    $15,000

     -    6,000  shares of Common  Stock to be  purchased by SM from the Company
          for $1,500 ($.25 per share) at or subsequent to the Closing.