EXHIBIT 2.2

                              STOCK SALE AGREEMENT

     THIS STOCK SALE AGREEMENT (the  "Agreement") is entered into as of the 19th
day of May,  2000,  by and  between LiL Marc,  Inc.,  a Nevada  corporation  the
("Seller");  and Alewine Limited Liability  Company,  a Nevada limited liability
company ("Buyer").

                                    RECITALS

     WHEREAS,  Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer,  one million  (1,000,000)  shares of LILM, Inc.  ("LILM") common stock
representing one hundred percent (100%) of the issued and outstanding  shares of
LILM capital stock; and

     WHEREAS,  in exchange for the 1,000,000  share of LILM common stock,  Buyer
shall pay to Seller  consideration  consisting  of  100,000  shares of  Seller's
issued and outstanding common stock.

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

     1.  Seller  hereby  agrees to sell,  transfer  and assign to Buyer,  or its
designee,  all rights,  title and ownership interest in one million  (1,000,000)
shares of LILM common stock, represented by stock certificate numbered 1001, and
which shares represent 100% of the issued and outstanding  shares of LILM common
stock. In  consideration  for the  aforementioned  LILM shares,  Buyer agrees to
transfer  and  assign to  Seller  all of  Buyer's  rights,  title and  ownership
interest in one hundred  thousand  (100,000)  shares of  Seller's  common  stock
represented by stock  certificates  numbered 0579 and 0619, and which shares are
to be valued, as agreed upon by the parties hereto, at Twenty Five Cents ($0.25)
per share.

     2 Upon execution of this Agreement,  Seller agrees to deliver to the Escrow
Agent, as defined herein,  together with this Agreement,  the stock certificates
of LILM common stock  referred to in paragraph 1 above,  duly  endorsed so as to
transfer all ownership interest therein to Buyer. Simultaneous with the delivery
by Seller of the LILM stock certificate to the Escrow Agent, Buyer shall deliver
to the Escrow Agent the stock  certificates  representing  the 100,000 shares of
Seller's  common stock,  duly endorsed so as to transfer all ownership  interest
therein to Seller.  Payment by Buyer to Seller of the 100,000 shares of Seller's
common  stock shall be deemed full  consideration  for the  purchase of the LILM
common stock.

     3. Seller agrees to convey,  transfer and assign to LILM any and all rights
and title that Seller might possess to the "LiL Marc" name and LiL Marc product.
The parties agree that Seller may use the name as its corporate  name until such
time as Seller enters into a merger,  acquisition or other business combination,
or there is a change in control of Seller.

     4. Upon execution of this Agreement, the parties hereto will simultaneously
enter into an Escrow Agreement with Leonard E. Neilson, Attorney at Law ("Escrow
Agent").  A copy of the Escrow Agreement is annexed hereto as Attachment "A" and
by this reference made a part hereof.  The Escrow Agreement will provide for the
Escrow  Agent to hold in escrow the  shares of LILM  common  stock and  Seller's
common  stock until the Closing of this  Agreement as set forth below and in the
Escrow Agreement.


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     5. The  Closing of this  Agreement  shall take place at the  offices of the
Escrow Agent,  8160 South Highland Drive,  Suite 209, Sandy, Utah 84093, or such
other location as mutually  agreed on by the parties,  and at such time and date
as the  parties  hereto  shall  agree  upon and shall  set  forth in the  Escrow
Agreement.

     6. Seller  represents  that upon the Closing of the Agreement,  the 100,000
shares of LiL Marc,  Inc. common stock it receives from Buyer hereunder shall be
returned to the treasury of Seller and canceled.

     7. Buyer hereby represents (i) that it owns all rights, title and ownership
interest in the 100,000 shares of LiL Marc, Inc. common stock to be delivered to
Seller  pursuant  to this  Agreement,  free  and  clear  of any  liens,  claims,
liabilities or encumbrances; (ii) that Buyer has the full right and authority to
enter into this  Agreement  and  transfer,  assign and deliver its shares of LiL
Marc, Inc. common stock as set forth herein; and (iii) that when Seller acquires
the 100,000 shares pursuant to this Agreement,  it will own such shares free and
clear of any and all liens and encumbrances  and will own sole right,  title and
ownership interest to such 100,000 shares.  Said shares of LiL Marc, Inc. common
stock are deemed restricted securities as defined by the Securities Act of 1933,
as amended.

     8.  Seller  and  Buyer   acknowledge   and  agree  that  Seller   makes  no
representations  and/or warranties regarding the 1,000,000 shares of LILM common
stock being sold to Buyer pursuant to this  Agreement,  nor as to LiL Marc, Inc.
and/or its assets. Buyer agrees that it is acquiring the LILM common stock on an
"as is" basis and waives any and all claims against Seller following the closing
of this  Agreement.  Buyer further agrees to indemnify and hold harmless  Seller
from any and all claims and/or  liabilities  relating to any activity of LILM or
LiL Marc, Inc.

     9. This Agreement shall be governed by the laws of the State of Nevada.

     10. This  Agreement  shall not be assignable  by any of the parties  hereto
without the prior written consent of the other parties,  except that Buyer shall
have the right, without prior consent of Seller, to designate a party to receive
the 1,000,000 shares of LILM common stock.

     11. This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original and together  shall  constitute  one document.
The delivery by facsimile or an executed  counterpart of this Agreement shall be
deemed to be an original and shall have the full force and effect of an original
executed copy.

     12. This  Agreement  may be amended  only upon the  approval of the parties
hereto and by an  instrument  in  writing,  signed on behalf of each  party.  No
amendments  may be made  which  substantially  and  adversely  change  the terms
hereof.

     By executing this Agreement, Seller and Buyer hereby agree to the terms set
forth herein.

 Dated: As of May 19, 2000

           "Seller"                                       "Buyer"
        LiL Marc, Inc.                        Allewine Limited Liability Company


By: /s/ George I. Norman III                  By: /s/ George I. Norman III
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Its:                                          Its:
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