Exhibit 10.7


                            STOCK PURCHASE AGREEMENT

        THIS AGREEMENT is made and entered into this 6th day of August, 1999, by
and among James D. Richards, III and Martine Richards (collectively,  "Seller"),
eNote.Com,  Inc., a Delaware  corporation  with a business  address at 185 Allen
Brook Lane,  Williston,  Vermont 05495  ("Purchaser")  and  SolutioNet,  Ltd., a
Delaware corporation with a business address at 185 Allen Brook Lane, Williston,
Vermont 05495 (the "Company").

        WHEREAS,  the Seller is the record owner and holder of all of the issued
and  outstanding  shares of stock of the Company,  being 2,5000 shares of common
stock, $0.01 par value, and

        WHEREAS,  the Purchaser  desires to purchase  1,375 shares of said stick
and the Seller desires to sell 1, 375 shares of said stock (the  "Stock"),  upon
terms and subject to the conditions hereinafter set forth;

        WHEREAS,  Seller,  Purchaser and the Company  previously  entered into a
Letter of Intent dated April 13, 1999,  outlining the terms and conditions  that
will govern the purchase and sale of the Stock,  a copy of which  respecting the
Stock; and

        WHEREAS,  because the purchase and sale of the Stock is contingent  upon
the Seller  obtaining  a certain  release  from the  Bankruptcy  Trustee for the
estate of Selectech,  Ltd. by September 30, 1999, the  transaction  contemplated
hereby will be effected by escrow.

        NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained  in this  Agreement,  the receipt and  sufficiency  of which is hereby
acknowledged,  and in order to consummate the purchase and the sale of the Stock
aforementioned, it is hereby agreed as follows:

1. DELIVERY TO ESCROW AGENT: Subject to the terms and conditions hereinafter set
forth, upon execution of this Agreement,  the Seller shall deliver to the Escrow
Agent  certificates  representing  the Stock, and the Purchaser shall deliver to
the Escrow  Agent the Purchase  Price,  less the Deposit  currently  held by the
Seller. The certificates  representing the Stock shall be duly executed in favor
of Purchaser. In addition, both parties (as necessary) shall execute and deliver
(or cause to be executed and  delivered)  to the Escrow Agent the  following six
documents (collectively, the "Ancillary Documents"):

o      Amended By-Laws of the Company

o      Amended Certificate of Incorporation of the Company

o      Unanimous  written  consent of the  Shareholders  electing a three-person
       Board of  Directors  and  approving  such  Amendments  to the  Bylaws and
       Articles;

o      Unanimous  written  consent  of the  Board of  Directors  approving  such
       Amendments  to the Bylaws and Articles and  approving  the  Shareholder's
       Agreement;

o      A Shareholder  Agreement by and among the Company,  Seller and Purchaser;
       and

o      Consulting Agreement between the Company and James D. Richard, III.
<PAGE>

Under the  Shareholder  Agreement,  Seller and Purchaser  each agree to take all
actions  necessary  to vote all  shares of Stock  which he or it now owns or may
hereafter  own (i) to fix the number of  directors  that  constitute  the entire
Board of Directors of the Corporation at three (3), and (ii) to elect as members
of the Board of Directors one designee of James D.  Richards,  III, one designee
of Purchaser and one director mutually acceptable to James D. Richards,  III and
Purchaser  has not yet been  selected by the date this  Agreement is executed ad
delivered,  then such third  person  shall be selected on or promptly  after the
date Closing.

2.  CLOSING.  the  closing of the  transaction  contemplated  by this  agreement
("closing"),  shall be contingent  upon the Closing  Condition  contained in the
Agreement,  and shall in no even occur later than  September  30,  1999,  unless
extended  by  mutual  agreement.  The date for the  Closing  shall be the  first
business day after the  satisfaction of the Closing  Condition.  Upon receipt of
written  notice  executed by the Purchaser and the Seller (which  written notice
may be executed and delivered  separately by each party), the Escrow Agent shall
effect the Closing by a)  releasing  the cash held in the amount of the Purchase
Price less the Deposit  ($245,000),  together  with any interest  earned on such
account, to the Seller, b) releasing the stock certificates evidencing the Stock
to the  Purchaser,  and c) filing,  recording  and/or  releasing  the  Ancillary
Documents to the Seller and  Purchaser  and the Company.  The Company shall then
make such  filings of the  Ancillary  Documents  as amy be  necessary  and shall
record  eNote's  ownership  of the Stock on the  corporate  stock  ledger of the
Company.

3. AMOUNT AND PAYMENT OF PURCHASE PRICE.

(a) Consideration. As total consideration for the purchase and sale of the Stock
pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of Two
Hundred and Fifty Thousand  Dollars  ($250,000) such total  consideration  to be
referred to in this Agreement as the "Purchase Price."

(b) Deposits.  The seller hereby acknowledges its prior receipt of Five Thousand
Dollars  ($5,000),  paid by Purchaser  as a good faith  deposit and held for the
benefit of the  Seller,  to be  credited  toward  Purchaser  payment of the full
Purchase Price (the  "Deposit").  Such Deposit shall be forfeited if the Closing
does not occur.

(c) Payment.  The Purchase  Price,  less the Deposit,  shall ne delivered to the
Escrow Agent upon the execution of this Agreement, to be disturbed to the Seller
at Closing unless earlier returned for failure to meet the Closing  Condition or
on account of any party's  default.  The Purchase  Price shall ne payable in the
form of either a  cashier's  check or by wire  transfer  to the  Escrow  Agent's
attorney-client  trust account as set forth in the written instructions form the
Escrow Agent. The Purchase Price, less the Deposit,  shall be held by the Escrow
Agent in an interest-bearing  attorney-client  account, with any interest earned
credited to such account and distributed as provided  herein.  In the event that
such account is not established  upon receipt of funds  hereunder,  Escrow Agent
will take such reasonable  steps to have such account created promptly after the
receipt of funds hereunder.

(d) Escrow Agent: The Escrow Agent shall be Peter Doremus, Esq. The Escrow Agent
shall not be  personally  liable to any party  except in  instances  of  willful
misconduct. The


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<PAGE>

parties shall jointly and severally indemnify and hold the Escrow Agent harmless
from all loss or expense of any nature,  including  attorney's fees, arising out
of the holding of the  Purchase  Price,  the Stock and the  Ancillary  Documents
(collectively,  the  "Goods").  In the event of a dispute,  the Escrow Agent may
deposit the Goods into a court of competent  jurisdiction for the purpose of the
holding of the Goods. All costs and expenses of such action including attorney's
fees  incurred by the Escrow  Agent  shall be borne  jointly  and  severally  by
Seller, the Company and the Purchaser.

4. REPRESENTATIONS AND WARRANTIES OF COMPANY and JAMES D. RICHARDS,III

       A.     The Company hereby  warrants and represents  that is a corporation
              duly  organized,  validly  existing and in good standing under the
              laws of the State of Delaware  and has  conducted  and to take any
              and all actions contemplated by or attendant to this transaction.

       B.     James D. Richards, III represents and warrants to the Purchaser as
              follows:

       (a)    Capitalization.  The aggregate  number of shares which the Company
              is authorized to issue is 2500 common shares,  $0.01 par value, of
              which 2500 shares are issued and presently  outstanding.  All such
              issued   have  been   validly   issued  and  are  fully  paid  and
              non-accessible.

       (b)    Financial  statements.  The  Seller  has  delivered  to the  Buyer
              non-audited  balance sheet and profit and loss  statements for the
              year ending December 31, 1998.  Except to the extent  reflected or
              reserved  against  in the  Company's  financial  statements  as at
              December 31, 1998 or interim financial  statements for fiscal year
              1999  provided to the  Purchaser,  the Company as of December  31,
              1998 had no liabilities of any nature, whether accrued,  absolute,
              or contingent,  including, without limitation, tax liabilities due
              or to become due, and whether incurred in respect of or measure by
              the Company's income for any period prior to December 31, 1998, or
              arising out of  transactions  entered  into, or any state of facts
              existing, prior thereto. James D. Richards represents that he does
              not know or have  reasonable  grounds to know of any basis for the
              assertion  against the  Company,  as at December  31,  1998,od any
              liability  of any nature or in any amount not fully  reflected  or
              reserved  against in the  financial  statements so provided to the
              Purchaser.

        (c)    Litigation.  Other than the proceeding entitles Selectech, Ltd v.
               Richards,  Chittenden  Superior Court,  which has been previously
               disclosed to the Purchaser,  thee is not litigation or proceeding
               pending,  against or relating to the Company, its properties,  or
               business.

C. James D.  Richards  hereby  agrees to indemnify  Purchaser  against any loss,
damage  or  deficiency  resulting  form any  misinterpretation  or breach of any
warranty  set forth in Section 4B above or  Section 5 below;  provided,  however
that any such liability for indemnification shall be limited to an amount not to
exceed the Purchaser Price,


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<PAGE>

5.  REPRESENTATIONS  AND  WARRANTIES  OF SELLER.  Seller hereby  represents  and
warrants (a) Seller is not a party to any agreement,  written or oral,  creating
rights with respect to the Company's stock in any third person r relating to the
voting of the Company's stock, except for the Letter of Intent dated as of April
13, 1999 and entered  into among  Seller,  the  Company and  Purchaser;  and (b)
Seller  is the  lawful  owner  of the  Stock,  free and  clear  of all  security
interests and liens.

6.  REPRESENTATIONS  AND WARRANTIES OF PURCHASER.  The Purchaser hereby warrants
and represents is a corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware and has the corporate power and
authority to carry on its business as it is now being  conducted and to take any
and all actions contemplated by or attendant to this transaction.  The Purchaser
acknowledges that all documents, records and books pertaining to the purchase of
the Stock  and/or  the  Company  have  been made  available  for  inspection  by
Purchaser  and its agents and that the books and  records  of the  Company  were
available during reasonable  business hours at the Company's  principal place of
business.  The Purchaser and/or its adviser(s) have had a reasonable opportunity
to ask  questions  of and  receive  answers  from the  Company,  or from  Seller
concerning  the Stock and the Company.  All such questions have been answered to
the full satisfaction of the Purchaser. The Purchaser understands that the Stock
has not been registered under any federal state securities laws.

7. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.  Seller and Purchaser
hereby  represent  and warrant that there has been no act or omission by Seller,
Purchaser or the Company which would give rise to any valid claim against any of
the  parties  hereto for a  brokerage  commission,  finder's  fee, or other like
payment in connection with the transaction contemplated hereby.

8. CLOSING CONDITION.  It shall be a condition to closing that Seller and/or the
Company provide to Purchaser a release, obtained from the Bankruptcy Trustee for
the estate of Selectech,  Ltd., releasing James D. Richards III from any and all
claims  the estate may have  against  him  relating  to the  pending  civil suit
entitled  Selectech,  Ltd. v.  Richards,  Chittenden  Superior  Court Docket No.
S861-96-CnC.  Seller and  Purchaser  agree that upon  receipt of such  document,
Seller and Purchaser will each provide written  instructions to the Escrow Agent
to effect the  Closing by  disbursing  the Goods to the  appropriate  parties as
provided in paragraph 2.

9. OPTIONS:

      Purchaser's  Option:  For a period of one (1) year after the  Closing  (if
such closing occurs), the Purchaser;s shall have the right and option to require
Seller to re-purchase the Stock for an amount equal to the Purchase Price if the
Purchaser is named as a defendant in any litigation  arising from (1) it being a
shareholder  in the  Company,  and  (2)  such  lawsuit  arises  from  facts  and
circumstances  relating to the Company  and  occurring  prior to the date of the
Closing.  Payment  for  repurchase  of  the  Stock  shall  be in the  form  of a
promissory  note for which the Stock shall serve as collateral.  If requested by
the Purchaser,  the Company shall grant a security  interest in its intellectual
property as collateral for such note.

                                      - 4 -


<PAGE>

The term of such  note  shall be as  specified  by the maker and shall be for no
more than ten (10) years and bear  interest at a fixed  interest  rate of 7% per
annum.

      Seller's Option:  For a period of two (2) years after the Closing,  Seller
shall  have the  right  and  option,  in his sole and  absolute  discretion,  to
re-purchase  the Stock for an mount  equal to the  Purchase  Price if  exercised
during the first year or for an amount  determined by  independent  appraisal of
the value of the Stock if  exercised  during the second  year,  if (i)  Seller's
employment by the Purchaser is terminated for any reason;  (ii) any of the terms
of Seller's  employment by the Purchaser are changes in any way  detrimental  to
Seller; (iii) Purchaser becomes insolvent,  is dissolved or liquidated takes any
action related to its dissolution or winding up, or enters proceedings under any
law relating to  bankruptcy,  insolvency,  reorganization  or relief from debts;
(iv) Purchaser's market value declines to less than $15,000,000; or (v) Seller's
level of equity ownership in Purchaser (based upon his current level of 250, 000
shares to  17,000,000  shares  issued and  outstanding)  is diluted by more than
thirty percent (30%).  Payment for re-purchase of the Stock shall be in the from
of a promissory note for which the Stock shall serve as collateral. If requested
by  the  Purchaser,   the  Company  shall  grant  a  security  interest  in  its
intellectual  property as collateral  for such note. The term of such note shall
be as  specific  by the maker and shall be for not more than ten (10)  years and
bear interest at a fixed interest rate of 7% per annum.

8. DEFAULT AND TERMINATION.

(a) In the event that the Closing  Condition set forth above is not satisfied on
or  before  September  30,  1999,  Purchaser  may,  as its  election,  either a)
terminate this Agreement by providing written notice to Seller and to the Escrow
Agent, in which case the Purchase Price, less the Deposit,  shall be returned to
the  Purchaser,  the Stock shall be returned  to the Seller,  and the  Ancillary
Documents  shall be  destroyed,  or b) waive  the  satisfaction  of the  Closing
Conditions and proceed with the Closing.

(b) If the event that  Purchaser  breaches its  obligations  to close under this
Agreement,  or in the event Purchaser  breaches any of the  representations  and
warrantee  that it had made  herein,  Seller may  terminate  this  Agreement  by
written  notice  to  Purchaser  and to the  Escrow  Agent,  and  may  then  seek
reimbursement  from  Purchaser for all costs and expenses  actually  incurred by
Seller in  connection  with this  transaction,  and may seek legal and equitable
remedies including specific performance.

(c) In the event  that  Seller  breaches  its  obligations  to close  under this
Agreement,  or in the  even  Seller  breaches  any of  the  representations  and
warranties  that it has made herein,  Purchaser may terminate  this Agreement by
written notice to Seller and to the Escrow Agent,  and shall be entitled to seek
reimbursement  from  Seller  for all costs and  expenses  actually  incurred  by
Purchaser in connection with this transaction, such amount not to exceed %5,000.
Such remedy shall be Purchaser's sole remedy at law or in equity.

      11. NOTICES. Any notice or other communication to be given hereunder shall
be in writing and mailed.  certified with return receipt requested, by facsimile
or sent by nationally  recognized  overnight courier (e.g.,  Federal Express) to
such party at the address or


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<PAGE>

number set forth below  (which may be changes by either party by notice given to
the other party in the following manner):

        If to Seller:               James D. Richards, III
                                    Martine Richards, III
                                    1647 Lake Road
                                    Charlotte, Vermont 05445
                                    Telephone No: 802-425-2028

        If to Company:              SolutioNet, Ltd.
                                    Attn:  Mr. James D. Richards, III
                                    185 Allen Brook Lane
                                    Williston, VT 05495
                                    Telephone No.:  802/872-2100 x-114
                                    Facsimile No.:  802/872-2888

        If to Purchaser:            eNote.Com, Inc.
                                    Attn:  Mr. John Varsames
                                    185 Allen Brook Lane
                                    Williston, VT 05495
                                    Telephone No.:  802/288-9000
                                    Facsimile No.:  802/288-9330

        If to Escrow Agent:         Peter Doremus, Esq.
                                    Doremus Kantor & Daly
                                    112 Lake Street
                                    Burlington, VT 05401
                                    Telephone No.:  802/863-9603
                                    Facsimile No.:  802/658-5685

      12. CLARIFICATIONS OF INTENTION.  The parties hereby acknowledge and agree
that the Seller and the Company may continue to use and  disburse the  Company's
cash,  including  making  distributions  to  its  shareholder(s),   as  if  this
transaction was not pending.  Pending the Closing, the Company shall continue to
operate its business in the ordinary course.

      13. GENERAL PROVISIONS.

      (a) Captions The captions  contained in this  Agreement  are for reference
purposes  only and  shall  not  affect  the  meaning  or  interpretation  of any
provision in this Agreement.

      (b)  Governing  Law.  This  Agreement  and all  transactions  contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of the State of Vermont.

      (c)  Entire  Agreement.  This  Agreement,   together  with  the  Ancillary
Documents  and  the  Letter  of  Intent,   embodies  the  entire  agreement  and
understanding between the parties


                                      - 6 -
<PAGE>

relating  to the subject  matter  hereof and there are no  covenants,  promises,
agreements, conditions, or understandings,  oral or written, except as set forth
herein or in the  Ancillary  Documents  and the Letter of Intent.  All  Exhibits
hereto and the terms contained therein are made a part of this Agreement and the
contents thereof are hereby incorporated by reference.

      (d)  Amendment.  This  Agreement may not be amended,  waived or discharged
except by an  instrument  in writing  executed  by the party  against  whom such
amendment, waiver or discharge is to be enforced.

      (e) Assignment. The rights and obligations set forth in this Agreement may
not be transferred,  delegated or assigned to any third party or parties without
the prior written consent of all the parties to this Agreement,  such consent to
be within he sole discretion of every party hereto.

      (f) Severability. In the event that any provision of this Agreement or the
application  of such  provision  to any  party or  circumstance  shall,  for any
reason, be determined to be invalid,  illegal,  or unenforceable in any respect,
the remaining  provisions of this Agreement or the application of the provisions
to any party or  circumstances  other than those as to which the  provision  was
held  invalid,  illegal,  or  unenforceable,  shall  not  be  affected  by  such
determination and shall be valid and enforceable to the fullest extent permitted
by law.


                            [Signature Page follows]


                                      - 7 -
<PAGE>

      IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  by each of its
parties hereto on the date first above written.

      Signed, sealed and delivered in the presence of:

                                             SolutioNet, Ltd.

_____________________________                By:    ____________________________
Witness                                      James D. Richard III, President

-----------------------------                       ----------------------------
Witness                                      James D. Richards, III

-----------------------------                       ----------------------------
Witness                                      Martine Richards


                                             eNote.Com, Inc

_____________________________                By:    ____________________________
Witness                                      John Varsames, President & CEO



Acknowledged:

Escrow Agent:


----------------------------
Peter Doremus, Esq.


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