AGREEMENT FOR PURCHASE AND SALE OF STOCK



      THIS  AGREEMENT  IS MADE this  31th day of  January,  1997 by and  between
Atlantic  International  Entertainment,  Ltd., a Delaware  corporation  with its
principal  office at 2200  Corporate  Blvd.  Suite  317,  Boca  Raton,  FL 33431
(hereinafter  referred to as "Purchaser");  and EmiNet Domain,  Inc., a Delaware
corporation  with its principal  office at 1325 South Congress Ave.,  Suite 241,
Boynton Beach,  Florida 33426 (hereinafter  referred to as "Acquired  Company").
WITNESSETH:

      WHEREAS,  Purchaser  desires to acquire all shares of the Acquired Company
representing  100% of the issued and  outstanding  capital stock of the Acquired
Company upon the terms and conditions hereinafter set forth; and

      WHEREAS,  the parties intend that this  transaction  qualify as a tax-free
exchange of stock as defined in the Internal Revenue Code;

      NOW,  THEREFORE,  in consideration  of these premises,  the parties hereto
agree as follows:


      1.  PURCHASE  OF  SHARES.  Purchaser  hereby  agrees to  acquire  from the
shareholders of the Acquired  Company,  as their  interests  appear in Exhibit A
attached  hereto,  all shares of Common Stock of the  Acquired  Company upon the
terms and conditions set forth herein.


      2. TERMS OF PURCHASE.  The purchase  price for the shares shall be payable
as follows:

             (i)  $2,020,000.00  payable by the  issuance  and  delivery  to the
             shareholders  of the  Acquired  Company  or  their  designees  of a
             minimum of 200,000 shares of fully-paid  and non assessable  Common
             Stock of the  Purchaser at the market  value as of January  31,1997
             and $20,000 cash, payable March 31, 1997, for 100% of the stock. In
             addition,  shareholders of the Acquired  Company or their designees
             will  receive  additional  shares at  market  equal to one time the
             Acquired  company's  net profit  before  taxes for the years ending
             1997 and 1998 up to $750,000 per annum, one and one-half times over
             $750,000 to $1,000,000,  and two times over $1,000,000. The closing
             for the additional  shares shall be 30 days after completion of the
             year end audited financial statements.

             At the time of the closing of the purchases set forth in Paragraphs
             "1" and "2" above,  the Acquired Company shall deliver to Purchaser
             stock  certificates  representing  the Shares purchased herein duly
             endorsed  for  transfer  to the  Purchaser.  Upon  receipt of these
             shares,  the  Purchaser  shall direct  Continental  Stock  Transfer
             Company,  as  Transfer  Agent  for the  Purchaser,  to issue to the
             shareholders of the Acquired Company,  as their interests appear on
             Appendix A attached hereto, certificates representing the shares of
             Common Stock of the Purchaser as set forth in Paragraph 2(i) above.

<PAGE>
     3.  REPRESENTATIONS  OF ACQUIRED COMPANY.  Acquired Company  represents and
warrants to Purchaser as follows:

         3.1.  That the Acquired  Company has been duly  organized in the manner
set forth below and that the Certificates of Incorporation have not been revoked
or canceled nor has the Corporation been dissolved;

         3.2.  Other than as  disclosed  herein,  there are no lawsuits  pending
against the  Acquired  Company or its Officers or  Directors,  nor are there any
such lawsuits threatened or anticipated, nor are there any judgments,  warrants,
or levies  outstanding  against the Acquired Company,  its subsidiaries,  or its
property,  nor are there any tax examinations or proceedings pending relating to
taxes or other assessments  against the Acquired  Company,  nor has the Acquired
Company at any time taken any insolvency or bankruptcy actions;

         3.3.  That the Acquired  Company has entered  into certain  lease(s) of
real and personal  property,  which lease(s) are attached  hereto as an Exhibit,
and that said  lease(s)  are in full  force  and  effect  and that  there are no
defaults  thereunder,  and that all payments  require to be made thereunder have
been made as of the date of this Agreement;

         3.4. That all of the chattels,  trade  fixtures,  motor  vehicles,  and
equipment  owned or  utilized by the  Acquired  Company is free and clear of all
liens and encumbrances,  except for such liens or security agreements as are set
forth an Exhibit hereto;

         3.5. A Balance Sheet of the Acquired  Company as of December 31, 1996 ,
a copy of which  is  annexed  hereto  a  Appendix  B,  has  been  prepared  as a
management   compilation  and  accurately  and  fairly  presents  the  financial
condition and liabilities of the Acquired  Company as of such date, and that the
Acquired Company shall be liable to Purchaser for any undisclosed liabilities or
claims which may appear or be made subsequent to the Closing Date;

         3.6.  The  Acquired  Company is duly  qualified  and entitled to own or
lease its  respective  properties and to carry on its business all as and in the
places where such properties are now owned or such businesses are conducted;

         3.7.  The  Acquired  Company  has good  marketable  title to all of the
property  and  assets  (including  title in fee  simple  to all  real  property)
included in the Balance Sheet of the Acquired  Company annexed  hereto,  except,
however, property and assets in non-material amounts sold in the ordinary course
of business since the date of such Balance Sheet, and that all of the properties
and assets are free of all liens, encumbrances, or claims except as set forth in
the Balance Sheet;
<PAGE>

         3.8.  The  Acquired  Company is not party to any pending or  threatened
litigation  which  might  adversely  affect the  financial  condition,  business
operations,  or properties of the Acquired Company,  nor to the knowledge of the
Acquired  Company is there any threatened or pending  governmental or regulatory
litigation, investigation, inquiry, or proceeding involving the Acquired Company
except as disclosed herein;

         3.9.  All  required  returns  for income  taxes,  surtaxes,  and excess
profits  taxes of the Acquired  Company for all periods up to and  including the
calendar year 1995 have been duly prepared and filed in good faith and all taxes
and  assessments  shown  thereon  have  been  paid or  accrued  on the  Acquired
Company's books; all state franchise taxes and real and personal  property taxes
have been paid as of the dates due; and no  proceeding  or other action has been
taken for the assessment or collection of additional taxes for any such periods;

         3.10. The business,  properties and assets of the Acquired  Company has
not, since the date of the Balance Sheet, been materially and adversely affected
as the  result of any  fire,  explosion,  natural  disaster,  governmental  act,
cancellation of contracts, or any other event;

         3.11. No representation by the Acquired Company or by its Officers made
in  this  Agreement  and no  statement  made  in any  certificate  furnished  in
connection with this  transaction  contains or will contain any knowingly untrue
statement of a material  fact or omits or will omit to state any  material  fact
necessary to make such statement, representation or warranty not misleading to a
prospective  purchaser of the stock of the Acquired  Company who is seeking full
information as to the Acquired Company and its business affairs.

         3.12. The Acquired Company is a corporation duly organized and existing
under the laws of Florida.  All shares are presently issued and outstanding;  it
does not have  authorized,  issued,  or outstanding any other shares of stock of
any class or any  subscription  or other  rights to the  issuance  or receipt of
shares of its capital  stock;  and all voting rights are vested  exclusively  in
such capital stock.

         4.  DELIVERY OF CORPORATE  RECORDS AT CLOSING.  Acquired  Company shall
cause to be delivered to Purchaser at the time of Closing the  Corporate  Minute
Books, Stock Certificate  Ledgers and unissued  Certificates,  and the Corporate
Seals of the Acquired Company.

         5. EMPLOYMENT AGREEMENTS AND CONSULTING AGREEMENTS. The four principals
of the Acquired  Company agree to continue  employment with the Acquired Company
or the  Purchaser in similar  capacities  through the end of 1998.  Salaries for
1997 shall not to exceed $45,000 per annum.

<PAGE>
         6. UNDERTAKINGS BY THE ACQUIRED COMPANY.

         6.1.  The Officers and  Directors  of the  Acquired  Company  shall not
cause, suffer or permit the Acquired Company,  subsequent to the date hereof and
prior to the  delivery  of the Shares as  contemplated  hereunder,  to issue any
additional  shares or securities;  make any  distribution  to its  shareholders;
mortgage,  pledge,  or subject to lien or  encumbrance  any of its properties or
assets except in the ordinary  course of its  business;  sell or transfer any of
its assets,  tangible or  intangible,  except in the ordinary or usual course of
business;  incur or become liable for any obligations or liabilities  except for
current  liabilities  incurred in the ordinary and usual course of business;  or
increase the rate of compensation of its Officers;

         6.2. During the period prior to the closing date hereunder the Acquired
Company shall conduct its business operations in the usual and normal course.


         7.  REPRESENTATIONS BY PURCHASER.  Purchaser represents and warrants to
the Acquired Company as follows:

         7.1. That Purchaser has been duly organized pursuant to the laws of the
State of Delaware and that its Certificate of Incorporation has not been revoked
or canceled nor has the Corporation been dissolved;

         7.2.  Other than as  disclosed  herein,  there are no lawsuits  pending
against Purchaser or its Officers or Directors,  nor are there any such lawsuits
threatened or  anticipated,  nor are there any  judgments,  warrants,  or levies
outstanding  against  Purchaser,   or  its  property,  nor  are  there  any  tax
examinations  or  proceedings  pending  relating  to taxes or other  assessments
against  Purchaser,  nor has  Purchaser  at any time  taken  any  insolvency  or
bankruptcy actions;

         7.3. That all of the chattels,  trade  fixtures,  motor  vehicles,  and
equipment  owned or utilized  by  Purchaser,  if any,  are free and clear of all
liens and encumbrances,  except for such liens or security agreements as are set
forth an Exhibit hereto;

         7.4. The Balance  Sheet of Purchaser as of December 31, 1996, a copy of
which is attached  hereto as an Exhibit,  has been prepared in  accordance  with
generally accepted accounting principles consistently applied and accurately and
fairly presents the financial  condition and liabilities of Purchaser as of such
date, and that Purchaser shall be liable to Acquired Company for any undisclosed
liabilities  or claims  which may appear or be made  subsequent  to the  Closing
Date;

         7.5.  Purchaser  is duly  qualified  and  entitled  to own or lease its
respective  properties  and to carry on its  business  all as and in the  places
where such properties are now owned or such businesses are conducted;

         7.6.  Purchaser  has good  marketable  title to all of the property and
assets  (including  title in fee simple to all real  property)  included  in the
Balance Sheet of Purchaser annexed hereto, except, however,  property and assets
in  non-material  amounts sold in the ordinary course of business since the date
of such Balance Sheet, and that all of the properties and assets are free of all
liens, encumbrances, or claims except as set forth in the Balance Sheet;


<PAGE>

         7.7.  Purchaser  is not party to any pending or  threatened  litigation
which might adversely affect the financial condition,  business  operations,  or
properties  of  Purchaser,  nor to the  knowledge  of  Purchaser  is  there  any
threatened or pending  governmental  or regulatory  investigation,  inquiry,  or
proceeding  involving  Purchaser  except  as  disclosed  herein,  and that it is
current in all filings  required to be made  pursuant to the  Securities  Act of
1933, as amended;

         7.8. All returns for income taxes,  surtaxes,  and excess profits taxes
of Purchaser  for all periods up to and  including  the calendar  year 1995 have
been duly prepared and filed in good faith and all taxes and  assessments  shown
thereon  have been paid or accrued on  Purchaser's  books;  all state  franchise
taxes and real and personal  property  taxes have been paid as of the dates due;
and no  proceeding  or  other  action  has  been  taken  for the  assessment  or
collection of additional taxes for any such periods;

         7.9. The business,  properties  and assets of Purchaser have not, since
the date of the Balance Sheet,  been  materially  and adversely  affected as the
result of any fire, explosion, natural disaster,  governmental act, cancellation
of contracts, or any other event;

         7.10.  No  representation  by Purchaser or by its Officers made in this
Agreement and no statement made in any certificate  furnished in connection with
this  transaction  contains or will contain any knowingly  untrue statement of a
material fact or omits or will omit to state any material fact necessary to make
such  statement,  representation  or warranty not  misleading  to a  prospective
purchaser  of the stock of  Purchaser  who is  seeking  full  information  as to
Purchaser and its business affairs.

         8. CONDITIONS PRECEDENT TO CLOSING. All obligations of Acquired Company
and Purchaser under this Agreement are subject to the  fulfillment,  on or prior
to the closing date, of each of the following conditions:

         8.1. That the  representations  of Purchaser and Acquired Company shall
be true at and as of the closing date as though such  representations  were made
at and as of such time;

         8.2. That Purchaser shall have received a written opinion, dated on the
closing date, of counsel  representing the Acquired Company,  to the effect that
the Acquired  Company has been duly  incorporated  and is in good standing under
the laws of the State of its organization  with a capitalization  as represented
in this Agreement; that the Acquired Company is duly licensed or qualified to do
business  in any and all States or  jurisdictions  in which it does  business or
where in the  opinion of  Counsel  such  qualification  is  required;  that such
counsel  knows  of no  litigation,  investigation,  or  governmental  proceeding
pending or  threatened  against the Acquired  Company  which might result in any
material adverse change in the business,  properties,  or financial condition of
the Acquired  Company or in any  liability on the part of the Acquired  Company;
and that the  assignment  and  delivery  of the Shares of the  Acquired  Company
pursuant to this Agreement will vest in Purchaser all right,  title and interest
in and to such Shares, free and clear of all liens, encumbrances and equities;


<PAGE>

         8.3. That  Purchaser  shall have  received a  certificate  dated on the
closing date and signed by the President of the Acquired Company, that since the
date of this Agreement the Acquired Company has not done or permitted to be done
any of the acts or things prohibited by this Agreement;

         8.4. That no claim or liability  not fully  covered by insurance  shall
have been asserted  against the Purchaser or the Acquired Company nor has either
party suffered any loss on account of fire, flood, accident or other calamity of
such a character as to materially  adversely  affect their financial  condition,
regardless of whether or not such loss shall have been insured.

         8.5. That all covenants and indemnification's  made herein by Purchaser
and by the  Acquired  Company  which are to be  performed at or prior to closing
shall have been duly performed;

         8.6.  That at the time of closing the Common Stock of  Purchaser  shall
not be the  subject  of any  investigation  or  inquiry  by the  Securities  and
Exchange  Commission,  the National  Association of Securities Dealers,  and any
other State or Federal regulatory body.

         9. APPROVALS AND RATIFICATIONS.  All transactions  contemplated by this
Agreement  shall be subject to the  approval and  ratification  of the Boards of
Directors and Shareholders of the Acquired Company and of Purchaser,  and to the
approval of Counsel for the respective parties.

         10. CLOSING DATE. The closing under this Agreement  shall take place at
the offices of Purchasing  Company in Boca Raton,  Florida on or before February
21, 1996,  and that all other  required  approvals and  ratification's  shall be
obtained by the respective parties at least 48 hours prior thereto.

         11.  NOTICES.  All notices under this Agreement shall be in writing and
addressed to the parties at the addresses  hereinabove  set forth,  and shall be
mailed by certified mail, return receipt requested.

         12. SUCCESSORS AND ASSIGNS.  This Agreement shall bind and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors  and  assigns,  provided,  however,  that  this  Agreement  cannot be
assigned  by any party  except by or with the  written  consent  of all  parties
hereto. Nothing herein expressed or implied is intended or shall be construed to
confer  upon or give any  person,  firm or  corporation  other that the  parties
hereto and their  respective legal  representatives,  successors and assigns any
rights or benefits under or by reason of this Agreement.

<PAGE>

         13. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.


                                   SIGNATURES


         IN WITNESS WHEREOF, the parties hereto have respectively  executed this
Agreement as of the day and year first written above.


PURCHASER:                                 AIE, LTD.


                                           By: /s/ Richard A. Iamunno, President
                                               ---------------------------------




ACQUIRED COMPANY:                          _____________________________

                                           By: /s/ Michael Carpenter
                                               -------------------------

                                           By: /s/ Sinjay Jindel
                                               -------------------------

                                           By: /s/ Michael Wertheimer
                                               -------------------------

                                           By: /s/ Thomas Bagli
                                               -------------------------

                                           By: _________________________

<PAGE>
                                    EXHIBIT A




       NAME, ADDRESS AND SOCIAL                       NUMBER OF ATLANTIC
    SECURITY NUMBER OF STOCKHOLDER                    SHARES TO BE RECEIVED
-------------------------------------------    ---------------------------------



Thomas Bagli
3170 Leewood Terrace, #L-110
Boca Raton, Florida 33431
Soc. Sec. #                                                 48,000



Michael Carpenter
7125 Lake Island Drive
Lake Worth, Florida 33467
Soc. Sec. #                                                 48,000



Michael Wertheimer
7380 West Country Club Boulevard
Boca Raton, Florida 33487
Soc. Sec. #                                                 48,000



Sinjay Jindal
2230-C Spring Harbor Drive
Delray Beach, Florida 33445
Soc. Sec. #                                                 48,000



Avraham Uriel Chamish
7070 Davit Circle
Lake Worth, Florida 33467
Soc. Sec. #                                                  8,000
                                                           -------
                                                           200,000
                                                           =======

                                       -1-