ChefExpress.net, Inc.

                      Series A Convertible Preferred Stock
                               Purchase Agreement

         This Agreement is made by and between ChefExpress.net, Inc., a Delaware
corporation ("Company") and Green Mountain Coffee Roasters ("Investor").

         WHEREAS,  Green Mountain  Coffee Roasters is the holder of a Promissory
Note of the Company dated March 21, 2000, in the amount of $100,000; and

         WHEREAS,  on August 25, 2000 the Company made a written offer to redeem
its  outstanding  Notes by issuing to Green  Mountain  Coffee  Roasters  207,189
shares of its Series A Convertible  Preferred  Stock and 50,000 warrants for its
Common  Stock and on  August  25,  2000  Investor  accepted  such  offer.  (Said
Agreement is incorporated herein by reference as if fully set forth.)


         NOW, THEREFORE, in consideration of the mutual  covenants, promises and
conditions herein set forth, the parties hereby agree as follows:


         1.       AUTHORIZATION OF SERIES A PREFERRED; USE OF PROCEEDS.

                  1.1 On or before the Closing Date (as defined below),  Company
shall have duly adopted and filed with the Secretary of State a  Certificate  of
Designation  (the  "Designation")  in the form  attached  to this  Agreement  as
Exhibit A, to create and authorize 4,000,000 shares of Series A Preferred having
the rights,  privileges and preferences set forth in the Designation,  and shall
have taken all necessary  corporate action for authorizing the sale and issuance
of the Shares to Investor under this Agreement.

         2. ISSUANCE OF SHARES AND WARRANTS. Subject to the terms and conditions
of this Agreement, the Company will issue the Shares and Warrants to Investor in
return for Investor canceling the above-described  indebtedness.  Investor shall
deliver to the Company the original  Promissory  Notes marked paid in full on or
before  September  25,  2000.  The  Company  shall  deliver  to the  Investor  a
certificate  in the  form  duly  authorized  by the  Company  in the name of the
Investor  representing  the Shares.  In  addition,  the Company and the Investor
shall  each  deliver to the other  original,  signed  counterpart  copies of the
Company's  Shareholder  Agreement  (the  "Shareholder  Agreement")  in the  form
attached hereto as Exhibit B. The Company agrees that all purchasers of Series A
Preferred  shall be  required  to  enter  into the  Shareholder  Agreement  as a
condition of their purchase.

         3.       COMPANY'S REPRESENTATIONS.  Company represents and warrants to
Investor, as of the date hereof and again as of the

Closing,  which  representations  and warranties  are each  conditions to all of
Investor's obligations under this Agreement, as follows:

                  3.1 The consummation of the transactions  contemplated  hereby
will not result in any breach of, or constitute a default under,  any indenture,
agreement or other  instrument  or  obligation to which Company is a party or by
which Company may be bound.

                  3.2 Company  has the full and  unencumbered  right,  power and
authority to issue and sell the Shares to Investor hereunder,  free and clear of
all mortgages, restrictions, liens, encumbrances and charges.

                  3.3 Company has not taken or omitted to take any action  which
may have a material  adverse effect on the financial  condition or operations of
Company, that has not been heretofore disclosed to Investor.

                  3.4 None of the representations and warranties made by Company
herein  contains any untrue  statement of a material  fact, or omit any material
fact the omission of which would be misleading.

         4.       INVESTOR'S REPRESENTATIONS.  Investor represents  and warrants
to  Company, as  of  the  date  hereof  and  again  as  of  the  Closing,  which
representations  and  warranties   are  each   conditions  to  all  of Company's
obligations under this Agreement, as follows:

                  4.1 All matters relating to Company,  its business,  financial
condition,  results from  operations and prospects and Investor's  investment in
the Shares and the shares of Common Stock of Company issued on any conversion of
the Shares (the  "Securities")  have been  explained  to Investor to  Investor's
satisfaction.  Investor understands the speculative nature and risks involved in
Investor's  investment  and has  been  provided  with all  such  information  as
Investor has requested.  Investor  understands that Investor should in no manner
rely on the  accuracy or validity of any  financial  information  which may have
been  provided to  Investor  in forming a decision to invest in the  Securities.
Investor acknowledges that Company makes no representation as to the accuracy or
validity of any financial information provided to Investor.

                  4.2  Investor  understands  that  the  Securities  are  highly
speculative  and  that  Investor's  purchase  of  Securities  is  subject  to  a
significant number of risks associated with Company's lack of operating history,
including,  but not  limited  to,  the  following:  Company  is very new  having
incorporated on October 6, 1999, has never been profitable and will operate at a
loss,  and has advised  Investor that there can be no assurance  that it will be
profitable  in the future;  there are no funds  provided  from  operations,  and
Company is depending on the proceeds from the Offering to provide  substantially
all of its initial capital, and the proceeds of the Offering may be insufficient
to fund Company's ongoing operations and expansion;  if Company has insufficient
funds,  there can be no assurance that  additional  financing can be obtained on
acceptable  terms,  if at all;  Company's  results of  operations  may fluctuate
significantly  from quarter to quarter;  Company will depend upon a small number
of key executive  officers and consultants;  and Company may be unable to retain
the necessary  personnel or acquire other  resources  necessary to implement its
business plan.

                  4.3  Investor   understands   that   Investor's   purchase  of
Securities is subject to a significant  number of  additional  risks  associated
with Company's  agreements with its business  partners and the industry in which
it operates.

                  4.4 Investor understands that as part of Company's strategy to
attain a competitive position, Company will rely on outside consulting companies
and its ability in evaluating  potential  acquisitions of businesses,  products,
and technologies. Investor understands that Company does not have any experience
in  connection  with entering  into such  transactions  and that there can be no
assurance that suitable  acquisitions will be identified,  that any acquisitions
can  be  consummated  or  that  any  acquired  businesses  can  be  successfully
integrated into Company's operations. In addition, Investor understands that any
acquisitions  may have a material  adverse effect upon Company,  particularly in
the fiscal quarters immediately  following the consummation of such transactions
due to operational  disruptions,  unexpected  expenses,  and accounting  charges
which may be associated with the integration of such acquisitions.

                  4.5  Investor   understands   that  a  major  portion  of  the
information  provided to Investor  includes  forward  looking  information as to
Company's  future  operations  and  results.   Investor  understands  that  this
information is based on assumptions as to events and  conditions,  many of which
are beyond the control of Company,  and that there can be no assurance that such
events or  conditions  will occur,  or that  Company  will  achieve any positive
results.

                  4.6     Investor is not acting on the basis of any promotional
sales materials or representations and warranties  with respect to Company,  its
business and financial  condition, other than those  contained in this Agreement
or the  other   documents or written  information  furnished  by   Company  upon
request  by  Investor  or  Investor's advisors.

                  4.7     Investor  is  acquiring   the  Securitie   solely  for
Investor's own account and not for distribution, transfer, or resale to others.

                  4.8 Investor must bear the economic risk of the acquisition of
the Securities for the foreseeable  future because (a) the offer and sale of the
Securities has not been registered  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  or  applicable  state  securities  laws,  and (b) the
Securities  may  therefore  not be  sold,  transferred,  pledged,  or  otherwise
disposed of unless  subsequently so registered or, in the opinion  (satisfactory
to Company) of counsel  (satisfactory  to Company) that  registration  under the
Securities Act or any applicable state securities laws is not required.

                  4.9  Investor  has  been  afforded  the   opportunity  to  ask
questions  of,  and  receive  answers  from,  Company  and all of its  executive
officers and directors and to obtain any additional  information,  to the extent
that Company  possesses such information and has, in general,  had access to all
information  Investor has deemed material to an investment decision with respect
to Investor's acquisition of the Securities.

                  4.10 Investor has adequate  means of providing for  Investor's
current financial needs and possible personal  contingencies and has no need for
liquidity in Investor's investment in Company.

                  4.11 Investor is able to bear the economic  risks  inherent in
Investor's  investment  in  Company.   Investor  further  acknowledges  that  an
important  consideration bearing on Investor's ability to bear the economic risk
of Investor's  acquisition  of the  Securities is whether  Investor can afford a
complete  loss of  Investor's  entire  investment  in Company,  and Investor can
afford a complete loss of Investor's entire investment in Company.

                  4.12 Investor's overall commitment to investments that are not
readily  marketable  is  not  disproportionate  to  Investor's  net  worth,  and
Investor's  investment  in Company will not cause such overall  commitment to be
disproportionate.

                  4.13 Investor has such  knowledge and  experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of an  investment  in Company and of making an informed investment decision.



                  4.14 If Investor is other than an individual, Investor has not
been  organized or  materially  reorganized  for  the  purpose of  investing  in
Company, although such investment is consistent with its purposes.

                  4.15 Investor  is not  aware of  any advertisement  or general
solicitation regarding an investment in Company.

                  4.16 Investor is  not a foreign  investor as  define   by  the
United  States  Department of Commerce,  and  therefore  Company  shall  not  be
required to file any Form BE-13  with the Department of Commerce with respect to
this transaction.

                  4.17 None  of  the  representations  and  warranties  made  by
Investor herein contains any untrue  statement of a material  fact,  or omit any
material  fact the omission of which would be misleading.



                  4.18 Investor acknowledges and agrees as follows:

                           (a)      The  Securities  have  not  been  registered
under  the  Securities  Act or the securities laws of any state,  and are  being
offered  and sold in reliance on  exemptions from the registration  requirements
of the  Securities Act and such laws.  The  Securities have not been approved or
disapproved  by  the  Securities and  Exchange  Commission, any state securities
commission  or other  regulatory  authority,  nor  have  any  of  the  foregoing
authorities   passed  upon  or  endorsed  the  merits  of  this  offering.   Any
representation to the contrary is unlawful.

                           (b)      The Securities  are subject  to restrictions
on transferability and resale and may not be  transferred  or resold  except (i)
as  permitted  under the  Securities  Act and applicable  state securities laws,
pursuant  to  registration  or  exemption therefrom; and (ii) in accordance with
the Shareholders Agreement.  Investor is aware  that  Investor  may be  required
to bear the financial risks of this investment for an indefinite period of time.

                  4.19 Investor  understands the meaning and legal  consequences
of Investor's  representations and warranties herein.  Investor understands that
Company has relied and shall rely on Investor's  representations and warranties,
including  without  limitation  in  determining  whether  to offer  and sell the
Securities  to Investor.  Investor  hereby agrees to indemnify and hold harmless
Company and its controlling  persons from and against any and all loss,  damage,
or liability due to or arising out of any  misrepresentation  or a breach of any
warranties contained herein.

         5.       CONDITIONS TO CLOSING.

                  5.1  Conditions to Investors'  Obligations.  The obligation of
Investor to purchase the Shares at the Closing is subject to the  fulfillment on
or before the  Closing  Date of the  following  conditions,  the waiver of which
shall not be effective unless Investor consents in writing to such waiver:

                           (a)      The  representations and  warranties made by
Company in  this Agreement shall be  true and  correct in all material  respects
when made, and shall be true and correct on the Closing Date with the same force
and effect as if they had  been made on and as of said date,  subject to changes
contemplated by this  Agreement.  Company shall have performed  all  obligations
and conditions in this Agreement required to be performed by it on or before the
Closing Date.

                           (b)      All authorizations, approvals, or permits of
any governmental authority required in  connection with the lawful  issuance and
sale of the Shares, the conversion of the Shares into  Common, and the  issuance
of Common on conversion  shall have been duly obtained and shall be effective on
and as of the Closing date.

                           (c)      The  Designation shall have  been filed with
the Secretary of  State of the State of  Delaware and shall be in full force and
effect on the Closing Date.

                           (d)      At the time of the  Closing, the purchase of
the Shares shall be legally  permitted by all laws and regulations  to which the
Investor and Company are subject.

                           (e)      Company, Investor and each other shareholder
of Company shall have entered into the Shareholder Agreement.

                           (f)      Company shall  have delivered to  Investor a
certificate representing the  Shares to be  purchased by  such  Investor,  which
Shares shall be issued in Investor's  name as set forth in this Agreement.

                           (g)      All  corporate  and  other  proceedings   in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents  and instruments  incident to  such transactions  shall be  reasonably
satisfactory  in form and  substance to Investor and  Investor's counsel.

                  5.2      Conditions   to  Company's   Obligations.   Company's
obligation  to  sell and  issue the Shares  at the  Closing is  subject  to  the
fulfillment on or before the Closing Date of each of the following conditions:

                           (a)      Investor's representations and warranties in
this  Agreement shall be  true and  correct  when  made,  and shall be  true and
correct on the  Closing Date with the same force and effect  as if they had been
made on and as of said  date, subject to  changes, if any, contemplated  by this
Agreement.  Investor shall have performed all obligations and conditions in this
Agreement  required to be  performed by Investor on or before the Closing Date.

                           (b)      All authorizations, approvals, or permits of
any governmental  authority required in connection with the lawful  issuance and
sale of the Shares  shall have been duly  obtained and shall be effective on and
as of the Closing Date.

                           (c)      Investor  shall have delivered  the purchase
price specified in Section 2.

         6.  Notices.  Any and all  notices,  demands  or  other  communications
required  or  permitted  to be given to a party  hereunder  (any of  which,  for
purposes  of this  provision,  a "Notice")  shall be validly  given if served in
writing either personally,  by facsimile,  by deposit in the United States mail,
first class postage prepaid,  or by a recognized  courier service to any address
in the United States.  Notices given (i) personally or by courier  service shall
be conclusively deemed received at the time of delivery and receipt (or upon the
date of attempted delivery where receipt is refused); (ii) by facsimile shall be
conclusively deemed received upon the delivering party's written confirmation of
facsimile  transmission;  and (iii) by mail shall be  conclusively  deemed given
forty-eight (48) hours after the deposit thereof.  Notices shall be addressed to
each party at the address set forth below the party's  signature.  Any party may
change its Notice address or may designate additional parties to receive Notices
by written notice given in the manner provided herein.

         7.       GENERAL PROVISIONS.

                  7.1 Severability.  Nothing contained herein shall be construed
so as to require the  commission of any act contrary to law, and wherever  there
is any conflict between any provision  contained herein (or any portion thereof)
and any present or future  statute,  law,  ordinance or  regulation  contrary to
which the parties have no legal right to contract,  the latter shall prevail but
the provision (or portion) which is affected shall be curtailed and limited only
to the extent  necessary to bring it within the requirements of the law, and all
other provisions hereof shall remain in full force and effect.

                  7.2 Further Assurances.  Each party shall use its best efforts
to cause any conditions to its obligations hereunder to be satisfied at or prior
to the time by which such  conditions must be satisfied  hereunder.  Each of the
parties agrees to execute and deliver any and all further agreements,  documents
or  instruments   necessary  to  effectuate   the  provisions   hereof  and  the
transactions  contemplated hereby or reasonably  requested by the other party to
perfect or evidence such party's rights hereunder.  Both parties shall use their
best efforts to complete  the  transactions  contemplated  hereby as promptly as
practicable. Each party shall promptly notify the other party of any information
delivered to or obtained by such party which would prevent the  consummation  of
the  transactions  contemplated  hereby  or  would  indicate  a  breach  of  any
representations or warranties of any of the parties hereto.

                  7.3  Attorneys'  Fees. In the event any action,  including but
not  limited to any  judicial  reference  or  arbitration  which may be provided
herein,  be  instituted  by a party in connection  herewith,  including  without
limitation any appeal of such action,  any post-judgment  actions (including but
not  limited to any actions to enforce any such  judgment),  and any  bankruptcy
proceedings  related  hereto,  the  prevailing  party  shall be  entitled to its
attorneys'  fees,  costs and  expenses  incurred in  connection  therewith.  The
provisions  of the previous  sentence  shall  survive and not be merged with any
judgment and shall be severable from all other provisions hereof.

                  7.4  Modifications  or  Amendments.  No  amendment,  change or
modification  hereto  shall be valid  unless in writing,  stating  that it is an
amendment,  change or  modification  hereto,  and  signed by all of the  parties
hereto.

                  7.5  Successors  and  Assigns.  Except  as  assignment  may be
otherwise  expressly  prohibited  or  restricted  herein,  all of the  terms and
provisions  contained  herein shall inure to the benefit of and shall be binding
upon  the  parties  and  their  respective  heirs,   personal   representatives,
successors and assigns.

                  7.6 Terminology.  Whenever the context  requires  herein,  the
masculine,  feminine and neuter  genders,  and the singular and plural  numbers,
respectively,  shall each  include the others.  As used in this  Agreement,  (i)
"and/or"  means one or the other or both, or any one or all, or any  combination
of the  things or  persons in  connection  with  which the words are used;  (ii)
"person" includes  individuals,  partnerships,  corporations,  limited liability
companies,  business  trusts and other  entities  of any kind or  nature;  (iii)
"shall" or "will"  denotes a  mandatory  action,  and "may"  denotes an optional
action;  and (iv) "herein",  "hereof" and "hereunder" and similar terms refer to
this Agreement in its entirety and are not limited to any specific provisions.

                  7.7      Time of the Essence.   Time is of the essence  hereof
and of all the terms, provisions, covenants and conditions hereof.

                  7.8      Exhibits,  Schedules   and  Other   Documents.    All
exhibits attached hereto and  referred to herein are hereby  incorporated herein
as though set forth at length.

                  7.9 Separate  Counterparts.  This  document may be executed in
one or more separate  counterparts,  each of which,  when so executed,  shall be
deemed  to be an  original.  Any  executed  original  counterpart  copy  hereof,
together with the original  signature  pages of any other  executed  counterpart
copies hereof, shall constitute and be one and the same instrument.

                  7.10  Entire  Agreement.  This  document,  together  with  any
related documents referred to herein,  constitutes the entire  understanding and
agreement of the parties with respect to the subject matter hereof,  and any and
all prior agreements,  understandings or  representations  are hereby terminated
and cancelled in their entirety and are of no further force or effect.

                  7.11  Captions;  Construction.  The captions  appearing at the
commencement of the paragraphs  hereof are descriptive  only and for convenience
in  reference.  Should  there be any  conflict  between any such caption and the
paragraph at the head of which it appears,  the  paragraph  and not such caption
shall control and govern in the construction of this document. This document has
been negotiated at arm's length and between  persons (or their  representatives)
sophisticated and  knowledgeable in the matters dealt with herein.  Accordingly,
any rule of law or legal  decision  that  would  require  interpretation  of any
ambiguities  contained  herein  against  the party  that has  drafted  it is not
applicable  and is waived.  The provisions of this document shall be interpreted
in a reasonable manner to effect the purpose of the parties and this document.

                  7.12  No  Obligation  to  Third  Parties.  The  execution  and
delivery of this  document  shall not be deemed to confer any rights  upon,  nor
obligate  any of the  parties  hereto,  to any person or entity  other than each
other.

                  7.13  Applicable  Law. This Agreement and the  representations
herein  shall be  governed  by and  construed  under  the  laws of the  State of
Delaware  and shall be  binding  upon and  inure to the  benefit  Company's  and
Investor's respective heirs, executors,  administrators,  legal representatives,
successors, and assigns.



               The remainder of this page is intentionally blank.


<PAGE>


         8.  Investor  represents  and warrants to Company  that  Investor is an
"Accredited  Investor" (as defined in Rule 501 of Regulation D promulgated under
the Securities Act), and Investor has initialed Investor's qualification below:

_____    A.       Investor had an  individual income in excess  of  $200,000 (or
                  joint income of $300,000 with  Investor's  spouse) for each of
                  1998 and 1999 and  reasonably  expect  an  income in excess of
                  $200,000 (or joint income of $300,000 with Investor's  spouse)
                  for 2000.

_____    B        As   of  the  date  of  this   Agreement,   Investor   (either
                  individually or  with  Investor's  spouse) has  a net worth in
                  excess of $1,000,000.

_____    C.       Investor is an  entity in which all of the  equity owners  are
                  "accredited investors."

__X__    D.       Other - see  the  definitions on  Exhibit  C hereto  for other
                  possible  qualifications  and   provide  the  number  of  such
                  qualification here:  __3__.

Note:  The term  "net  worth"  means  the  excess  of total  assets  over  total
liabilities.  In computing net worth, your principal residence must be valued at
cost,  including cost of improvements,  or at a recently appraised value (net of
encumbrances) by an institutional lender making a secured loan.

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned.


/s/ Robert D. Britt                      Date:  9/20/00
-------------------                      ---------------------------------------
Signature of Investor

Green Mountain Coffee Roasters, Inc.                   03-0280558
------------------------------------     ---------------------------------------
Print Name                               Soc. Sec. No. or IRS Employer ID Number


____________________________________     Date:__________________________________
Signature of Co-investor

____________________________________
Print Name


Investment Amount:                       Number of Shares @ $0.50 per Share:
   $103,594.50                                           207,189
------------------                       ---------------------------------------


Address  of Investor(s):                 Investment is made as (check one only):
33 Coffee Lane                               ____Individual
------------------------------------         ____Joint Tenants
Waterbury, VT 05676                          ____Community Property
------------------------------------         ____Tenants in Common
Fax: _______________                         __X_Other (state: Corporation)
                                                              ------------------


Accepted by ChefExpress.net, Inc.:
Date: 9/20/2000                           By: /s/ William Davis
     ----------                              ------------------
                                         Its: President
                                             ------------------
Address of Company:
1 ChefExpress Way
Waterbury, VT  05676
Fax: _______________


<PAGE>


                                    EXHIBIT C

                        DEFINITION OF ACCREDITED INVESTOR


1)                An  individual having an  individual net  worth or a joint net
         worth with spouse at the time of purchase in excess of $1,000,000;

2)       An individual whose net income was in excess of $200,000 in each of the
         two most recent years,  or whose joint income with spouse was in excess
         of $300,000 in each of those years, and who reasonably  expects his net
         income to reach such level in the current year;

3)       A corporation, partnership, Massachusetts or similar business trust, or
         organization  described in Section  501(c)(3)  of the Internal  Revenue
         Code of 1986, as amended (tax exempt organization),  not formed for the
         specific  purpose of acquiring the Shares having total assets in excess
         of $5,000,000;

4)       Any director, executive officer or general partner of the issuer of the
         Shares,  or any  director,  executive  officer or general  partner of a
         general partner of that issuer;

5)                A  bank,  savings   and  loan  association  or  other  similar
         institution  (as defined in  Sections  3(a)(2) and  3(a)(5)(A)  of  the
         Securities Act);

6)                An insurance company  (as defined  in  Section  2(13)  of  the
         Securities Act);

7)                An investment company registered  under the Investment Company
         Act of 1940, as amended (the "Investment Company Act");

8)       A business  development  company (as defined in Section 2(a)(48) of the
         Investment Company Act) or a private business  development  company (as
         defined in Section 202(a)(22) of the Investment Advisers Act of 1940);

9)                A Small Business Investment Company licensed by the U.S. Small
         Business   Administration under  Sections  301(c)  or (d) of  the Small
         Business Investment Act of 1958;

10)               A broker or  dealer registered pursuant to  Section 15 of  the
         Securities Exchange Act of 1934, as amended;

11)      A  plan   established   and  maintained  by  a  state,   its  political
         subdivisions,  or any  agency  or  instrumentality  of a  state  or its
         political subdivisions for the benefit to its employees, which plan has
         total assets in excess of $5,000,000;

12)      An employee benefit plan within the meaning of the Employee  Retirement
         Income  Security Act of 1974 ("ERISA"),  if the investment  decision is
         made by a "Plan Fiduciary", as defined in Section 3(21) of ERISA, which
         is either a bank,  savings and loan  association,  insurance company or
         registered investment adviser;

13)               An employee  benefit plan within  the meaning of  ERISA having
         total assets in excess of $5,000,000;

14)      A self-directed employee benefit plan within the meaning of ERISA, with
         investment   decisions  made  solely  by  persons  who  are  accredited
         investors as defined in Rule 501(a) of Regulation D;

15)      A trust with total  assets in excess of  $5,000,000  not formed for the
         specific  purpose of acquiring  Shares whose  purchase is directed by a
         sophisticated   person  (i.e.,   person  who  has  such  knowledge  and
         experience  in  financial  and  business  matters that he is capable of
         evaluating the merits and risks of any investment in the Shares); or

16)               Any entity in which all of the  equity owners  are "accredited
         investors."


The term "net worth" means the excess of total assets over total liabilities. In
computing net worth, your principal residence must be valued at cost,  including
cost of improvements,  or at a recently appraised value (net of encumbrances) by
an institutional lender making a secured loan.