Exhibit 10.1

                            STOCK EXCHANGE AGREEMENT
                           --------------------------

     This STOCK EXCHANGE AGREEMENT (this "Agreement") is dated as of January 13,
2005,  by  and  among  National  Parking  Systems,  Inc.,  a  Nevada corporation
("Purchaser"  or  "NPS"),  Marc Ebersole ("Ebersole") and the several holders of
the  preferred  stock  of ABS Holding Company, Inc. and BH Holding Company, Inc.
appearing  on  the  signature page hereto (collectively the "Preferred Holders,"
and,  together  with  Ebersole,  the  "Sellers").

     WHEREAS, ABS Holding Company, Inc. ("ABS"), BH Holding Company, Inc. ("BH,"
and,  together  with ABS, the "Company") and the Sellers have determined that it
is  in  the best interest of the Company and its shareholders to arrange for the
sale  of  all  of  the  issued  and  outstanding  shares of capital stock of the
Company,  including  all  issued  and  outstanding  shares  of common stock (the
"Seller Common Stock"), and all issued and outstanding shares of Preferred stock
(the  "Seller  Preferred Stock," and, together with the Seller Common Stock, the
"Securities").
     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I

                       PURCHASE AND SALE OF COMPANY STOCK
                    ---------------------------------------

     Section  1.1  Sale  of  Stock.  Subject  to the terms and conditions herein
                   ---------------
stated,  the  Sellers  each  hereby  sell to Purchaser, and the Purchaser hereby
purchases  from  the Sellers, (i) 1,000 shares of Seller Preferred Stock of ABS,
and  (ii) 1,000 shares of Seller Preferred Stock of BH, and (iii) all issued and
outstanding  Seller  Common  Stock  of  BH  and  ABS.

     Section  1.2  Purchase Price.  On the Closing Date, Purchaser shall deliver
                   --------------
to  the  Sellers in accordance with Schedule 1, the following consideration (the
"Purchase  Price"):

     a.  Common  Stock  Purchase  Price.
          i.   In  exchange  for  the  Seller  Common  Stock,  NPS  shall  issue
               32,600,000  shares  of  NPS  common stock (the "Management Common
               Stock"),  which  shall  be  restricted shares, and which shall be
               subject  to  a  two-year  lock-up  agreement.
          ii.  Mr.  Ebersole  shall  enter into a non-competition agreement with
               the  Company  providing that Mr. Ebersole shall not engage in the
               business  of  valet parking, vehicle immobilization, or any other
               parking-related business in which the Company operates during the
               period of Mr. Ebersole's employment with the Company. The term of
               such  non-competition agreement shall extend to the date which is
               the  later of three years from the Closing Date, or one year from
               the  last  day  upon  which  Mr. Ebersole remains employed by the
               Company.

<PAGE>

     b.   Preferred  Stock  Purchase Price. In exchange for the Seller Preferred
          Stock,  NPS shall issue the following securities (the "Preferred Stock
          Purchase  Securities"):
          i.   7,750,000  shares  of  NPS  common  stock;  and
          ii.  A  Debenture in the amount of $86,750 which bear no interest, and
               shall  be  in  the  form  attached  hereto  as  Schedule  A.

     c.   Assumption of Debt. Purchaser shall become a party to, and the Company
          and  Purchaser  shall  re-execute,  that  certain  Senior  Secured
          Convertible  Debenture  owed  by  the  Company,  which  has  a current
          principal  balance  of  $285,000,  and  shall execute and perfect such
          security  instruments,  including  without  limitation UCC-1 Financing
          Statements,  as  shall  be  required  by the holder of such debenture.

     Section  1.3  Closing.  The  closing  of  the  transactions  referred to in
                   -------
Section 1.1 hereof (the "Closing") shall take place as of the date hereof, or at
such  other  time  as the parties may agree upon.  Such time and date are herein
referred  to  as  the  "Closing  Date."

     Section  1.4  Tax  Free Transfers. The transactions referred to in Sections
1.1  and  1.2 hereof, are intended to qualify for tax free treatment pursuant to
Section  351  of  the  Internal  Revenue Code of 1986, as amended and applicable
Nevada provisions. Immediately following the transfers described in Sections 1.1
and  1.2  hereof,  the Sellers will own in excess of eighty percent of the total
combined  voting power of all classes of stock entitled to vote and in excess of
eighty  percent  of  the total number of shares of all other classes of stock of
NPS.

                                        ARTICLE  II

                           REPRESENTATIONS OF COMPANY
                          ----------------------------

     Ebersole  hereby  represents  and warrants, with respect to BH, as follows,
and  with  respect  to ABS, to his best knowledge after due inquiry, as follows:

     Section  2.1  Company  Stock.  All  of  the  shares of capital stock of the
                   --------------
Company  have been duly authorized.  The Sellers respectively own the Securities
free  and  clear  of any liens or encumbrances of any type or nature whatsoever,
and each has full right, power and authority to exchange the Securities that are
owned  by  each  hereunder  without  qualification.  There  are  no  outstanding
options,  warrants  or  calls  pursuant  to  which  any  person has the right to
purchase  any  capital  stock  or other securities of ABS or BH, or any of their
respective subsidiaries, except for those which will be cancelled on or prior to
the  Closing  Date.

Section  2.2.  Corporate  Status.  Each  of  ABS  and  BH  is a corporation duly
               -----------------
incorporated,  validly existing and in good standing under the laws of the State
of Nevada and is licensed or qualified as a foreign corporation in all states in
which the nature of their respective businesses or the character or ownership of
their  respective  properties  makes  such licensing or qualification necessary.

<PAGE>

     Section 2.3  Authorization and Validity of Agreement.  The Company has full
                  ---------------------------------------
power  and  authority  (corporate  or  otherwise)  to  execute  and deliver this
Agreement,  to  perform  its  obligations  hereunder  and  to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered  by  the  Company and, assuming the due execution of this Agreement by
Purchaser, is a valid and binding obligation of the Company, enforceable against
the  Company  in  accordance  with  its  terms,  except  to  the extent that its
enforceability  may  be  subject  to  applicable  bankruptcy,  insolvency,
reorganization  and  similar laws affecting the enforcement of creditors' rights
generally  and  to  general  equitable  principles.

     Section  2.4  Consents  and  Approvals;  No  Violations.  The execution and
                   -----------------------------------------
delivery of this Agreement by the Company and the consummation by the Company of
the  purchase  and  sale  of the Securities as contemplated herein and the other
transactions  contemplated  hereby  (a)  will  not violate the provisions of the
Articles  of  Incorporation  or  bylaws of the Company, (b) will not violate any
statute,  rule,  regulation,  order or decree of any public body or authority by
which  the  Company  is  bound or by which any of their respective properties or
assets  are  bound,  (c) will not require any filing with, or permit, consent or
approval  of,  or the giving of any notice to, any United States governmental or
regulatory body, agency or authority on or prior to the Closing Date (as defined
in  Section  1.3), and (d) will not result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default
(or  give  rise  to  any  right  of  termination,  cancellation,  payment  or
acceleration)  under,  or  result in the creation of any Encumbrance upon any of
the  properties  or assets of the Company under, any of the terms, conditions or
provisions  of  any note, bond, mortgage, indenture, license, franchise, permit,
agreement,  lease,  franchise agreement or any other instrument or obligation to
which  the  Company  is  a  party,  or by which they or any of its properties or
assets  may  be  bound.

          Section  2.5     Financial  Statements.   The  financial statements of
                           ---------------------
the  Company  furnished  to  the  Purchaser,  consisting  of  unaudited  interim
financial  statements  for the period ended December 31, 2002, December 31, 2003
and June 30, 2004, are correct and fairly present the financial condition of the
Company  as  of  these  dates and for the periods involved; such statements were
prepared  in  accordance  with  generally  accepted  accounting  principles
consistently  applied,  and  no  material  change  has  occurred  in the matters
disclosed  therein.  These  financial  statements  do  not  contain  any  untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made,  not  misleading.

          Section  2.6     Undisclosed  Liabilities.   Except  as  set  forth on
                           ------------------------
Schedule  2.6,  the  Company has no material liabilities of any nature except to
the extent reflected or reserved against in its balance sheets, whether accrued,
absolute,  contingent  or  otherwise,  including,  without  limitation,  tax
liabilities  and  interest  due  or  to  become  due.

<PAGE>

          Section  2.7     Interim  Changes.   Except  as  set forth in Schedule
                           ----------------
2.7, since the dates of its balance sheet, there have been no (i) changes in the
financial  condition,  assets,  liabilities or business of the Company, which in
the  aggregate,  have been materially adverse; (ii) damages, destruction or loss
of  or  to  the  property  of  the  Company,  payment  of  any dividend or other
distribution  in  respect  of  the capital stock of the Company or any direct or
indirect  redemption,  purchase or other acquisition of any such stock; or (iii)
increases  paid  or  agreed to in the compensation, retirement benefits or other
commitments  to  their  employees.

          Section  2.8     Title  to  Property.  The  Company  has  good  and
                           -------------------
marketable title to all properties and assets, real and personal, proprietary or
otherwise, reflected in its balance sheets, and the properties and assets of the
Company  are  subject  to  no  mortgage,  pledge, lien or encumbrance, except as
reflected  in  the financial statements of the Company, with respect to which no
default  exists.

          Section  2.9     Litigation.   Except  as  set  forth in Schedule 2.9,
                           ----------
here is no litigation or proceeding pending, or to the knowledge of the Company,
threatened,  against  or  relating to the Company or its properties or business,
except  litigation  which is not expected to have any material adverse effect on
the Company.  Further, no officer, director or person who may be deemed to be an
affiliate  of  the Company is party to any material legal proceeding which could
have  an  adverse  effect  on  the Company (financial or otherwise), and none is
party  to  any  action  or proceeding wherein any has an interest adverse to the
Company.

          Section  2.10     Books and Records.   From the date of this Agreement
                            -----------------
to  the  Closing,  Sellers  will  cause  Company  to  (i)  give  to  NPS and its
representatives  full  access  during  normal  business  hours to all of Company
offices,  books, records, contracts and other corporate documents and properties
so  that  NPS  may  inspect  and  audit  them; and (ii) furnish such information
concerning  the properties and affairs of Company as NPS may reasonably request.

          Section  2.11     Tax Returns.   Except as set forth in Schedule 2.11,
                            -----------
Company  has  filed  all  federal and state income or franchise tax returns that
have  been  required  to  be  filed  by  it  or has received currently effective
extensions  of  the  required  filing  dates.

          Section  2.12     Confidentiality.   Until  the  Closing  (and
                            ---------------
continuously  if  there  is no Closing), NPS and their representatives will keep
confidential  any  information  which  they obtain from Sellers concerning their
properties,  assets  and  business.

          Section  2.13     Environmental Matters.  Company and the Sellers have
                            ---------------------
no  knowledge  of  any  assertion by any governmental agency or other regulatory
authority  of  any environmental lien, action or proceeding, or of any cause for
any  such  lien,  action  or  proceeding  related  to the business operations of
Company  or  its  predecessors.  "Hazardous  Materials"  means  any  oil  or
petrochemical  products,  PCB's,  asbestos,  urea  formaldehyde,  flammable
explosives,  radioactive  materials, solid or hazardous wastes, chemicals, toxic
substances  or  related materials, including, without limitation, any substances
defined  as  or included in the definition of "hazardous substances," "hazardous
wastes,"  "  hazardous  materials"  or  "toxic  substances" under any applicable
federal  or  state  laws or regulations. "Hazardous Materials Regulations" means
any  regulations  governing  the  use, generation, handling, storage, treatment,
disposal  or  release of hazardous materials, including, without limitation, the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  the
Resource  Conservation  and Recovery Act and the Federal Water Pollution Control
Act.

<PAGE>

          Section  2.14     Access to Information Regarding NPS. The Company and
                            ----------------------------------
the  Sellers  acknowledge  that  NPS  has delivered them copies of what has been
represented  to  be documentation containing all material information respecting
NPS  and  its  present  and  contemplated  business  operations,  potential
acquisitions,  management and other factors, by personal delivery to them and/or
by notification of access to the reports and registration statements of NPS that
contain  such  information  in the EDGAR Archives of the Securities and Exchange
Commission at www.sec.gov; that they have had a reasonable opportunity to review
such  documentation  and  to discuss it, to the extent desired, with their legal
counsel,  directors  and  executive  officers; that they have had, to the extent
desired, the opportunity to ask questions of and receive responses from the sole
director  and  executive officer of NPS, and with the legal and accounting firms
of  NPS,  with  respect to such documentation; and that to the extent requested,
all  questions  raised  have  been  answered  to  their  complete  satisfaction.

                                  ARTICLE III

                    INVESTMENT AND PURCHASER REPRESENTATIONS
                  -------------------------------------------

     Section  3.1.  To the best of NPS's actual knowledge, NPS hereby represents
and  warrants  to  the  Sellers  that:

     (a)  Common  Stock.  All of the common stock of the Purchaser upon issuance
          -------------
will  be  duly  authorized,  validly  issued, fully paid and are non-assessable.
Upon  issuance,  the Common Stock and other purchase consideration shall be duly
authorized,  validly  issued,  fully  paid  and  non-assessable.

     (b)  Authorization and Validity of Agreement.  The Purchaser has full power
          ---------------------------------------
and authority (corporate or otherwise) to execute and deliver this Agreement, to
perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated hereby.  This Agreement has been duly executed and delivered by the
Purchaser  and,  assuming  the  due  execution  of this Agreement by each of the
Sellers, is a valid and binding obligation of the Purchaser, enforceable against
the  Purchaser  in  accordance  with  its  terms,  except to the extent that its
enforceability  may  be  subject  to  applicable  bankruptcy,  insolvency,
reorganization  and  similar laws affecting the enforcement of creditors' rights
generally  and  to  general  equitable  principles.

     (c)  Consents  and Approvals; No Violations.  The execution and delivery of
          --------------------------------------
this  Agreement  by  the  Purchaser and the consummation by the Purchaser of the
purchase  and  sale  of  the  Securities  as  contemplated  herein and the other
transactions  contemplated  hereby  (a)  will  not violate the provisions of the
Articles  of  Incorporation or Bylaws of the Purchaser, (b) will not violate any
statute,  rule,  regulation,  order or decree of any public body or authority by
which  the  Purchaser  is  bound or by which any of its properties or assets are
bound,  (c) will not require any filing with, or permit, consent or approval of,
or  the  giving  of  any notice to, any United States governmental or regulatory
body, agency or authority on or prior to the Closing Date (as defined in Section
1.3),  and  (d)  will  not  result  in  a violation or breach of, conflict with,
constitute  (with  or without due notice or lapse of time or both) a default (or
give  rise  to  any right of termination, cancellation, payment or acceleration)
under,  or  result in the creation of any Encumbrance upon any of the properties
or  assets of the Purchaser under, any of the terms, conditions or provisions of
any  note,  bond,  mortgage,  indenture,  license, franchise, permit, agreement,
lease,  franchise  agreement  or any other instrument or obligation to which the
Purchaser is a party, or by which they or any of its properties or assets may be
bound.

<PAGE>

     (d)  Organization  and Good Standing.  NPS is a corporation duly organized,
          ---------------------------------
validly  existing and in good standing under the laws of Nevada and is qualified
to  do  business as a foreign corporation in each jurisdiction where the failure
to  be  so  qualified  would  have  a  material  adverse  effect  on  NPS.

     (e)  Capitalization. NPS's authorized capital stock consists of 300,000,000
          --------------
shares  of  common  stock,  $0.001 par value per share, and 10,000,000 shares of
preferred stock. A total of 43,425,000 shares of common stock will be issued and
outstanding  after  consummation  of  the  transactions set forth herein, and no
shares  of  preferred stock are issued. All of the issued and outstanding shares
of NPS common stock were or will be duly authorized for issuance and are validly
issued,  fully  paid  and  non-assessable.  There  are  no  options,  warrants,
convertible  securities,  any  rights of first refusal, any preemptive rights or
any  other  right  to  acquire  equity securities of NPS outstanding, except for
those  which  will  be  cancelled  on  or  prior  to  the  Closing  Date.

     (f)  Subsidiaries.  NPS  does  not,  or  at  closing  will not, directly or
          ------------
indirectly, own any shares of any capital stock or other equity interest in, has
not  made  any  investment  in,  and  does  not  control or have any proprietary
interest  in,  any  corporation,  partnership,  joint  venture or other business
association  or  entity.

     (g)  SEC  Documents. NPS has filed reports required to be filed by it under
          --------------
the Securities Act of 1933, as amended (the "Securities Act") and the Securities
Exchange  Act  of  1934,  as amended (the "Exchange Act"), including pursuant to
Section  13(a)  or  15(d) thereof, for the three years preceding the date hereof
(or  such  shorter period as NPS was required by law to file such material) (the
foregoing materials, including the exhibits thereto, being collectively referred
to  herein  as  the  "SEC  Reports").  The  SEC  Documents constitute all of the
documents  and  reports that NPS filed with the SEC pursuant to the Exchange Act
and the rules and regulations promulgated thereunder by the SEC since January 1,
2004.  As  of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Exchange Act and the rules and regulations
promulgated  thereunder  and  none  of  the  SEC  Documents  contained an untrue
statement  of a material fact or omitted to state 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.  The  financial
statements  of  NPS  included  in  the  SEC  Documents  comply as to form in all
material  respects  with  applicable  accounting  requirements and the published
rules  and  regulations  of  the SEC with respect thereto, have been prepared in
accordance  with  generally  accepted accounting principles in the United States
("U.S.  GAAP") (except, in the case of unaudited statements, as permitted by the
applicable form under the Exchange Act) applied on a consistent basis during the
periods  involved  (except  as may be indicated in the notes thereto) and fairly
present the financial position of NPS as of the dates thereof and its statements
of  operations,  shareholders'  equity and cash flows for the periods then ended
(subject,  in the case of unaudited statements, to normal and recurring year-end
audit  adjustments  which  were  and are not expected to have a material adverse
effect  on  NPS,  its  business,  financial condition or results of operations).
Except  as  and to the extent set forth on the consolidated balance sheet of NPS
June  30,  2004,  NPS  has  no  liability  or  obligation of any nature (whether
accrued,  absolute, contingent or otherwise and whether required to be reflected
on  a  balance sheet or not); provided, that as of or prior to the Closing Date,
all liabilities reflected in such balance sheet shall have been settled, and NPS
will  complete  the divestiture of its wholly-owned subsidiary as of the Closing
Date.

<PAGE>

     (h)  Financial  Statements.
          ----------------------

          (1)  Included  in  the  SEC  Documents  are  the  audited  balance
sheets  of  NPS  December  31,  2003  and  2002,  and  the  related consolidated
statements of operations and shareholders' deficit, and cash flows for the years
then  ended,  and  for  the  period  January  1, 2002 through December 31, 2003,
together with the report thereon (except with respect to continuation as a going
concern)  of  NPS's  independent  auditor  (collectively,  "NPS's  Audited
Financials").

          (2)     NPS's  Audited Financials are (i) in accordance with the books
and  records  of  NPS,  (ii)  correct  and  complete,  (iii)  fairly present the
financial  position  and results of operations of NPS as of the dates indicated,
and  (iv)  prepared  in  accordance  with  U.S.  GAAP (except that (x) unaudited
financial  statements  may  not  be  in accordance with U.S. GAAP because of the
absence  of  footnotes  normally  contained therein, and (y) interim (unaudited)
financials  are  subject  to  normal  year-end  audit  adjustments  that  in the
aggregate  will  not  have  a  material  adverse  effect  on  NPS, its business,
financial  condition  or  results  of  operations).

     (i)  Public  Listing  of  NPS.  NPS  has  never  been  listed  on  any
national  stock  exchange  or  national  market  system  in the United States or
elsewhere  except the NASD OTC Bulletin Board ("OTCBB"), and its common stock is
currently  quoted on the OTCBB.  Since its last application for quotation on the
OTCBB  was  approved,  NPS  has not received notice from the OTCBB to the effect
that  NPS  is  not in compliance with the listing or maintenance requirements of
the  OTCBB.  NPS  is,  and  has  no  reason  to believe that it will not, in the
foreseeable  future,  continue  to  be,  in compliance with all such listing and
maintenance requirements.  The market price for NPS's common stock is arbitrary,
and  does not reflect the actual value of its common stock, and NPS expects this
to  be the case for the foreseeable future until such time, if ever, as a liquid
market  shall  develop  for  NPS's  common stock and NPS receives proper analyst
coverage.  There can be no assurance that there will ever be a liquid market for
NPS's  securities  or  that  NPS  will  ever  receive  any  analyst  coverage.

<PAGE>

     (j)  Litigation.  Other  than  as disclosed in the SEC Reports, there is no
          ----------
suit,  action,  proceeding,  investigation,  claim  or  order pending or, to the
knowledge  of NPS, threatened against NPS, or to which NPS is otherwise a party,
before  any  court,  or  before  any governmental department, commission, board,
agency,  or instrumentality; nor to the knowledge of NPS is there any reasonable
basis  for  any  such  action,  proceeding  or  investigation.

     (k)  Governmental Consents. All consents, approvals, orders, authorizations
          ---------------------
or registrations, qualifications, designations, declarations or filings with any
U.S.,  federal  or  state  governmental authority on the part of NPS required in
connection  with  the consummation of the transactions contemplated herein shall
have  been  obtained  prior  to  and  be  effective  as  of  the  Closing.

     (l)  Third  Party  Consents. All third party consents, approvals, orders or
          ----------------------
authorizations  required  to  be  obtained  by  NPS  in  connection  with  the
consummation  of  the  transactions  contemplated  herein  have  been  obtained.

     (m)     No  Disagreements  with  Accountants  and  Lawyers.  There  are  no
disagreements  of  any kind presently existing, or reasonably anticipated by NPS
to  arise, between the accountants and lawyers presently employed by NPS and NPS
is  current  with  respect  to  any  fees  owed  to its accountants and lawyers.

     (n)     Disclosure.  The  representations  and warranties and statements of
             ----------
fact  made  by  NPS  in this Agreement are accurate, correct and complete in all
material  respects and do not contain any untrue statement of a material fact or
omit  to  state  any material fact necessary in order to make the statements and
information  contained  herein  not  false  or  misleading.

     Section  3.2 Investment Representations. The Purchaser hereby represents to
the  Sellers  that:

     (a)     Purchaser  has  such  knowledge  and  experience  in  financial and
business  matters  so  as to be capable of evaluating and understanding, and has
evaluated  and  understood, the merits and risks of an investment in the Company
and  the  acquisition of securities of the Company, and Purchaser has been given
the  opportunity to (i) obtain information and to examine all documents relating
to  the  Company  and  the  Company's business, to (ii) ask questions of, and to
receive answers from, the Company concerning the Company, the Company's business
and  the  terms  and  conditions  of  an investment in the Company, and to (iii)
obtain  any  additional  information,  to  the extent the Company possesses such
information  or  could  acquire  such information without unreasonable effort or
expense,  necessary  to  verify  the  accuracy  of  any  information  previously
furnished.  All  such  questions  have  been  answered  to  Purchaser's  full
satisfaction, and all information and documents, records and books pertaining to
an  investment  in  the  Company  which  Purchaser  has requested have been made
available  to  Purchaser.

<PAGE>

     (b)     Purchaser  is  able  to  bear  the  substantial  economic  risks of
Purchaser's  investment  in  the  Company  and the purchase of securities of the
Company in that, among other factors, Purchaser can afford to hold securities of
the  Company  for  an  indefinite  period  and  can  afford  a  complete loss of
Purchaser's  investment  in  the  Company.

     (c)     No  material  adverse change in Purchaser's financial condition has
taken  place  during  the  past  twelve  (12)  months,  and  Purchaser will have
sufficient  liquidity  with  respect  to  Purchaser's  net worth for an adequate
period  of  time  to  provide  for  Purchaser's  needs  and  contingencies.

     (d)     Purchaser  is  relying  on  the  representations  and  warranties
contained herein, and on the information provided by the Sellers with respect to
an  investment  in the Company and the acquisition of securities of the Company,
and  has  neither received nor relied on any communication from the Company, the
Company's  officers or the Company's agents regarding any tax advice relating to
an  investment  in the Company and the acquisition of securities of the Company.

     (e)     Purchaser  recognizes  that  investments  in  the  Company  involve
substantial  risks in that, among other factors: (i) successful operation of the
Company depends on factors beyond the control of the Company; (ii) an investment
in the Company is a speculative investment and involves a high degree of risk of
loss;  (iii)  the  Company is engaged in an industry which is highly competitive
and  subject to substantial risks relating to rapid technological change, fierce
competition, uncertain markets and an uncertain customer base; (iv) retention of
key  employees  is  critical  to  the  Company's business; (v) the Company has a
limited  amount  of  working  capital available to it; and (vi) there will be no
public market for securities of the Company acquired by Purchaser hereunder and,
accordingly, it may not be possible to liquidate an investment in the Company in
case  of  immediate  need of funds or any other emergency, if at all.  Purchaser
has  taken  full  cognizance  of,  and  understands, such risks and has obtained
sufficient  information to evaluate the merits and risks of an investment in the
Company  and  the  acquisition  of  securities  of  the  Company.

     (f)     Purchaser  confirms  that none of the Company's officers nor any of
the  Company's  agents  have made any warranties concerning an investment in the
Company,  including,  without  limitation, any warranties concerning anticipated
financial  results,  or  the  likelihood  of  success  of the operations, of the
Company.

     (g)     Securities of the Company are acquired by Purchaser for Purchaser's
own  account,  for investment and not with a view to, or in connection with, any
public offering or distribution of the same and without any present intention to
sell  the  same  at  any  particular  event  or circumstances.  Purchaser has no
agreement  or  other arrangement with any person to sell, transfer or pledge any
part  of securities of the Company which would guarantee Purchaser any profit or
provide  any  guarantee to Purchaser against any loss with respect to securities
of  the  Company.

<PAGE>

     (h)     Purchaser  understands that no federal, state or other governmental
agency  of  the  United States or any other territory or nation has passed on or
made  any  recommendation  or  endorsement of an investment in securities of the
Company.

     (i)     Purchaser  understands that securities of the Company have not been
registered  under  the  United  States  Securities  Act of 1933, as amended (the
"Act")  or  applicable  state  or  other  securities laws, and securities of the
Company  are  offered  and sold under an exemption from registration provided by
such  laws  and  the  rules  and  regulations  thereunder;  further,  Purchaser
understands  that  the  Company is under no obligation to register securities of
the  Company  or  to  comply  with any applicable exemption under any applicable
securities  laws with respect to securities of the Company.  Purchaser must bear
the  economic  risks of an investment in the Company for an indefinite period of
time  because it is not anticipated that there will be any market for securities
of  the  Company  and  because securities of the Company cannot be resold unless
subsequently  registered under applicable securities laws or unless an exemption
from  such  registration  is  available.  Purchaser  also  understands  that the
exemption provided by Rule 144 under the Act may not be available because of the
conditions  and  limitations  of  such  Rule,  and  that  in  the absence of the
availability  of  such  Rule,  any  disposition  by  Purchaser of any portion of
securities of the Company may require compliance with some other exemption under
the  Act.

     (j)     Purchaser  has  been  informed  that  legends  referring  to  the
restrictions  indicated  herein  are  placed  on  the  certificate(s) evidencing
securities  of  the  Company  held  by  Purchaser.

     (k)     Purchaser  agrees that the foregoing representations and warranties
will  survive the sale of securities of the Company to Purchaser, as well as any
investigation  made  by  any  party  relying  on  same.

     Section  3.3  Seller  Investment  Representations.  The Sellers each hereby
represent  to  the  Purchaser,  jointly  but  not  severally,  that:

     (a)     Each  Seller  has  such  knowledge  and experience in financial and
business  matters  so  as to be capable of evaluating and understanding, and has
evaluated and understood, the merits and risks of an investment in the Purchaser
and  the  acquisition  of securities of the Purchaser, and Seller has been given
the  opportunity to (i) obtain information and to examine all documents relating
to  the Purchaser and the Purchaser's business, to (ii) ask questions of, and to
receive  answers  from,  the Purchaser concerning the Purchaser, the Purchaser's
business  and the terms and conditions of an investment in the Purchaser, and to
(iii)  obtain  any additional information, to the extent the Purchaser possesses
such  information  or could acquire such information without unreasonable effort
or  expense,  necessary  to  verify  the  accuracy of any information previously
furnished.  All such questions have been answered to Seller's full satisfaction,
and all information and documents, records and books pertaining to an investment
in  the  Purchaser  which  Shareholder has requested have been made available to
Seller.

                                       10
<PAGE>

     (b)     Each  Seller  is  able  to  bear  the substantial economic risks of
Seller's  investment  in  the  Purchaser  and  the purchase of securities of the
Purchaser  in that, among other factors, Seller can afford to hold securities of
the  Purchaser  for  an  indefinite  period  and  can  afford a complete loss of
Seller's  investment  in  the  Purchaser.

     (c)     No  material  adverse  change  in  Seller's financial condition has
taken  place during the past twelve (12) months, and Seller will have sufficient
liquidity  with  respect to Seller's net worth for an adequate period of time to
provide  for  Seller's  needs  and  contingencies.

     (d)     Each  Seller  is  relying  solely  on  Seller's own decision or the
advice of Seller's own advisor(s) with respect to an investment in the Purchaser
and the acquisition of securities of the Purchaser, and has neither received nor
relied  on any communication from the Purchaser, the Purchaser's officers or the
Purchaser's  agents regarding any legal, investment or tax advice relating to an
investment  in the Purchaser and the acquisition of securities of the Purchaser.

     (e)     Securities of the Purchaser are acquired by Seller for Seller's own
account,  for  investment  and  not  with  a view to, or in connection with, any
public offering or distribution of the same and without any present intention to
sell the same at any particular event or circumstances.  Seller has no agreement
or  other  arrangement  with  any person to sell, transfer or pledge any part of
securities  of  the Purchaser which would guarantee Seller any profit or provide
any  guarantee  to  Seller  against  any  loss with respect to securities of the
Purchaser.

     (f)     Each  Seller  understands  that  no  federal,  state  or  other
governmental  agency  of  the United States or any other territory or nation has
passed  on  or  made  any  recommendation  or  endorsement  of  an investment in
securities  of  the  Purchaser.

     (g)     Each  Seller  understands that securities of the Purchaser have not
been  registered under the United States Securities Act of 1933, as amended (the
"Act")  or  applicable  state  or  other  securities laws, and securities of the
Purchaser  are offered and sold under an exemption from registration provided by
such  laws and the rules and regulations thereunder; further, Seller understands
that  the  Purchaser  is  under  no  obligation  to  register  securities of the
Purchaser  or  to  comply  with  any  applicable  exemption under any applicable
securities  laws  with respect to securities of the Purchaser.  Seller must bear
the economic risks of an investment in the Purchaser for an indefinite period of
time  because it is not anticipated that there will be any market for securities
of the Purchaser and because securities of the Purchaser cannot be resold unless
subsequently  registered under applicable securities laws or unless an exemption
from such registration is available.  Seller also understands that the exemption
provided  by  Rule  144  under  the  Act  may  not  be  available because of the
conditions  and  limitations  of  such  Rule,  and  that  in  the absence of the
availability  of  such  Rule,  any  disposition by Shareholder of any portion of
securities  of  the  Purchaser  may require compliance with some other exemption
under  the  Act.  Notwithstanding  the foregoing, NPS agrees that it will timely
file  all required filings with the Securities and Exchange Commission such that
Rule  144  shall  at  all  times  remain  available.

                                       11
<PAGE>

     (h)     Seller  has  been  informed  that legends referring to the Rule 144
restrictions  indicated  herein  are  placed  on  the  certificate(s) evidencing
securities of the Purchaser held by Seller, and a legend referencing the lock-up
agreement  referred  to  in Article V below shall be printed on all certificates
issued  to  Ebersole.

     (i)     Seller  agrees  that  the  foregoing representations and warranties
will  survive  the sale of securities of the Purchaser to Seller, as well as any
investigation  made  by  any  party  relying  on  same.

     (j)  Each  Seller  is  an  "accredited investor" as defined in Regulation D
promulgated  under  the  Securities  Act  of  1933,  as  amended.

                                   ARTICLE IV

                            CONDITIONS TO OBLIGATIONS
                          ---------------------------

     Section  4.1 Purchaser.  The purchase of the Securities by Purchaser on the
Closing  Date is conditioned upon the satisfaction or waiver, at or prior to the
consummation  of  the  sale  of  Securities,  of  the  following  conditions:

     (a)  Truth  of  Representations  and  Warranties.  The  representations and
          -------------------------------------------
warranties  of   contained  in  this  Agreement shall be true and correct in all
material  respects  on and as of the Closing Date with the same effect as though
such  representations  and  warranties  have  been  made  on and as of such date
(except  to  the  extent  that any such representation and warranty is stated in
this  Agreement  to  be  made  as  of  a  specific  date,  in  which  case  such
representation  and  warranty  shall  be  true  and correct as of such specified
date).

     (b)  Performance  of  Agreements.  All  of  the agreements of Company to be
          ---------------------------
performed  at  or  prior  to the Closing Date pursuant to the terms hereof shall
have been duly performed in all material respects, or waived (which waiver shall
be  evidenced  by  the  occurrence  of  the  Closing).

     (c)  No  Injunction.  No court or other government body or public authority
          --------------
shall  have  issued  an  order  which  shall  then  be  in effect restraining or
prohibiting  the  completion  of  the  transactions  contemplated  hereby.

     (d)  No  Litigation.  There  shall  not  be  any action, suit or proceeding
          --------------
pending  or  threatened  that  seeks  to  (i)  make  the  consummation  of  the
transactions  contemplated  hereby  illegal  or  otherwise  restrict or prohibit
consummation  thereof or (ii) require the divestiture by Purchaser or any of its
subsidiaries  or  Affiliates  of  shares  of stock or of any business, assets or
property  of  any  of  its  subsidiaries  or  Affiliates, or impose any material
limitation  on the ability of any of them to conduct their business or to own or
exercise  control of such assets, properties or stock and which, in either case,
in  the  reasonable,  good  faith  determination  of Purchaser has a significant
likelihood  of  having  a  material  adverse  effect  on  Purchaser.

                                       12
<PAGE>

     (e)  Non-Competition.  Ebersole  will  enter  into  a three year employment
          ---------------
agreement  with  NPS,  pursuant  to which Mr. Ebersole will receive $120,000 per
year  in compensation, health benefits and an automobile allowance. In the event
Mr.  Ebersole  terminates his employment with the Company for any reason, or the
Company  terminates  Mr.  Ebersole's  employment  for  cause  (as defined in the
employment agreement), at any time prior to the fifth anniversary of the Closing
Date  (the  "Full  Vesting  Date"),  then  he  will sell to the Company, and the
Company  will  purchase  from  Mr.  Ebersole, for a purchase price of $0.001 per
share,  a  number  of  shares of common stock equal to 540,000 multiplied by the
number  of months remaining between the effective date of the termination of Mr.
Ebersole's  employment and the Full Vesting Date. The number of months remaining
shall  be  rounded  up  to  the  nearest  whole  month.

     Section 4.2  Sellers and Company.  The sale of the Securities by Sellers on
the  Closing Date is conditioned upon the satisfaction or waiver, at or prior to
the  consummation  of  the  sale  of  Securities,  of  the following conditions:

     (a)  Truth  of  Representations  and  Warranties.  The  representations and
          -------------------------------------------
warranties of Purchaser contained in this Agreement shall be true and correct in
all  material  respects  on  and  as of the Closing Date with the same effect as
though such representations and warranties have been made on and as of such date
(except  to  the  extent  that any such representation and warranty is stated in
this  Agreement  to  be  made  as  of  a  specific  date,  in  which  case  such
representation  and  warranty  shall  be  true  and correct as of such specified
date).

     (b)  Performance  of  Agreements.  All of the agreements of Purchaser to be
          ---------------------------
performed  at  or  prior  to the Closing Date pursuant to the terms hereof shall
have been duly performed in all material respects, or waived (which waiver shall
be  evidenced  by  the  occurrence  of  the  Closing).

     (c)  No  Injunction.  No court or other government body or public authority
          --------------
shall  have  issued  an  order  which  shall  then  be  in effect restraining or
prohibiting  the  completion  of  the  transactions  contemplated  hereby.

     (d)  No  Litigation.  There  shall  not  be  any action, suit or proceeding
          --------------
pending  or  threatened  that  seeks  to  (i)  make  the  consummation  of  the
transactions  contemplated  hereby  illegal  or  otherwise  restrict or prohibit
consummation  thereof or (ii) require the divestiture by Purchaser or any of its
subsidiaries  or  Affiliates  of  shares  of stock or of any business, assets or
property  of  any  of  its  subsidiaries  or  Affiliates, or impose any material
limitation  on the ability of any of them to conduct their business or to own or
exercise  control of such assets, properties or stock and which, in either case,
in  the  reasonable,  good  faith  determination  of Purchaser has a significant
likelihood  of  having  a  material  adverse  effect  on  Purchaser.

                                       13
<PAGE>

                                    ARTICLE V

                             POST-CLOSING COVENANTS
                            -----------------------

     Section 5.1  Audit.  The NPS shall, as soon as possible, commence an audit,
                  -----
with  an  independent  certified  public  accounting  firm chosen by NPS, of the
Company's 2002 and 2003 fiscal year end income statements and balance sheets, as
well  as  any  other  financial statements that are required to be filed by NPS,
within  60  days  of  the  closing  of  the  acquisition  of the Company by NPS.

     Section  5.2  Management Lockup.  Ebersole hereby agrees, for a period (the
                   -----------------
"Lock-up  Period") commencing on the Closing Date and ending on the later of (i)
the  second  anniversary  of  the  Closing Date, or (ii) the date upon which the
right  of NPS to repurchase any shares held by Ebersole terminates, not to sell,
loan, pledge, assign, transfer, encumber, distribute, grant or otherwise dispose
of,  directly  or indirectly, or offer, contract or otherwise agree to do any of
the  foregoing,  any  rights  with respect to (a) any shares of the common stock
(the "Common Stock"), of NPS, (b) any options or warrants to purchase any shares
of  Common Stock or any securities convertible into, or exchangeable for, shares
of  Common  Stock,  or  (c)  any securities convertible into or exchangeable for
shares  of Common Stock (collectively, the "Securities"), in each case now owned
or  hereafter acquired directly or indirectly by the undersigned or with respect
to  which  the  undersigned  has  or hereafter acquires the power of disposition
during  the  Lock-up  Period (collectively a "Disposition"), otherwise than as a
bona  fide gift or gifts, provided the donee or donees thereof agree to be bound
by  this  Lock-up  Agreement.  The  foregoing restriction is expressly agreed to
preclude  Ebersole  from  engaging  during  the Lock-up Period in any hedging or
other  transaction  which  is  designed to, or reasonably expected to lead to or
result  in  a  Disposition  of  the Securities, even if such Securities would be
disposed of by someone other than Ebersole.  Furthermore, Ebersole hereby agrees
and  consents  to  the  entry  of stop transfer instructions with NPS's transfer
agent  against the transfer of the Securities held by the undersigned, except in
compliance  with  this  Lock-up  Agreement,  and the placement of an appropriate
legend  on  the certificates representing the Securities.  It is understood that
the  lockup provisions in this paragraph apply to Ebersole as the leader and CEO
of  NPS, and are designed to keep Mr. Ebersole's interests aligned with those of
NPS's  shareholders,  and  to  promote  long term shareholder value.  Thus, this
provision  is  specifically agreed not to apply to any of the shares held, or to
be  held,  by the ABS Preferred Shareholders, and NPS shall at no time interfere
with,  or  otherwise  restrict,  hinder  or  delay any requested transfer of any
shares  by  any  of  the ABS Preferred Shareholders, so long as such transfer is
lawful  (which  shall  be  conclusively  established  by the delivery of a legal
opinion  at  the  request  of  NPS).  NPS  shall  complete  any  lawful transfer
requested  in writing by an ABS Preferred Holder within three business days.  In
the  event  NPS  breaches this provision, the holder of the shares that have not
been  so transferred shall be entitled to liquidated damages equal to the number
of  shares  held  by  such shareholder, multiplied by the closing price of NPS's
common  stock  on the date of the requested transfer, multiplied by two percent,
for each month or fraction of a month that such shares are not transferred after
written request by the shareholder.  This provision is personal to the Preferred
Holders,  and  shall  not  benefit  any  other  shareholder or transferee of the
Preferred  Holders.

                                       14
<PAGE>

     Section  5.3  Survival.  The  representations and warranties of Articles II
                   --------
and  III  shall  survive  the  termination of this Agreement for a period of two
years,  and  the  covenants  and  agreements  set  forth in this Article V shall
survive  indefinitely.

                                   ARTICLE VI

                                  MISCELLANEOUS
                                  -------------

     Section  6.1   Expenses.   Except  as otherwise provided in this Agreement,
                    --------
each party to this Agreement will bear its respective fees and expenses incurred
in  connection  with  the preparation, negotiation, execution and performance of
this  Agreement and the transactions contemplated herein.   If this Agreement is
terminated,  the  obligation of each party to pay its own fees and expenses will
be  subject  to any rights of such party arising from a breach of this Agreement
by  another  party.

     Section 6.2   Waiver; Remedies Cumulative.   The rights and remedies of the
                   ---------------------------
parties  to  this  Agreement  are  cumulative  and not alternative.  Neither any
failure  nor  any delay by any party in exercising any right, power or privilege
under  this Agreement or any of the documents referred to in this Agreement will
operate  as a waiver of such right, power or privilege, and no single or partial
exercise  of  any  such  right,  power  or  privilege will preclude any other or
further  exercise of such right, power or privilege or the exercise of any other
right,  power or privilege.   To the maximum extent permitted by applicable law,
(a)  no  claim  or  right  arising out of this Agreement or any of the documents
referred  to  in  this  Agreement can be discharged by one party, in whole or in
part, by a waiver or renunciation of the claim or right unless in writing signed
by  the  other  party;  (b)  no  waiver  that  may  be  given by a party will be
applicable  except  in  the  specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of  that party or of the right of the party giving such notice or demand to take
further  action  without  notice  or demand as provided in this Agreement or the
documents  referred  to  in  this  Agreement.

     Section  6.3   Entire  Agreement  and  Modification.   This  Agreement
                    ------------------------------------
supersedes  all  prior  agreements, whether written or oral, between the parties
with  respect  to  its  subject matter, and constitutes a complete and exclusive
statement  of the terms of the agreement between the parties with respect to its
subject  matter.   This Agreement may not be amended, supplemented, or otherwise
modified  except by a written agreement executed by the party to be charged with
the  amendment.

                                       15
<PAGE>

     Section 6.4   Assignments, Successors and No Third-Party Rights.   No party
                   -------------------------------------------------
may  assign  any  of  its  rights  or delegate any of its obligations under this
Agreement  without  the  prior written consent of the other parties.  Subject to
the preceding sentence, this Agreement will apply to, be binding in all respects
upon  and  inure  to  the benefit of the successors and permitted assigns of the
parties.   Nothing  expressed or referred to in this Agreement will be construed
to  give  any  Person  other  than  the  parties  to this Agreement any legal or
equitable  right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement, except such rights as shall inure to a successor or
permitted  assignee  pursuant  to  this  Section.

     Section  6.5   Severability.   If  any  provision of this Agreement is held
                    ------------
invalid  or  unenforceable  by  any  court  of competent jurisdiction, the other
provisions  of  this  Agreement  will  remain  in  full  force  and effect.  Any
provision of this Agreement held invalid or unenforceable only in part or degree
will  remain  in  full  force  and  effect  to  the  extent  not held invalid or
unenforceable.

     Section 6.6   Construction.   The headings of Articles and Sections in this
                   ------------
Agreement are provided for convenience only and will not affect its construction
or  interpretation.   All  references  to "Articles" and "Sections" refer to the
corresponding  Articles  and  Sections  of  this  Agreement.

     Section  6.7   Time of Essence.   With regard to all dates and time periods
                    ---------------
set  forth  or  referred  to  in  this  Agreement,  time  is  of  the  essence.

     Section  6.8   Notices.   All  notices,  consents,  waivers  and  other
                    -------
communications  required  or permitted by this Agreement shall be in writing and
shall  be  deemed given to a party when (a) delivered to the appropriate address
by  hand  or by nationally recognized overnight courier service (costs prepaid);
(b)  sent  by  facsimile  or  e-mail  with  confirmation  of transmission by the
transmitting  equipment,  so  long  as such facsimile or e-mail is followed by a
copy  sent  by  mail;  or  (c) received or rejected by the addressee, if sent by
certified  mail,  return  receipt requested, in the case of NPS, Ebersole or the
Company, to the principal executive office set forth in NPS's last public filing
prior  to  the  date  of such communication, or to such other address, facsimile
number, e-mail address or person as a party may designate by notice to the other
parties).

     Section  6.9 Governing Law; Consent to Jurisdiction. (a) The interpretation
                  ---------------------------------------
and  construction  of  this Agreement, and all matters relating hereto, shall be
governed by the laws of the State of California applicable to contracts made and
to  be  performed  entirely  within  the  State  of  California.

                                       16
<PAGE>

     (b)     Any  proceeding,  action,  litigation  or  claim  (a  "Proceeding")
arising  out  of  or  relating  to  this  Agreement  or  any of the transactions
contemplated  herein  may  be  brought in the courts of the State of California,
County  of  Los  Angeles,  City  of  Santa  Monica, or, if it has or can acquire
jurisdiction,  in  the  United States District Court for the Central District of
California,  and  each  of  the  parties  irrevocably  submits  to the exclusive
jurisdiction  of each such court in any such Proceeding, waives any objection it
may  now  or hereafter have to venue or to convenience of forum, agrees that all
claims  in  respect  of the Proceeding shall be heard and determined only in any
such  court and agrees not to bring any Proceeding arising out of or relating to
this  Agreement  or  any  of  the  transactions contemplated herein in any other
court.   The  parties  agree that either or both of them may file a copy of this
paragraph  with  any  court  as  written  evidence of the knowing, voluntary and
bargained  agreement  between the parties irrevocably to waive any objections to
venue or to convenience of forum.   Each party hereto hereby consents to process
being  served  in any such action or proceeding by the mailing of a copy thereof
to  the  address  set forth opposite its name below and agrees that such service
upon  receipt  shall constitute good and sufficient service of process or notice
thereof.   Nothing  in  this  paragraph  shall  affect or eliminate any right to
serve  process  in  any  other  manner  permitted  by  law.

     Section 6.10  WAIVER OF JURY TRIAL.   THE PARTIES HEREBY WAIVE ANY RIGHT TO
                   --------------------
TRIAL  BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY
OF  THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF
THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO  WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED
IN  A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.  TO THE
EXTENT  THIS  JURY  WAIVER IS NOT ENFORCEABLE, THEN ANY DISPUTE ARISING UNDER OR
RELATED  TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION CONDUCTED IN
SANTA  MONICA,  CALIFORNIA  UNDER  THE  JAMS  ARBITRATION  RULES.

     Section  6.11  Execution  of Agreement.   This Agreement may be executed in
                    -----------------------
one or more counterparts, each of which will be deemed to be an original copy of
this  Agreement  and  all  of  which,  when  taken  together,  will be deemed to
constitute one and the same agreement.  The exchange of copies of this Agreement
and  of  signature  pages  by  facsimile transmission shall constitute effective
execution  and  delivery  of this Agreement as to the parties and may be used in
lieu  of  the  original  Agreement  for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.

                            [SIGNATURE PAGE FOLLOWS]

                                       17
<PAGE>

                    [Stock Exchange Agreement signature page]
     IN  WITNESS  WHEREOF,  each  of the parties have caused this Stock Purchase
Agreement  to  be  executed  all  as  of  the  day and year first above written.

                                 THE MORPHEUS TRUST:

                                 By:
                                     -----------------
                                 Name:
NATIONAL PARKING SYSTEMS, INC.,  Title:
a Nevada corporation
                                 LIVINGSTON INVESTMENTS, LTD.:

By: /s/ Marc Ebersole
------------------------
Name: Marc Ebersole              By:
                                     -----------------
Title: CEO                       Name:
                                 Title:
ABS Holding Company, Inc.
a Nevada corporation             BURTON PARTNERS, LLC

By: /s/ Marc Ebersole            By:
------------------------         -----------------
Name: Marc Ebersole              Name:
Title: CEO                       Title:

BH Holding Company, Inc.         PICASSO, LLC
a Nevada corporation

                                 By:
                                     -----------------
By:  /s/Marc Ebersole            Name:
------------------------
Name: Marc Ebersole              Title:
Title: CEO
                                 THE GATEWAY REAL ESTATE
Marc Ebersole                    INVESTMENT TRUST:

/s/ Marc Ebersole               By:
-------------------------            -----------------
Marc Ebersole                    Name:
                                 Title:
                                 ---------------------

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