Exhibit 2.4




"CATEGORY 5 TECHNOLOGIES,  INC. AGREES TO FURNISH  SUPPLEMENTALLY  A COPY OF ANY
OMITTED SCHEDULE TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST."




                      STOCK PURCHASE AND EXCHANGE AGREEMENT
                      -------------------------------------


         THIS STOCK PURCHASE AND EXCHANGE  AGREEMENT (this  "Agreement") is made
and entered  into as of January 20, 2002 by and among  Category 5  Technologies,
Inc.,   a  Nevada   corporation   ("Category   5"),   Amathus   Holdings,   Ltd.
("Shareholder"),  the sole  shareholder of TransAxis S.A., a Swiss  corporation,
(the  "Company"),  and David Hicks  ("Hicks"),  an individual  (Shareholder  and
Hicks, together, the "Sellers").


                                    RECITALS

         WHEREAS,  the Company is engaged in the business of selling credit card
transaction processing and other e-commerce services (the "Business"); and

         WHEREAS,  the Company has entered into a License Agreement with Digital
Courier  Technologies,   Inc.,  attached  hereto  as  Exhibit  A  (the  "License
Agreement"),  pursuant to which the Company has the right to license and utilize
certain payment processing technology; and

         WHEREAS,  Shareholder owns all of the issued and outstanding  shares of
capital stock of the Company; and

         WHEREAS,  Shareholder  desires to sell to  Category  5, and  Category 5
desires to purchase from Shareholder,  all of such issued and outstanding shares
of capital  stock of the Company on the terms and  conditions  set forth  herein
(the "Acquisition").

         NOW, THEREFORE,  in consideration of the premises,  representations and
mutual   covenants   hereinafter   set  forth  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 THE SHARES

         1.1 Purchase and Sale of the Shares.  Sellers hereby agree to exchange,
sell,  transfer  and  deliver to  Category  5, and  Category 5 hereby  agrees to
purchase and acquire from Sellers, on the Closing Date (as hereinafter  defined)
all of the outstanding capital stock (the "Shares") of the Company free from any
charge, lien, encumbrance or adverse claim of any kind whatsoever.

         1.2 Consideration  for Shares.  Category 5 shall deliver at the Closing
(as hereinafter defined), in exchange and as consideration for the Shares, stock
certificates  representing in the aggregate 15,000 shares of Category 5's Common
Stock (the "Category 5 Shares"), par value $.001 per share.

                                       1
<PAGE>

         1.3 Delivery of Shares.  At the Closing,  Shareholder  shall deliver to
Category 5, in addition to those items set forth in Section 8.2, in exchange for
the Category 5 Shares,  stock certificates  representing all of the Shares, duly
endorsed in favor of Category 5 or  accompanied by stock powers duly executed in
favor of and in a form  reasonably  acceptable  to  Category  5,  free  from any
charge, lien, encumbrance or adverse claim of any kind whatsoever, together with
the minute books and stock ledger of the Company.

         1.4 Legends.  The  certificates  evidencing the Category 5 Shares shall
bear the following legend and any legends required by any state securities laws:

              "THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
              ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS.
              THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
              THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION
              UNDER THE ACT THE  AVAILABILITY  OF WHICH IS TO BE  ESTABLISHED TO
              THE REASONABLE SATISFACTION OF THE COMPANY."

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company and each of the Sellers  jointly and severally  agree with,
and represent and warrant to Category 5 as follows:

         2.1 Corporate Existence,  Good Standing and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of  incorporation.  The Company has full corporate power and
corporate  authority  to carry on its  business  as now being  conducted  and is
entitled to own,  lease or operate the property and assets now owned,  leased or
operated by it. The Company is qualified to do business, is in good standing and
has all  required and  appropriate  licenses in each  jurisdiction  in which its
failure to obtain or maintain such qualification, good standing or licensing (i)
would, individually or in the aggregate, have or reasonably could be expected to
have a material adverse effect on the assets, business,  financial condition, or
prospects of the Company (a "Material Adverse Effect"),  or (ii) would result in
a material breach of any of the other  representations,  warranties or covenants
set forth in this Agreement.  The Company has all requisite  corporate power and
corporate  authority  to enter  into this  Agreement  all other  agreements  and
documents contemplated hereby (the "Ancillary Agreements") and to consummate the
transactions  contemplated hereby and thereby.  This Agreement has been, and the
Ancillary Agreements, when executed, will be, duly executed and delivered by the
Company and each of the Sellers,  has been authorized by all necessary corporate
action of the Company and constitutes a legal,  valid and binding  obligation of
the Company and each of the Sellers, enforceable against the Company and each of
the Sellers in accordance  with its terms,  except as enforcement may be limited
by equitable principles or bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to creditors' rights generally.

                                       2
<PAGE>

         2.2  Capitalization.  The  authorized  capital  stock  of  the  Company
consists  of 100  shares of common  stock,  of which 100  shares  are issued and
outstanding  (the  "Shares").  All of the Shares have been duly  authorized  and
validly issued and are fully paid and nonassessable. All of the Shares are being
exchanged for the Category 5 Shares. There are no options, warrants,  conversion
rights,  rights  of  exchange,  or  other  rights,  plans,  agreements  or other
commitments  providing for the  purchase,  issuance or sale of any shares of the
Company's  capital stock or any securities  convertible into or exchangeable for
any shares of the Company's capital stock.

         2.3 Good and Marketable  Title To Shares.  All of the Shares are owned,
beneficially  and of record,  only by the  Sellers and are free from any charge,
lien, encumbrance or adverse claim of any kind whatsoever.  The Sellers have the
absolute and unrestricted right,  power,  authority and capacity to transfer the
Shares to Category 5 and upon the Closing,  without  exception,  Category 5 will
acquire from the Sellers legal and beneficial ownership of, good and valid title
to, and all rights to vote, the Shares, free from any charge, lien,  encumbrance
or adverse claim of any kind whatsoever.

         2.4 Subsidiaries. Except as set forth on Schedule 2.4, the Company does
not  presently  own,   directly  or  indirectly,   any  interest  in  any  other
corporation, association, joint venture or other business entity.

         2.5 Financial  Statements.  The balance sheet and related statements of
income and cash flows of the Company since inception  through  September 2, 2001
(the  "TransAxis  Financial  Statements")  have been provided to Category 5. The
internal  books and records of the Company  from which the  TransAxis  Financial
Statements  were  prepared  do not  contain  any  information  which is false or
misleading.  The TransAxis Financial  Statements (i) were prepared in accordance
with such books and records; (ii) were prepared in accordance with the Company's
accounting  policies and principles,  and are in accordance  with  international
accounting  standards ("IAS"),  applied on a consistent basis; and (iii) present
fairly the Company's  financial  position and results of operations at the dates
and for the periods reflected therein.

         2.6  Properties.  The  Company  does not own or hold  title to any real
property, nor does it lease any real property.

         2.7 Litigation. No litigation, arbitration or proceeding is pending or,
to the best knowledge of the Company,  threatened by or against the Company, its
properties  or assets,  the Shares or its  officers,  directors  or the  Sellers
before any court or any government agency, and, to the knowledge of the Company,
no facts exist which might form the basis for any such  litigation,  arbitration
or proceeding.  To the knowledge of the Company,  the Company is not the subject
of any  investigation  for violation of any laws,  regulations or administrative
orders  applicable to its businesses by any governmental  authority or any other
person.  There is no judgment,  writ, decree,  injunction,  rule or order of any
court,   governmental  department,   commission,   agency,   instrumentality  or
arbitrator  outstanding  against the Company,  its  properties  or assets or the
Shares.

         2.8 Non-Contravention.  The execution and delivery of this Agreement by
the Company and  consummation of the transactions  contemplated  hereby will not
result in or  constitute  any of the  following:  (i) a conflict,  violation  or
default with or an event that, with notice or lapse of time or both,  would be a

                                       3
<PAGE>

default,  breach, or violation of the Articles of Incorporation or Bylaws of the
Company, any contract,  lease,  license,  permit,  promissory note,  conditional
sales  contract,  commitment,  indenture,  mortgage,  deed of  trust,  or  other
agreement, instrument or arrangement to which the Company is a party or by which
the Company or its assets are bound;  (ii) an event that would  permit any party
to terminate any  agreement or  instrument  or to accelerate  the maturity of or
permit the subordination of any indebtedness or other obligation of the Company;
(iii) the creation or imposition of any lien,  charge,  or encumbrance on any of
the assets of the Company;  or (iv)  conflict with or result in the violation or
breach of any law,  rule or  regulation of any  governmental  authority,  or any
judgment, order, injunction or decree applicable to the Company or its assets.

         2.9 Absence of Certain  Changes.  Except as set forth in Schedule  2.9,
since September 30, 2001, there has not been:

              (a) Any Material Adverse Effect;

              (b) Any indebtedness  incurred by the Company,  except such as may
         have been incurred or entered into in the ordinary course of business;

              (c) Any loan made or agreed to be made by the Company, nor has the
         Company  become liable or agreed to become  liable as a guarantor  with
         respect to any loan;

              (d) Any waiver or compromise by the Company of any right or rights
         in the License Agreement;

              (e) Any sale, assignment,  or transfer of any intangible assets of
         material value,  including the License  Agreement,  other than licenses
         granted in the ordinary course of business;

              (f) Any  purchase  or other  acquisition  of, or any sale,  lease,
         disposition  of,  mortgage,   pledge  or  subjection  to  any  lien  or
         encumbrance on, any material property or asset, tangible or intangible,
         of the Company or any agreement to do any of the foregoing;

              (g) Any actual or threatened amendment, termination or loss of (i)
         any material contract,  license or other agreement to which the Company
         is a party, including the License Agreement; or (ii) any certificate or
         other authorization required for the continued operation by the Company
         of any material portion of any of its business;

         2.10 Employees.  The Company has complied in all material respects with
all applicable  laws,  rules and regulations  relating to employment,  including
those  relating  to wages,  hours,  collective  bargaining  and the  payment and
withholding  of taxes and other sums as  required  by  appropriate  governmental
authorities.

         2.11 Compliance with Law; Consents.  The business and operations of the
Company have been and are being  conducted in compliance  with all laws,  rules,
regulations and licensing requirements  applicable thereto, except where failure

                                       4
<PAGE>

to be so in compliance would not have a Material Adverse Effect.  The Company is
unaware of any facts  which  might form the basis for a claim that any  material
violation of such laws exists. No consent,  approval, order or authorization of,
or  registration,  qualification,  designation,  declaration or filing with, any
federal, state or local governmental authority or any third party on the part of
the  Company or the  Sellers  is  required  in  connection  with the  execution,
delivery and  performance by the Company or the Sellers of this  Agreement,  the
consummation of the transactions  contemplated  hereby or Category 5's operation
of the business of the Company following the Closing Date.

         2.12 Contracts and Other Agreements.  The License Agreement is the only
material contract or agreement to which the Company is a party or by or to which
it or its assets or properties are bound or subject..  The License  Agreement is
valid,  existing, in full force and effect, binding upon the Company, and to the
best  knowledge  of the  Company,  binding  upon  the  other  party  thereto  in
accordance  with its terms,  and the Company is not in default under the License
Agreement,  nor, to the best knowledge of the Company, is any other party to any
such contract or other agreement in default  thereunder,  nor does any condition
exist  that with  notice  or lapse of time or both  would  constitute  a default
thereunder, except such defaults as would not, individually or in the aggregate,
have a material adverse effect on the Business of Company.

         2.13 No Termination of Business  Relationship.  Neither DCTI nor any of
its officers, directors, employees, agents or affiliates has given notice of any
intention to cancel or otherwise  terminate the License  Agreement or a material
business  relationship  with the Company and the Company has no knowledge of any
event (including,  without  limitation,  the transactions  contemplated  hereby)
which would  precipitate the cancellation or termination of, or entitle any such
entity or customer to terminate, such a material business relationship.

         2.14 Consents of Non-Governmental Third Parties. No consent,  waiver or
approval of any  non-governmental  third party is necessary for the consummation
by the Sellers and the Company of the transactions contemplated hereby.

         2.15  Intellectual  Property Rights.  To the Company's best knowledge ,
the Company possesses all licenses and rights  (collectively,  the "Intellectual
Property")  necessary for its business without any conflict with or infringement
of the valid  rights  of  others  and the lack of which  could  have a  Material
Adverse Effect, and the Company has not received any notice of infringement upon
or conflict with the asserted rights of others. All Intellectual  Property which
is licensed to the Company by others are  identified in Schedule  2.15,  and all
such licenses will  continue in full force and effect upon the  consummation  of
the transactions  contemplated  hereby. The Company is not aware that any of its
employees is  obligated  under any contract  (including  licenses,  covenants or
commitments  of any  nature) or other  agreement,  or  subject to any  judgment,
decree or order of any court or administrative agency, that would interfere with
the use of his or her best  efforts to promote the  interests  of the Company or
that would conflict with the Company's business.

         2.16  No  Undisclosed  Liabilities.  The  Company  does  not  have  any
liabilities,  obligations  or  commitments  of any  nature  (absolute,  accrued,
contingent or otherwise) matured or unmatured ("Liabilities"). .

                                       5
<PAGE>

         2.17  Representations   Complete.   None  of  the  representations  and
warranties made by the Sellers or the Company herein,  nor any statement made in
any  Exhibit,  Schedule or  certificate  furnished  pursuant to this  Agreement,
contains or will  contain any untrue  statement of a material  fact,  or omit to
state any material fact required to be stated therein,  or necessary in order to
make the statements  made, in light of the  circumstances  under which they were
made, not misleading.

         2.18  Broker's and Finder's  Fees.  Neither the Company nor the Sellers
has  incurred,  nor will it incur,  directly or  indirectly,  any  liability for
brokerage  or finder's  fees or agents'  commissions  or any similar  charges in
connection with this Agreement or any transaction contemplated hereby.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         Each of the Sellers agree with, and represent and warrant to Category 5
as follows:

         3.1 Good and Marketable Title to Shares. The Sellers have and will have
on the Closing Date,  full right,  power,  and  authority to sell,  transfer and
deliver the Shares as provided in this Agreement.

         3.2 Purchase  Entirely for Own Account.  Each Seller  understands  that
Category 5 is entering  into this  Agreement  with each Seller in reliance  upon
such Seller's  representation to Category 5, which by such Seller's execution of
this  Agreement  such Seller hereby  confirms,  that the Category 5 Shares to be
received by such Seller, (for purposes of Article III, the "Securities") will be
acquired for  investment  for such  Seller's  own  account,  not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof,
and  that  such  Seller  has no  present  intention  of  selling,  granting  any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement,  each Seller  further  represents  that such Seller does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or grant  participation  to such person or to any third  person,  with
respect to any of the Securities.  Each Seller represents that it has full power
and authority to enter into this Agreement.

         3.3  Disclosure  of  Information.  Each  Seller  believes  that  it has
received all the information it considers  necessary or appropriate for deciding
whether to purchase the Securities.  Each Seller further  represents that it has
had an  opportunity  to ask  questions  and  receive  answers  from  Category  5
regarding  Category  5 and  its  business  and  operations  and  the  terms  and
conditions of the offering of the Securities.

         3.4 Investment Experience.  Each Seller acknowledges that it is able to
fend for  itself,  can bear the  economic  risk of its  investment  and has such
knowledge and experience in financial or business  matters that it is capable of
evaluating the merits and risks of the investment in the Securities.

         3.5 Restricted Securities.  Each Seller understands that the Category 5
Shares it is purchasing are  characterized as "restricted  securities" under the
United States  securities laws inasmuch as they are being acquired from Category
5 in a transaction  not involving a public offering and that under such laws and

                                       6
<PAGE>

applicable  regulations such securities may be resold without registration under
the  Securities  Act of 1933,  as amended (the "Act"),  only in certain  limited
circumstances.  In this connection,  each Seller  represents that it is familiar
with Rule 144 promulgated  under the Act, as now in effect,  and understands the
resale  limitations  imposed  thereby and by the Act. Each Selling Seller agrees
that it will (i) not sell,  assign or transfer  any of the  Category 5 Shares to
anyone other than  Category 5 or to a  transferee  who has agreed to be bound by
the Exchange  Agreement,  (ii) not make any disposition of all or any portion of
the  Category  5  Shares  unless  such  disposition  is in  compliance  with all
applicable  federal  and state  securities  law,  and (iii)  not,  to the extent
requested by an underwriter of common stock (or other  securities) of Category 5
during a two-year period  following the Closing,  sell or otherwise  transfer or
dispose of any such securities during a reasonable and customary period of time,
as agreed to by Category 5 and the underwriters.

         3.6 Foreign  Investor.  If such Seller is not a United  States  person,
such  Seller  hereby  represents  that it has  satisfied  itself  as to the full
observance of the laws of its  jurisdiction in connection with any invitation to
subscribe  for the  Securities or any use of this  Agreement,  including (i) the
legal  requirements  within its jurisdiction for the purchase of the Securities,
(ii) any foreign exchange  restrictions  applicable to such purchase,  (iii) any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax  consequences,  if any,  that may be relevant to the purchase,
holding,  redemption,  sale  or  transfer  of the  Securities.  Such  Investor's
subscription  and payment for,  and its  continued  beneficial  ownership of the
Securities,  will not violate  any  applicable  securities  or other laws of its
jurisdiction.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF CATEGORY 5

         Category 5 represents and warrants to the Sellers and the Company that:

         4.1 Corporate  Existence,  Good Standing and Authority.  Category 5 has
been duly  incorporated  and is validly  existing and in good standing under the
laws of the State of Delaware. Category 5 has full corporate power and authority
to enter  into,  deliver,  perform  its  obligations  under  and  carry out this
Agreement and the Ancillary  Agreements to which it is a party.  This  Agreement
constitutes,  and all agreements and Ancillary Agreements will constitute, valid
and legally  binding  obligations of Category 5 enforceable  in accordance  with
their terms, subject as to enforcement to bankruptcy, insolvency, reorganization
and other laws of general  applicability  relating  to or  affecting  creditors'
rights and to general equity principles.

         4.2  Category 5 Shares  Fully Paid and  Non-Assessable.  The Category 5
Shares  deliverable  pursuant to Section 1.2 when issued and delivered as herein
provided,  will be validly  issued and  outstanding  shares of Category 5 Common
Stock, fully paid and non-assessable, free and clear of all liens, encumbrances,
restrictions and claims of every kind.

         4.3 Consents and Approvals.  Except as otherwise  described  herein, no
consent,  approval,  authorization,  order,  registration or qualification of or
with any court or any  regulatory  authority or any other  governmental  body is
required for the consummation by Category 5 of the transactions  contemplated by
this Agreement.

                                       7
<PAGE>

         4.4 Financial Statements. The consolidated audited financial statements
of Category 5 and its  subsidiaries  as filed with the  Securities  and Exchange
Commission  (the  "SEC")  on Form 10K on  October  4, (the  "Category  5 Audited
Financial  Statements") and the unaudited  consolidated  financial statements of
Category  5 and its  subsidiaries  as filed with the SEC on Form 10-Q on October
29, 1999 (the "Category 5 Unaudited Financial  Statements") comply as to form in
all  material  respects  with  applicable   accounting   requirements  and  with
applicable rules and regulations of the Securities and Exchange Commission.  The
Category 5 Audited Financial  Statements and the Category 5 Unaudited  Financial
Statements (i) were prepared in accordance  with Category 5's internal books and
records;  (ii) were prepared in accordance with Category 5's accounting policies
and  principles,  and  are in  accordance  with  generally  accepted  accounting
principles  ("GAAP"),  applied on a consistent  basis;  and (iii) present fairly
Category 5's  financial  position and results of operations at the dates for the
periods reflected therein.

         4.5   Representations   Complete.   None  of  the  representations  and
warranties  made by Category 5 herein,  nor any  statement  made in any Exhibit,
Schedule or certificate  furnished pursuant to this Agreement,  contains or will
contain any untrue  statement of a material  fact, or omit to state any material
fact required to be stated therein, or necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.

         4.6 Broker's and Finder's Fees.  Category 5 has not incurred,  nor will
it incur,  directly or indirectly,  any liability for brokerage or finder's fees
or agents'  commissions or any similar charges in connection with this Agreement
or any transaction contemplated hereby.

                                    ARTICLE V
                                    COVENANTS

         5.1 Best Efforts.  Each of Category 5, the Company and the Sellers will
use its best efforts to perform and fulfill all obligations on their  respective
parts to be performed and fulfilled under this  Agreement,  and to cause all the
conditions  precedent  to the  consummation  of the  transactions  to be  timely
satisfied, to the end that the transactions contemplated by this Agreement shall
be effected  substantially in accordance with its terms. Each of Category 5, the
Company and the Sellers shall each cooperate with Category 5 in such actions and
in securing  requisite  approvals  and shall  deliver such further  documents as
Category 5 may reasonably request as necessary to evidence such transactions.

         5.2 Employee Matters. Category 5 shall enter into employment agreements
with such  employees as are  determined in good faith by the parties  hereto(the
"Employment  Agreements"),  substantially in the form attached hereto as Exhibit
B.


                                       8
<PAGE>


                                   ARTICLE VI
                             CONDITIONS PRECEDENT TO
                            OBLIGATIONS OF CATEGORY 5

         The   obligation   of  Category  5  to  consummate   the   transactions
contemplated by this Agreement is subject to the satisfaction,  at or before the
Closing, of all the following  conditions,  unless waived in writing by Category
5:

         6.1   Certificates   for  Shares.   Category  5  shall  have   received
certificates  for the  Shares,  which  shall  constitute  all of the  issued and
outstanding capital stock of the Company.

         6.2  Representations  and  Warranties  True.  All  representations  and
warranties of the Company and the Sellers in this Agreement or the Schedules and
Exhibits  hereto,  or in any  written  statement  or  certificate  that shall be
delivered  to  Category 5 by the Company or the  Sellers  under this  Agreement,
shall be true and correct on and as of the  Closing  Date as if made on the date
thereof.

         6.3  Covenants  Performed.  The  Company  and the  Sellers  shall  have
performed,   satisfied,  and  complied  with  all  covenants,   agreements,  and
conditions  required by this  Agreement to be performed or complied  with by the
Company and the Sellers on or before the Closing Date.

         6.4  Certificate.  Category 5 shall have  received from the Company and
the Sellers a certificate, dated the Closing Date, certifying, in such detail as
Category 5 and its counsel may reasonably request, that the conditions specified
in this Article VII have been satisfied.

         6.5 Opinion of Counsel for the Company.  Category 5 shall have received
an opinion from counsel for the Company,  dated the Closing Date,  substantially
in the form attached hereto as Exhibit C (the "Seller's Counsel Opinion").

         6.6 No Material  Adverse  Effect.  During the period from September 30,
2001 to the Closing, there shall not have been any Material Adverse Effect.

         6.7 Proceedings and Documents.  All corporate and other  proceedings in
connection  with the  transactions  contemplated  hereby and all  documents  and
instruments  incident  to  such  transactions  shall  be in form  and  substance
reasonably satisfactory to Category 5 and its counsel, and Category 5 shall have
received  all such  counterpart  originals  or certified or other copies of such
documents as it may reasonably request.

         6.8 Schedules. The Company shall have completed and attached hereto all
Schedules  required by this  Agreement,  and all such Schedules  shall have been
acceptable to Category 5, in its sole discretion.

                                       9
<PAGE>

                                  ARTICLE VII
                             CONDITIONS PRECEDENT TO
                   OBLIGATIONS OF THE COMPANY AND THE SELLERS

         The  obligation  of the  Company  and the  Sellers  to  consummate  the
transactions  contemplated by this Agreement is subject to the satisfaction,  at
or before the Closing, of all the following conditions, unless waived in writing
by the Company and the Sellers:

         7.1  Representations  and  Warranties  True.  All  representations  and
warranties by Category 5 in this Agreement or the Schedules and Exhibits hereto,
or in any  written  statement  or  certificate  that shall be  delivered  to the
Company  by  Category  5 under  this  Agreement  shall  be true on and as of the
Closing as though such  representations  and  warranties  were made on and as of
that date,  and a duly  authorized  Category 5 officer  shall have  delivered  a
certificate, dated the Closing Date, to the Company so certifying.

         7.2 Covenants  Performed.  Category 5 shall have performed,  satisfied,
and complied with all covenants,  agreements,  and  conditions  required by this
Agreement  to be  performed  or  complied  with by  Category  5 on or before the
Closing,  and a duly  authorized  Category  5 officer  shall  have  delivered  a
certificate, dated the Closing Date, to the Company so certifying.

         7.3  Delivery  of  Documents.  The  Company  shall  have  received  all
documents and other items to be delivered by Category 5 under Section 9.3.

         7.4 No Material Adverse Change.  During the period from the date hereof
to the  Closing,  there shall not have been any material  adverse  change in the
condition (financial or other),  liabilities,  business or prospects of Category
5. The  Company  shall have  received a  certificate  from  Category 5 dated the
Closing Date to the foregoing effect.

         7.5 Required Consents.  All consents,  approvals and waivers from third
parties  and   governmental   authorities   necessary  to  the  transactions  as
contemplated hereby shall have been obtained.

                                  ARTICLE VIII
                                     CLOSING

         8.1 Time and Place.  The purchase and sale of the Shares hereunder (the
"Closing")  shall  occur at such time and date to which the parties may agree in
writing (the "Closing Date").

         8.2 Deliveries of the Company. At the Closing, the Company will execute
and deliver or cause to be executed and delivered to Category 5:

              (a) Stock  Certificates.  Certificates  representing  the  Shares,
         endorsed  over to  Category 5 or  accompanied  by duly  executed  stock
         powers;

                                       10
<PAGE>

              (b)  Corporate  Documents.  The Articles of  Incorporation  of the
         Company,  certified by the appropriate government agency as of a recent
         date and the Bylaws of the Company,  certified by the  secretary of the
         Company as in effect at the Closing;

              (c)  Certificate of Good Standing.  Certificates of Good Standing,
         dated as of a recent date,  with respect to the Company,  issued by the
         appropriate authority of each jurisdiction listed in Schedule 8.2(c);

              (d)  Resolutions.  A copy  of the  resolutions  of  the  Board  of
         Directors of the Company,  certified by the secretary of the Company as
         having  been  duly and  validly  adopted  and  being in full  force and
         effect,  authorizing  execution  and  delivery  of this  Agreement  and
         performance of the transactions contemplated hereby by the Company;

              (e) Books and Records.  All of the minute books, stock ledgers and
         similar corporate records of the Company;

              (f) Opinion of Counsel. The Seller's Counsel Opinion;

              (g) Company's  Certificate.  A certificate  from Company dated the
         Closing Date,  containing the information  required pursuant to Section
         7.4;

              (h) Other  Documents.  Such other  documents  and  instruments  as
         Category 5 or its counsel reasonably shall deem necessary to consummate
         the transactions contemplated hereby.

         All  documents  delivered to Category 5 shall be in form and  substance
reasonably satisfactory to Category 5 and its counsel.

         8.3  Deliveries of Category 5. At the Closing,  Category 5 will execute
and deliver or cause to be executed and delivered to the Company  simultaneously
with delivery of the items referred to in Section 9.2 above:

              (a) Payment of the Consideration. The Category 5 Shares;

              (b) Other  Documents.  Such other  documents  and  instruments  as
         Category 5 or its counsel reasonably shall deem necessary to consummate
         the transactions contemplated hereby.

                                   ARTICLE IX
               OBLIGATIONS OF SELLERS AND CATEGORY 5 AFTER CLOSING

         9.1  Indemnification  by the Sellers.  The Sellers shall  indemnify and
hold harmless  Category 5 and its  respective  officers,  directors,  employees,
successors and assigns in respect of any and all claims, actions, suits or other
proceedings  and  any and  all  losses,  costs,  expenses,  liabilities,  fines,
penalties,  interest,  and  damages,  whether or not  arising  out of any claim,
action,  suit  or  other  proceeding  (and  including   reasonable  counsel  and
accountants'  fees and expenses and all other  reasonable  costs and expenses of
investigation,  defense or settlement of claims and amounts paid in  settlement)

                                       11
<PAGE>

incurred  by,  imposed  on or  borne  by  Category  5  (collectively  "Damages")
resulting from:

              (a) The breach of any of the representations or warranties made by
         the Company or the Sellers in this Agreement;

              (b) The breach or the failure of performance by the Company or the
         Sellers of any of the covenants that they are to perform hereunder;

              (c) The payment of any taxes (including interest and penalties) of
         any kind or nature imposed, whether before or after the Closing, by any
         government  or  subdivision  thereof  upon  the  business,   assets  or
         employees  or  independent  contractors  of the  Company  or  otherwise
         resulting from or relating to the  respective  businesses or operations
         of the Company prior to the Closing or any of its  properties or assets
         as they  existed  as of or any time prior to the  Closing  Date and the
         transactions contemplated by this Agreement;

              (d) All  employment-related  claims and causes of action,  and all
         other claims and causes of actions, that have arisen or arise out of in
         connection  with  the  operations  of the  businesses  of  the  Company
         conducted  prior  to  the  Closing  (whether  asserted,  discovered  or
         established before or after the Closing).

         Damages  shall  exclude any amount with respect to which  Category 5 or
the Company as the case may be shall have received  under any  insurance  policy
which provides coverage for the liability to which such amount relates.

         9.2  Indemnification by Category 5. Category 5 shall indemnify and hold
harmless the Sellers, in respect of any and all claims, losses, costs, expenses,
liabilities,  fines,  penalties,  interest,  and damages  (including  reasonable
counsel and  accountants'  fees and expenses and all other  reasonable costs and
expenses of  investigation,  defense or settlement of claims and amounts paid in
settlement) incurred by, imposed on or borne by the Sellers resulting from:

              (a) The breach of any of the representations or warranties made by
         Category 5 in this Agreement; or

              (b) The breach or the failure of  performance by Category 5 of any
         of the covenants that it is to perform hereunder.

         9.3  Indemnification  Procedure  for Claims.  Whenever  any claim shall
arise for indemnification  hereunder, the party entitled to indemnification (the
"indemnified  party")  shall  promptly  notify the other  party or parties  (the
"indemnifying  party") of the claim and, when known, the facts  constituting the
basis for such claim;  provided,  that the  indemnified  party's failure to give
such  notice  shall not affect any rights or remedies  of an  indemnified  party
hereunder with respect to indemnification  for damages except to the extent that
the indemnifying  party is materially  prejudiced  thereby.  In the event of any
claim for  indemnification  hereunder  resulting from or in connection  with any
claim or legal  proceedings  by a third  party,  the notice to the  indemnifying
party shall  specify,  if known,  the amount or an estimate of the amount of the
liability  arising  therefrom.   The  indemnified  party  shall  not  settle  or
compromise   any  claim  by  a  third   party  for  which  it  is   entitled  to
indemnification hereunder, without the prior written consent of the indemnifying

                                       12
<PAGE>

party (which  shall not be  unreasonably  withheld)  unless suit shall have been
instituted against it and the indemnifying party shall not have taken control of
such suit after notification thereof as provided in Section 13.8 this Agreement.

         9.4 Manner of Indemnification.  All indemnification  hereunder shall be
effected by payment of cash or delivery of a certified or official bank check to
the indemnified party.

                                   ARTICLE X
                               GENERAL PROVISIONS

         10.1 Survival.  The  representations  and warranties of the Company and
the  Sellers  set  forth in this  Agreement  or in any  instrument  or  document
furnished   in   connection   herewith   shall   survive  the  Closing  and  all
representations and warranties set forth herein or in any instrument or document
furnished in  connection  herewith will expire on the third  anniversary  of the
Closing Date. No claim or action for indemnity for breach of any  representation
or warranty  shall be  asserted  or  maintained  by any party  hereto  after the
expiration of such representation or warranty pursuant to the provisions of this
Section  10.1 except for claims  made in writing  prior to such  expiration  and
actions (whether  instituted before or after such expiration) based on any claim
made in writing  prior to such  expiration.  Each  party  hereto may rely on the
representations and warranties made by the other parties hereto  notwithstanding
any investigation of the facts constituting the basis of the representations and
warranties of any party by any other party hereto.

         10.2 Further  Assurances.  At the request of any of the parties hereto,
and without  further  consideration,  the other  parties  agree to execute  such
documents  and  instruments  and to do such  further acts as may be necessary or
desirable to effectuate the transactions contemplated hereby.

         10.3 Each Party to Bear Own Costs.  Each of the  parties  shall pay all
costs and expenses incurred or to be incurred by it in negotiating and preparing
this Agreement and in closing and carrying out the transactions  contemplated by
this Agreement.

         10.4  Headings.  The subject  headings of the  Articles and Sections of
this  Agreement  are included for purposes of  convenience  only,  and shall not
affect the construction or interpretation of any of its provisions.

         10.5 Entire  Agreement;  Waivers.  This  Agreement and the Exhibits and
Schedules hereto constitute the entire agreement between the parties  pertaining
to the contemporaneous  agreements,  representations,  and understandings of the
parties.  No supplement,  modification,  or amendment of this Agreement shall be
binding  unless  executed  in  writing by all  parties.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall  constitute,  a waiver of
any other provision,  whether or not similar,  nor shall any waiver constitute a
continuing  waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

                                       13
<PAGE>

         10.6 Third  Parties.  Nothing  in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge  the  obligation or liability of any third person to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation or action over against any party to this Agreement.

         10.7  Successors and Assigns.  This Agreement  shall not be assigned by
the  Company or the  Sellers  without  the  written  consent of Category 5. This
Agreement shall be binding on, and shall inure to the benefit of, the parties to
it and their respective heirs, legal representatives, successors, and assigns.

         10.8 Notices. All notices, requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given  when  so  delivered  in  person,  by  overnight  courier,   by  facsimile
transmission  (with receipt confirmed by telephone or by automatic  transmission
report) or two business days after being sent by  registered  or certified  mail
(postage prepaid, return receipt requested) as follows:

         To the Company at:          TransAxis, S.A.
                                     C/o Pestalozzi Lachenal Patry
                                     3, place du Molard
                                     1204 Geneva
                                     Switzerland


         To the Sellers:             David Hicks



         To Category 5 at:           Category 5 Technologies, Inc.
                                     4505 S. Wasatch Blvd., Suite 307
                                     Salt Lake City, Utah  84124
                                     Fax:  801-424-2992

         Any party may change its address  for  purposes  of this  paragraph  by
giving  notice of the new address to each of the other parties in the manner set
forth above.

         10.9 Intentionally Left Blank.

         10.10  Attorneys'  Fees. If any party to this Agreement shall bring any
action,  suit,  counterclaim  or  appeal  for  any  relief  against  the  other,
declaratory  or  otherwise,  to enforce  the terms  hereof or to declare  rights
hereunder (collectively, an "Action"), the Prevailing Party shall be entitled to
recover as part of any such  Action its  reasonable  attorneys'  fees and costs,
including any fees and costs  incurred in bringing and  prosecuting  such Action
and/or  enforcing any order,  judgment,  ruling or award granted as part of such

                                       14
<PAGE>

Action.  "Prevailing  party" within the meaning of this Section 13.10  includes,
without  limitation,  a party who  agrees to  dismiss  an Action  upon the other
party's  payment of all or a portion of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

         10.11  Governing Law. The terms of this Agreement  shall be governed by
the laws of the State of Utah  applicable  to  agreements  entered  into,  to be
wholly performed in and among residents exclusively of, Utah.

         10.12 Consent to Jurisdiction  and Forum  Selection.  The parties agree
that all actions or proceedings  arising in connection with this Agreement shall
be tried and litigated  exclusively  in the State and Federal  courts located in
Utah.  The  aforementioned  choice of venue is  intended  by the  parties  to be
mandatory and not permissive in nature,  thereby  precluding the  possibility of
litigation  between the parties with respect to or arising out of this Agreement
in any jurisdiction  other than that specified in this Section 13.12. Each party
hereby  waives  any  right it may  have to  assert  the  doctrine  of forum  non
conveniens  or  similar  doctrine  or to object  to venue  with  respect  to any
proceeding  brought in accordance with this  paragraph,  and stipulates that the
State and Federal courts located in Utah shall have in personam jurisdiction and
venue over each of them for the purposes of litigating any dispute,  controversy
or  proceeding  arising out of or related to this  Agreement.  Each party hereby
authorizes and accepts service of process  sufficient for personal  jurisdiction
in any action against it as  contemplated by this Section 13.11 by registered or
certified mail, return receipt  requested,  postage prepaid,  to its address for
the giving of notices as set forth in this Agreement, or in the manner set forth
in Section 13.8 of this  Agreement for the giving of notice.  Any final judgment
rendered  against a party in any action or proceeding  shall be conclusive as to
the subject of such final judgment and may be enforced in other jurisdictions in
any manner provided by law.

         10.13  Counterparts.  This  Agreement  may be  executed  in two or more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.

         10.14 Severability.  All provisions  contained herein are severable and
in the  event  that any of them  shall be held to be to any  extent  invalid  or
otherwise unenforceable by any court of competent  jurisdiction,  such provision
shall be  construed as if it were  written so as to  effectuate  to the greatest
possible extent the parties'  expressed intent;  and in every case the remainder
of this  Agreement  shall not be  affected  thereby and shall  remain  valid and
enforceable, as if such affected provision were not contained herein.

         10.15  Publicity.  The parties shall  cooperate  with each other in the
development and  distribution of all news releases and other public  disclosures
relating to the  transactions  contemplated  hereby.  None of the parties  shall
issue  or  make,  or  cause  to have  issued  or  made,  any  press  release  or
announcement concerning the transactions contemplated hereby without the advance
approval  in writing  of the form and  substance  thereof by the other  parties,
unless otherwise required by applicable law.

                                       15
<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Stock
Purchase and Exchange Agreement as of the date first above written.

                                                  TRANSAXIS S.A.

                                                  By:
                                                  ------------------------------
                                                  Name:
                                                  ------------------------------
                                                  Title:
                                                  ------------------------------



                                                  CATEGORY 5 TECHNOLOGIES, INC.

                                                  By:
                                                  ------------------------------
                                                  Name:
                                                  ------------------------------
                                                  Title:
                                                  ------------------------------

                                                  SELLERS



                                                  ------------------------------
                                                  Amathus Holdings



                                       16
<PAGE>