STOCK PURCHASE AGREEMENT

                                     BETWEEN

                                    A21, INC.

                                       AND

                                CERTAIN INVESTORS
                           (AS LISTED ON SECHEDULE A)

                                      DATED

                                 JANUARY 2, 2004





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                            STOCK PURCHASE AGREEMENT



      This STOCK PURCHASE  AGREEMENT (the  "AGREEMENT") is made and entered into
as of 2nd day of January,  2004 by and among A21, INC., a corporation  organized
and existing under the laws of the State of Texas ("A21" or the "COMPANY"),  and
certain  investors,  (hereinafter  referred to  collectively  as  "INVESTOR"  or
"INVESTORS")  as listed on Schedule A herein  (each  agreement  with an Investor
being deemed a separate and independent  agreement  between the Company and such
Investor).

                             PRELIMINARY STATEMENT:



      WHEREAS, the Investors wish to purchase, upon the terms and subject to the
conditions  of this  Agreement,  a minimum of Two Million  Six Hundred  Thousand
Dollars  ($2,600,000)  ("MINIMUM")  and a maximum of Three  Million  Six Hundred
Thousand  Dollars  ($3,600,000)  ("MAXIMUM")  of the Common Stock of the Company
with the right if at the  Minimum  upon the  purchase of each four (4) shares of
Common Stock, to receive one (1) non-callable common stock purchase warrant, two
(2) common  stock  purchase  warrants  that are callable for a period of one (1)
year from Closing and one and six-tenths  (1.6) common stock  purchase  warrants
that are  callable for a period of  twenty-eight  (28) months with the number of
purchase  warrants  across all  warrant  classes  increasing  above Two  Million
Dollars   ($2,000,000)  as  represented  in  Schedules  A-1,  A-2  and  A-3  and
interpolated  for  amounts in  between  (each  four  shares of Common  Stock and
corresponding stock purchase warrants are referred to herein as a "UNIT"); and

      WHEREAS,  the parties intend to memorialize  the purchase and sale of such
Units;

      NOW,  THEREFORE,  in  consideration  of the mutual  covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:


                                    ARTICLE I


             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS

1.1  Incorporation  by  Reference.  The foregoing  recitals,  Schedule A and the
Exhibits attached hereto and referred to herein,  are hereby  acknowledged to be
true and accurate, and are incorporated herein by this reference.

1.2 Superseder.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 1 OF 28


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1.3  Certain  Definitions.   For  purposes  of  this  Agreement,  the  following
capitalized terms shall have the following  meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

      1.3.1 "1933 ACT" means the Securities Act of 1933, as amended.

      1.3.2 "1934 ACT" means the Securities Exchange Act of 1934, as amended.


      1.3.3  "AFFILIATE"  means a Person  or  Persons  directly  or  indirectly,
through one or more intermediaries,  controlling,  controlled by or under common
control  with the  Person(s)  in question.  The term  "control,"  as used in the
immediately  preceding  sentence,  means,  with  respect  to a Person  that is a
corporation,  the right to the exercise, directly or indirectly, of more than 50
percent  of the voting  rights  attributable  to the  shares of such  controlled
corporation  and,  with  respect  to a  Person  that is not a  corporation,  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management or policies of such controlled Person.

      1.3.4 "ARTICLES". The Articles of Organization of the Company, as the same
may be amended from time to time.

      1.3.5  "CLOSING  DATE" means the earlier of January 2, 2004 or upon all of
the  conditions  of Article  VIII and  Article IX herein are  satisfied,  unless
extended by the Company in its sole discretion until January 31, 2004.

      1.3.6 "COMMON  STOCK" means the shares of common stock of a21,  Inc.,  par
value $0.001 per share.

      1.3.7 "EFFECTIVE  DATE" shall mean the date the Registration  Statement of
the  Company  covering  the  Shares  being  subscribed  for  hereby is  declared
effective.

      1.3.8  "MATERIAL  ADVERSE  EFFECT"  shall mean any  adverse  effect on the
business,  operations,  properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole and/or any condition,  circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material  obligations  under this  Agreement or the  Registration  Rights
Agreement or to perform its obligations under any other material agreement.

      1.3.9 "TEXAS ACT" means the Texas revised Statutes, as amended.

      1.3.10 "PERSON" means an individual,  partnership, firm, limited liability
company,  trust,  joint venture,  association,  corporation,  or any other legal
entity.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 2 OF 28


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      1.3.11 "PURCHASE PRICE" means the purchase price for the Units.


      1.3.12  REGISTRATION  RIGHTS AGREEMENT" shall mean the registration rights
agreement between the Investors and the Company attached hereto as Exhibit B.

      1.3.13  "REGISTRATION  STATEMENT"  shall mean the  registration  statement
under the 1933 Act to be filed with the Securities  and Exchange  Commission for
the  registration of the Shares pursuant to the  Registration  Rights  Agreement
attached hereto as Exhibit B.

      1.3.14 "SEC" means the Securities and Exchange Commission.

      1.3.15 "SEC DOCUMENTS" shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

      1.3.16  "SHARES" shall mean,  collectively,  the shares of Common Stock of
the Company  being  subscribed  for  hereunder  and those shares of Common Stock
issuable to the Investor upon exercise of the Warrants.

      1.3.17 "UNITS" shall mean the Common Stock and the Warrants collectively.

      1.3.18  "WARRANTS"  shall mean the Common Stock  purchase  warrants in the
form attached hereto Exhibit A.



                                   ARTICLE II

                        SALE AND PURCHASE OF A21'S UNITS
                               AND PURCHASE PRICE


2.1 SALE OF UNITS Upon the terms and subject to the conditions set forth herein,
and in  accordance  with  applicable  law, the Company  agrees to sell,  and the
Investors, severally and not jointly, agree to purchase the following Units with
an aggregate  principal  amount of a minimum of Two Million Six Hundred Thousand
Dollars ($2,600,000) and a maximum of Three Million Six Hundred Thousand Dollars
($3,600,000)  in accordance with the commitments set forth on Schedules A-1, A-2
and A-3 attached  hereto,  at the Purchase Price on the Closing Date,  each Unit
consisting of:

            2.1.1 COMMON STOCK Upon execution and delivery of this Agreement and
the Company's receipt of the Purchase Price (as described herein), each Investor
shall  receive  shares of Common  Stock of the  Company at a value of $ 0.20 per
share.  The Company shall  register those shares of Common Stock pursuant to the


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 3 OF 28

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terms and  conditions of a  Registration  Rights  Agreement  attached  hereto as
Exhibit B. The Registration  Rights Agreement shall include,  but not be limited
to, such terms and  conditions  as the immediate  registration  of the shares of
Common Stock sold hereunder,  one demand right if all the shares of Common Stock
sold hereunder are not registered or the Registration  Statement is subsequently
not  effective,  unlimited  "piggy back"  registration  rights,  and  liquidated
damages to the Investor of twelve  percent (12%) of the Purchase Price per annum
payable per month if the shares of Common Stock are not  registered  pursuant to
an effective  Registration Statement within six months of the Closing Date or if
the shares of Common Stock are registered pursuant to an effective  Registration
Statement  and  such  Registration  Statement  or other  Registration  Statement
including  the shares of Common  Stock is not  effective  in the period from six
months  following the Closing Date through two years following the Closing Date,
except that the obligation of the Company  terminates  when the holder of shares
of Common Stock no longer holds more than twenty  percent  (20%) of their shares
of Common Stock as acquired herein.

2.1.2  WARRANTS Upon  execution and delivery of this Agreement and the Company's
receipt  of the  Purchase  Price (as  described  herein),  each  Investor  shall
receive,  upon the  purchase  of each four (4) shares of Common  Stock,  one (1)
non-callable  common  stock  purchase  warrant,  two (2) common  stock  purchase
warrants  that are  callable  for a period of one year from  Closing and one and
six-tenths  (1.6) common stock purchase  warrants that are callable for a period
of  twenty-eight  (28) months with the number of  purchase  warrants  across all
warrant classes increasing above Two Million Dollars ($2,000,000) as represented
in  Schedules  A-1,  A-2 and A-3 and  interpolated  for amounts in between.  The
Warrant, a form of which is attached hereto as Exhibit A shall include,  but not
be limited to, such terms and conditions as an exercise price of $0.20 per share
for the  non-callable  Warrants,  $.225 and $.45 per share for the Warrants that
are  callable for one year,  and $.85 and $1.35 per share for the Warrants  that
are callable for a period of twenty-eight  (28) months (as adjusted from time to
time as provided in the Warrant),  an expiration date of five (5) years from the
date of  issuance.  The  callable  Warrants  shall have a call  provision if the
average  closing  price of the  Common  Stock as listed on a  nationally  public
securities  market is $.50 for the $.225 Warrants,  $1.00 for the $.45 Warrants,
$1.35 for the $.90  Warrants,  and $2.00 for the $1.35  Warrants for a period of
twenty consecutive trading days and the Registration  Statement is effective for
such twenty  consecutive  trading days, whereby the Company may call the Warrant
and pay to the holder of the Warrant $0.001 per warrant.

2.2  PURCHASE  PRICE.  The  purchase  price to be paid by each  Investor  on the
Closing Date shall be as defined in section 1.3.5 ($0.20) per share, as the case
may be, in accordance  with on SCHEDULES A-1, A-2 AND A-3 attached  hereto,  and
shall be  payable  in United  States  Dollars.  Payment  to the  Company  of the
Purchase  Price  shall  be  made at the  Closing  Date by  certified  check  for
immediately  available funds or wire transfer of immediately  available funds to
the account specified by the Company and provided to the Investor.

Payment by check shall be as follows:


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 4 OF 28

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LOEB & LOEB LLP TRUST ACCOUNT
Attention: Lloyd Rothenberg re: a21, Inc.
Loeb & Loeb LLP
345 Park Avenue, 19th Floor
New York, NY  10154-0037
Direct Dial:  212-407-4937
Facsimile:  212-407-4990
Email: lrothenberg@loeb.com


Payment by wire shall be as follows:

LOEB & LOEB LLP TRUST ACCOUNT
ACCOUNT # 24576266
ABA # 021000089
Attention:  Lloyd Rothenberg re: a21, Inc.

CITIBANK,  N.A.
153 EAST 53RD. STREET
NEW YORK, NY 10022
CONTACT NAME:  EVELINE COADY
PHONE # (212) 559-3787


2.3  ESCROW.  The funds  received  by Loeb & Loeb LLP (the  "Escrow  Agent")  in
accordance  with Section 2.2 of this Agreement  shall be held in escrow pursuant
to the terms and  conditions  of this  Section 2.3 of the  Agreement.  The funds
shall be held in a non-interest bearing account. The Escrow Agent shall disburse
the funds to the Company,  or as the Company shall in writing  direct,  upon the
closing of the  purchase  of a portion of the issued and  outstanding  shares of
capital  stock of  SuperStock,  Inc.  ("SSI")  and its  recapitalization  all in
accordance with a Stock Purchase and  Recapitalization  Agreement dated November
10, 2003 among the Company, the selling stockholders of SSI and SSI, and receipt
of written  confirmation  from the  Investors  that each of them consents to the
distribution  agreed to by the Company.  If the closing of such  transaction has
not taken  place  within  ninety  (90) days of the date of this  Agreement,  the
Escrow Agent shall return such funds to the  Investors.  The  Investors  and the
Company, jointly and severally, agree to indemnify Escrow Agent for, and to hold
it harmless against, any loss,  liability,  damage or expense incurred by Escrow
Agent arising out of, or in connection  with,  this  Agreement,  any  litigation
arising in connection with this Agreement or any transaction  related in any way
hereto, including but not limited to attorneys' fees incurred by Escrow Agent in
the event of any question as to the provisions  hereof or its duties  hereunder,
and other costs and expenses  incurred by Escrow Agent in fulfilling  its duties
and  responsibilities  hereunder,  or incurred by Escrow Agent defending  itself
against  any claim of  liability  (other  than,  in all such  cases,  for Escrow

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 5 OF 28

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Agent's  willful  misconduct  or gross  negligence).  Escrow Agent shall have no
duties  arising from this  Agreement  except those  expressly  set forth in this
Section  2.3 and it shall not be bound by any notice of claim or demand,  or any
waiver,  modification or amendment  unless it shall have given its prior written
consent thereto.

2.4 ACCEPTANCE EACH POTENTIAL  INVESTOR  acknowledges that the Company shall, in
its sole discretion,  have the right to accept or reject their  subscription for
Units,  in whole or in part,  for any reason or for no reason within 72 hours of
receipt of cleared funds and properly  executed  documents,  and shall  promptly
return funds to such investor.

                                   ARTICLE II

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1 CLOSING DATE The closing of the transactions  contemplated by this Agreement
(the  "CLOSING"),  unless  expressly  determined  herein,  shall  be held at the
offices of counsel to the Company at 5:00 P.M.  local time,  on the Closing Date
or on such other date and at such other place as may be  mutually  agreed by the
parties, including closing by facsimile with originals to follow.

3.2  DELIVERIES  BY THE COMPANY.  In addition to and without  limiting any other
provision  of this  Agreement,  the Company  agrees to  deliver,  or cause to be
delivered, to the Investors, the following:

            (a)   Within seven (7) business days, Certificates  representing a21
                  Shares,  which  certificates  shall  be duly  endorsed  to the
                  Investor;

            (b)   At or prior to Closing, an executed Agreement;

            (c)   At or prior to Closing, an executed Warrant in the name of the
                  Investor in the form attached hereto as Exhibit A;

            (d)   At or  prior  to  Closing,  an  executed  Registration  Rights
                  Agreement  between  the  Investor  and the Company in the form
                  attached hereto as Exhibit B;

            (e)   At or prior to Closing,  confirmation  that the  provisions of
                  Paragraph  6.6 herein have been  satisfied  or  commenced,  as
                  appropriate; and

            (f)   Such other  documents or  certificates  as shall be reasonably
                  requested by the each Investor or its counsel.

3.3  DELIVERIES  BY  INVESTOR.  In addition to and  without  limiting  any other
provision of this  Agreement,  each Investor  agrees to deliver,  or cause to be
delivered, to the Company, as appropriate, the following:

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 6 OF 28

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            (a)   At or prior to Closing, the Purchase Price; (b) At or prior to
                  Closing, an executed Agreement;

            (c)   At or  prior  to  Closing,  an  executed  Registration  Rights
                  Agreement  between  the  Investor  and the Company in the form
                  attached hereto as Exhibit B; and

            (d)   Such other  documents or  certificates  as shall be reasonably
                  requested  by the  Company  or its  counsel.  In the event any
                  document provided to the other party in Paragraphs 3.2 and 3.3
                  herein are provided by  facsimile,  the party shall forward an
                  original document to the other party within seven (7) business
                  days.

3.4 FURTHER ASSURANCES. The Company and each Investor shall, upon request, on or
after the Closing Date,  cooperate  with each other  (specifically,  the Company
shall  cooperate with each Investor,  and each Investor shall cooperate with the
Company,  and no Investor is required to cooperate  with any other  Investor) by
furnishing any additional  information,  executing and delivering any additional
documents  and/or other  instruments and doing any and all such things as may be
reasonably  required by the parties or their  counsel to consummate or otherwise
implement the transactions contemplated by this Agreement.


                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF A21

      a21  represents  and  warrants  to the  Investors  (which  warranties  and
representations  shall  survive the  Closing  regardless  of what  examinations,
inspections,  audits and other  investigations the Purchaser has heretofore made
or may hereinafter make with respect to such warranties and  representations) as
follows:

4.1 ORGANIZATION AND QUALIFICATION. a21 is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas,  and has the
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as it is now being  conducted and is duly qualified
to do  business  in any  other  jurisdiction  by  virtue  of the  nature  of the
businesses conducted by it or the ownership or leasing of its properties, except
where the failure to be so  qualified  will not,  when taken  together  with all
other such failures, have a Material Adverse Effect on the business, operations,
properties,  assets,  financial condition or results of operation of a21 and its
subsidiaries taken as a whole.

4.2 ARTICLES OF  INCORPORATION  AND BY-LAWS.  The complete and correct copies of
a21's  Articles of  Incorporation  and  By-Laws,  as amended or restated to date
which have been filed with the Securities and Exchange Commission are a complete
and correct copy of such  document as in effect on the date hereof and as of the
Closing Date.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 7 OF 28

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4.3 CAPITALIZATION.

                        4.3.1 The  authorized and  outstanding  capital stock of
a21 is set forth in a21's Annual  Report on Form  10-KSB,  filed on June 2, 2003
with the  Securities  and Exchange  Commission and updated on all subsequent SEC
Documents..  All  shares of  capital  stock  have been duly  authorized  and are
validly  issued,  and are fully paid and no  assessable,  and free of preemptive
rights.

                        4.3.2  Except  pursuant  to this  Agreement,  and as set
forth in a21's Annual Report on Form 10-KSB, filed on June 2, 2003 with the SEC,
and subsequent documents filed with the SEC or supplied to Investors,  as of the
date hereof and as of the Closing Date,  there are not now outstanding  options,
warrants,  rights  to  subscribe  for,  calls or  commitments  of any  character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of any class of capital stock of a21, or agreements,  understandings
or  arrangements to which a21 is a party, or by which a21 is or may be bound, to
issue  additional  shares of its capital  stock or options,  warrants,  scrip or
rights  to  subscribe  for,  calls or  commitment  of any  character  whatsoever
relating to, or securities or rights  convertible into or exchangeable  for, any
shares  of any class of its  capital  stock;  except  as per the Stock  Purchase
Agreement for SuperStock including $4,250,000 in participating  preferred issued
to the Sellers of  SuperStock,  Inc. in SuperStock,  Inc. which is  exchangeable
into  5,000,151  shares of Common Stock and up to 2,000,000  stock options to be
issued to  employees  and  management  of  SuperStock,  Inc. to be issued  after
Closing and options to be issued to  management  of a21.  The Company  agrees to
inform the Investors in writing of any additional  shares,  options and warrants
issued or granted prior to the Closing Date.

                        4.3.3 The Company on the Closing Date (i) will have full
right, power, and authority to sell, assign, transfer, and deliver, by reason of
record and beneficial ownership,  to each Investor,  a21 Shares hereunder,  free
and clear of all liens, charges,  claims, options,  pledges,  restrictions,  and
encumbrances whatsoever;  and (ii) upon delivery of and payment by each Investor
of the  Purchase  Price to the  Company,  such  Investor  will  acquire good and
marketable  title to such Company Stock,  free and clear of all liens,  charges,
claims, options, pledges, restrictions, and encumbrances whatsoever.

4.4 AUTHORITY.  a21 has all requisite  corporate  power and authority to execute
and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement by a21 and the  consummation  of the  transactions  contemplated
hereby have been duly authorized by all necessary  corporate action and no other
corporate  proceedings  on the  part  of  a21 is  necessary  to  authorize  this
Agreement  or to  consummate  the  transactions  contemplated  hereby  except as
disclosed in this Agreement. This Agreement has been duly executed and delivered
by a21  and  constitutes  the  legal,  valid  and  binding  obligation  of  a21,


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 8 OF 28

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enforceable  against a21 in accordance with its terms,  except as may be limited
by bankruptcy,  insolvency,  reorganization,  moratorium,  or other similar laws
affecting the enforcement of creditors' rights generally and general  principles
of equity.

4.5 NO CONFLICT;  REQUIRED  FILINGS AND CONSENTS.  The execution and delivery of
this Agreement by a21 does not, and the  performance by a21 of their  respective
obligations  hereunder  will not: (i)  conflict  with or violate the Articles or
By-Laws of a21;  (ii)  conflict  with,  breach or violate  any  federal,  state,
foreign or local law, statute,  ordinance, rule, regulation,  order, judgment or
decree  (collectively,  "LAWS") in effect as of the date of this  Agreement  and
applicable to a21; or (iii) result in any breach of, constitute a default (or an
event that with notice or lapse of time or both would  become a default)  under,
give to any other entity any right of  termination,  amendment,  acceleration or
cancellation  of, require  payment under, or result in the creation of a lien or
encumbrance  on any of the  properties  or assets of a21  pursuant to, any note,
bond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,
franchise or other instrument or obligation to which a21 is a party or by a21 or
any of its  properties or assets is bound.  Excluded from the foregoing are such
violations,   conflicts,   breaches,  defaults,   terminations,   accelerations,
creations  of liens,  or  incumbency  that would not, in the  aggregate,  have a
Material Adverse Effect.

4.6 REPORT AND FINANCIAL  STATEMENTS.  a21's Annual Report on Form 10-KSB, filed
on June 2, 2003,  with the  Securities  and  Exchange  Commission  contains  the
audited  financial  statements  of a21 as of December  31, 2002 (the  "FINANCIAL
STATEMENTS").  Each  of the  balance  sheets  contained  in or  incorporated  by
reference  into any such Financial  Statements  (including the related notes and
schedules  thereto)  fairly  presented the  financial  position of a21 as of its
date, and each of the statements of income and changes in  stockholders'  equity
and cash flows or equivalent  statements in such Financial Statements (including
any related notes and schedules thereto) fairly presents and will fairly present
the results of operations,  changes in stockholders'  equity and changes in cash
flows, as the case may be, of a21 for the periods to which they relate,  in each
case in accordance with United States generally accepted  accounting  principles
("U.S. GAAP") consistently  applied during the periods involved,  except in each
case as may be noted therein,  subject to normal  year-end audit  adjustments in
the case of unaudited  statements.  The books and records of a21 have been,  and
are being,  maintained in all material respects in accordance with U.S. GAAP and
any other applicable  legal and accounting  requirements and reflect only actual
transactions.

4.7  COMPLIANCE  WITH  APPLICABLE  LAWS.  a21 is not in violation of, or, to the
knowledge of a21 is under investigation with respect to or has been given notice
or has been charged  with the  violation  of any Law of a  governmental  agency,
except for  violations  which  individually  or in the  aggregate  do not have a
Material Adverse Effect.

4.8  BROKERS.  Except for  H.C.Wainwright  & Co.,  Inc.,  no  broker,  finder or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of a21.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 9 OF 28

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4.9 SEC DOCUMENTS.  a21 acknowledges that a21 is a publicly held company and has
made  available to the  Investors  after demand true and complete  copies of any
requested SEC  Documents.  The Company is required to file reports under Section
15(d) of the 1934 Act,  and the  Common  Stock is listed  and  traded on the OTC
Bulletin Board Market of the National  Association of Securities  Dealers,  Inc.
The Company has received no notice,  either oral or written, with respect to the
continued  eligibility of the Common Stock for such listing, and the Company has
maintained all requirements  for the  continuation of such listing.  The Company
has not provided to the Investors any information that,  according to applicable
law, rule or regulation,  should have been disclosed  publicly prior to the date
hereof  by the  Company,  but  which  has not  been so  disclosed.  As of  their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the 1934 Act, and rules and  regulations of the SEC promulgated
thereunder  and the SEC  Documents  did not  contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not  misleading  that the Investor has received from
the Company  reports with the  Securities  and Exchange  Commission and with the
NASD.

4.10  LITIGATION.  To the  knowledge  of a21,  no  litigation,  claim,  or other
proceeding  before any court or  governmental  agency is  pending or  threatened
against a21 that is material  other than  litigation  in the ordinary  course of
business and as represented in the Company's filings with the SEC.

4.11  EXEMPTION  FROM  REGISTRATION.  Subject to the accuracy of the  Investors'
representations  in Article V, except as required  pursuant to the  Registration
Rights Agreement,  the sale of the Units will not require registration under the
1933 Act and/or any applicable state  securities law. When validly  converted in
accordance  with the terms of the Warrants,  the Shares  underlying the Warrants
will be duly and validly issued, fully paid, and non-assessable.  The Company is
issuing the Units in accordance  with and in reliance  upon the  exemption  from
securities registration afforded,  inter alia, by Rule 506 under Regulation D as
promulgated by the SEC under the 1933, and/or Section 4(2) of the 1933 Act.

4.12 NO  GENERAL  SOLICITATION  OR  ADVERTISING  IN REGARD TO THIS  TRANSACTION.
Neither the  Company nor any of its  Affiliates  nor,  to the  knowledge  of the
Company,  any Person  acting on its or their  behalf (i) has  conducted  or will
conduct  any  general  solicitation  (as  that  term is used in Rule  502(c)  of
Regulation  D as  promulgated  by  the  SEC  under  the  1933  Act)  or  general
advertising  with  respect to the sale of the Units,  or (ii) made any offers or
sales of any  security or  solicited  any offers to buy any  security  under any
circumstances that would require  registration of the Units, under the 1933 Act,
except as required herein.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                 PAGE 10 OF 28

<PAGE>


4.13 NO MATERIAL  ADVERSE CHANGE.  Since December 31, 2002, no Material  Adverse
Effect has  occurred  or exists with  respect to the  Company  that has not been
disclosed in the SEC Documents.  No material supplier has given notice,  oral or
written,  that it  intends  to cease or  materially  reduce  the  volume  of its
business with the Company from  historical  levels.  Since December 31, 2002, no
event or circumstance  has occurred or exists with respect to the Company or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under any applicable  law, rule or  regulation,  requires  public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investors.

4.14  MATERIAL  NON-PUBLIC  INFORMATION.  The Company has not  disclosed  to the
Investors  any material  non-public  information  that (i) if  disclosed,  would
reasonably  be  expected  to have a  material  effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation,  should have been
disclosed  publicly  by the  Company  prior to the date hereof but which has not
been so disclosed.

4.15 INTERNAL  CONTROLS AND PROCEDURES.  The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

4.16  FULL  DISCLOSURE.  No  representation  or  warranty  made  by a21 in  this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Purchaser  pursuant  to this  Agreement  contains  or will  contain  any  untrue
statement  of a material  fact,  or omits or will omit to state a material  fact
necessary to make the statements contained herein or therein not misleading.


                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS


Each Investor,  severally and not jointly, as to himself or itself and not as to
any other Investor, represents and warrants to the Company that:

5.1  ORGANIZATION  AND  STANDING  OF  THE  INVESTOR.  Where  the  Investor  is a
corporation,  such Investor is duly  incorporated,  validly existing and in good
standing under the laws of the state in which it was formed.  The state in which
any offer to purchase shares  hereunder was made or accepted by such Investor is
the state shown as such Investor's  address.  If an entity, the Investor was not
formed for the  purpose  of  investing  solely in the Units the  subject of this
Agreement.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 11 OF 28

<PAGE>


5.2  AUTHORIZATION AND POWER. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the Units being sold to
it hereunder.  The execution,  delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the  transactions  contemplated
hereby  have  been duly  authorized  by all  necessary  corporate  action  where
appropriate. This Agreement and the Registration Rights Agreement have been duly
executed and delivered by the Investor and at the Closing shall constitute valid
and binding  obligations  of the  Investor  enforceable  against the Investor in
accordance  with their terms,  except as such  enforceability  may be limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

5.3 NO CONFLICTS. The execution,  delivery and performance of this Agreement and
the  consummation  by the Investor of the  transactions  contemplated  hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Investor or its  properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase  the Units in  accordance  with the  terms  hereof,  provided  that for
purposes of the representation  made in this sentence,  the Investor is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the Company herein.

5.4 FINANCIAL  RISKS.  The Investor  acknowledges  that such Investor is able to
bear the financial risks  associated with an investment in the Units and that it
has been given full access to such  records of the Company and the  subsidiaries
and to the  officers  of the  Company  and  the  subsidiaries  as it has  deemed
necessary  or  appropriate  to  conduct  its due  diligence  investigation.  The
Investor is capable of  evaluating  the risks and merits of an investment in the
Units by virtue of its experience as an investor and its knowledge,  experience,
and sophistication in financial and business matters and the Investor is capable
of bearing the entire loss of its investment in the Units.

5.5 ACCREDITED  INVESTOR.  The Investor is (i) an "accredited  investor" as that
term is defined in Rule 501 of  Regulation D  promulgated  under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making  investments of the


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 12 OF 28

<PAGE>


kind  described in this  Agreement  and the related  documents,  (iii) able,  by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the Units.

5.6 BROKERS.  Except for  H.C.Wainwright  & Co.,  Inc., who shall be paid by the
Company,  no broker,  finder or investment  banker is entitled to any brokerage,
finder's  or  other  fee or  commission  in  connection  with  the  transactions
contemplated by this Agreement based upon  arrangements  made by or on behalf of
the Investors.

5.7 NO SHORT SALES.  Prior to the Closing Date,  neither the Investor nor any of
the  Investor's  Affiliates  will be in a net short  position with regard to the
Common Stock in any accounts directly or indirectly controlled by the Investor.

5.8 KNOWLEDGE OF COMPANY.  Each Investor and such Investor's  advisors,  if any,
have been, upon request,  furnished with all materials relating to the business,
finances and  operations of the Company and materials  relating to the offer and
sale of the Units. Each Investor and such Investor's advisors, if any, have been
afforded  the  opportunity  to ask  questions  of the Company and have  received
complete and satisfactory answers to any such inquiries.

5.9 RISK FACTORS Each Investor  understands  that such Investor's  investment in
the Units  involves a high degree of risk.  Each  Investor  understands  that no
United States  federal or state agency or any other  government or  governmental
agency has passed on or made any  recommendation  or  endorsement  of the Units.
Each  Investor  warrants that such Investor is able to bear the complete loss of
such Buyer's investment in the Units.

5.10 FULL DISCLOSURE. No representation or warranty made by the Investor in this
Agreement  and no  certificate  or document  furnished or to be furnished to a21
pursuant to this  Agreement  contains or will contain any untrue  statement of a
material  fact, or omits or will omit to state a material fact necessary to make
the statements  contained herein or therein not misleading.  Except as set forth
or  referred  to in this  Agreement,  Investor  does not have any  agreement  or
understanding  with  any  person  relating  to  acquiring,  holding,  voting  or
disposing of any equity securities of the Company.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 13 OF 28


<PAGE>


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1.  REGISTRATION  RIGHTS.  The  Company  shall cause the  Registration  Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.

6.2.  RESERVATION  OF COMMON  STOCK.  As of the date  hereof,  the  Company  has
reserved  and the Company  shall  continue to reserve and keep  available at all
times,  free of  preemptive  rights,  shares of Common  Stock for the purpose of
enabling  the  Company  to issue  the  shares  of Common  Stock  underlying  the
Warrants.

6.3.  LISTING OF COMMON STOCK. The Company hereby agrees to maintain the listing
of the Common  Stock on a publicly  trading  market.  The Company  will take all
actions to continue  the  listing and trading of its Common  Stock on a publicly
traded  market and will comply in all  respects  with the  Company's  reporting,
filing and other  obligations under the bylaws or rules of the a publicly traded
market.

6.4. EXCHANGE ACT REPORTS. The Company will continue to file reports pursuant to
Section  15(d) of the 1934  Act,  will use its best  efforts  to  comply  in all
respects with its reporting and filing  obligations under the 1934 Act, and will
not take any action or file any document  (whether or not  permitted by the 1934
Act or the rules  thereunder)  to terminate or suspend its  reporting and filing
obligations  under the 1934 until the  Investors  have  disposed of all of their
Shares or the shares of Common Stock underlying the Warrants.

6.5.  CORPORATE  EXISTENCE;  CONFLICTING  AGREEMENTS.  The Company will take all
steps necessary to preserve and continue the corporate existence of the Company.
The Company  shall not enter into any  agreement,  the terms of which  agreement
would  restrict  or impair the right or ability of the Company to perform any of
its obligations under this Agreement or any of the other agreements  attached as
exhibits hereto.

6.6.  PREFERRED STOCK. The Company will not issue Preferred Stock of the Company
which is  convertible  into  common  stock at a value below the  Purchase  Price
without  approval from Investors  representing  51% of the principal  investment
prior to an effective Registration Statement for at least 51% of the Shares.

6.7.  USE OF PROCEEDS.  The Company  will use the proceeds  from the sale of the
Units (excluding amounts paid by the Company for legal and  administrative  fees
in  connection  with the sale of the Units) along with other  financing  for the
purchase  of the  voting  and  non-voting  stock of  SuperStock,  Inc.  (and the
transaction costs associated therewith) with any remaining balance as additional
working capital.

6.8.  EXCHANGE OF SUPERSTOCK  PREFERRED  STOCK. The Company shall not compel the
shareholders  of  SuperStock,  Inc. to exchange  any  preferred  stock issued by


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 14 OF 28


<PAGE>


SuperStock,  Inc. to its shareholders  pursuant to the acquisition of the shares
of SuperStock by the  undersigned at a price less than $0.85 per share until the
second  (2nd)  anniversary  of the Closing  and from and after the second  (2nd)
anniversary  and until the fourth  (4th)  anniversary  of the Closing at a price
less than $0.50 per share, as appropriately adjusted in all such cases.

6.9.  CERTAIN  OUTSTANDING  INDEBTEDNESS  The Company shall,  on or prior to the
Closing Date, cause LCA Capital Partners I, Inc., Whitney Holdings, Inc., Glossy
Finish LLC and Tom Butta to, in the aggregate, convert a minimum of Five Hundred
Thousand  Dollars  ($500,000)  of the amounts  owed to them by the Company  into
Common Stock and Warrants in accordance with the provisions of Section 2.1.1 and
2.1.2 of the Agreement, respectively.

6.10. INDEBTEDNESS TO SUPERSTOCK,  INC. SHAREHOLDERS.  The Company covenants and
agrees  that  until  after the  first  (1st)  anniversary  of the  Closing,  any
promissory notes or other evidence of indebtedness issued to the shareholders of
SuperStock,  Inc. in  connection  with the closing on the purchase of the voting
and non-voting  stock of SuperStock,  Inc. shall not be secured by the assets of
the  Company.  Such  promissory  notes or other  evidences of  indebtedness  may
provide that  beginning on the day after the first  anniversary  of the Closing,
they shall automatically be secured by the assets of the Company.


                                   ARTICLE VII

                           COVENANTS OF THE INVESTORS

7.1  COMPLIANCE  WITH LAW. The  Investor's  trading  activities  with respect to
shares of the Company's  Common Stock will be in compliance  with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations of any public market on which the Company's Common Stock is listed.

7.2  TRANSFER  RESTRICTIONS.  The  Investor's  acknowledge  that (1) the Shares,
Warrants and shares  underlying the Warrants have not been registered  under the
provisions of the 1933 Act, and may not be transferred  unless (A)  subsequently
registered  thereunder or (B) the Investors  shall have delivered to the Company
an opinion of counsel,  reasonably  satisfactory in form, scope and substance to
the Company,  to the effect that the Shares,  Warrants and shares underlying the
Warrants to be sold or  transferred  may be sold or  transferred  pursuant to an
exemption from such registration;  and (2) any sale of the Shares,  Warrants and
shares  underlying the Warrants made in reliance on Rule 144  promulgated  under
the 1933 Act may be made  only in  accordance  with the  terms of said  Rule and
further,  if said Rule is not applicable,  any resale of such  Securities  under
circumstances in which the seller,  or the person through whom the sale is made,
may be deemed to be an  underwriter,  as that term is used in the 1933 Act,  may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 15 OF 28

<PAGE>


7.3 RESTRICTIVE  LEGEND.  The Investor's  acknowledge and agree that the Shares,
and, until such time as the Shares have been  registered  under the 1933 Act and
sold in accordance with an effective  Registration  Statement,  certificates and
other instruments representing any of the Shares shall bear a restrictive legend
in  substantially  the following form (and a  stop-transfer  order may be placed
against transfer of any such Securities):

     "THE SHARES OF COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE
     HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS
     AND  NEITHER  SUCH  SHARES  NOR  ANY  INTEREST  THEREIN  MAY BE
     OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED
     UNLESS (1) A  REGISTRATION  STATEMENT  WITH RESPECT  THERETO IS
     EFFECTIVE  UNDER THE SECURITIES  ACT AND ANY  APPLICABLE  STATE
     SECURITIES  LAWS, OR (2) IN ACCORDANCE  WITH THE  PROVISIONS OF
     REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
     UNDER THE SECURITIES ACT."


7.4 Until the first  anniversary  of the  Closing,  or until the earlier sale by
Investor  of the shares of Common  Stock  referred to in the  remainder  of this
sentence,  Investor  shall vote 28% of the shares of Common Stock  included,  or
issued  upon  exercise of  Warrants  included,  in the Units as the board of the
directors of the Company may from time to time direct.

                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

         The   obligation  of  the  Company  to  consummate   the   transactions
contemplated hereby shall be subject to the fulfillment,  on or prior to Closing
Date, of the following conditions:

8.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

8.2 REPRESENTATIONS  TRUE AND CORRECT. The representations and warranties of the
Investors  contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.

8.3 COMPLIANCE WITH  COVENANTS.  The Investors shall have performed and complied
in all material respects with all covenants, agreements, and conditions required
by this  Agreement  to be performed or complied by it prior to or at the Closing
Date.

8.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 16 OF 28


<PAGE>



                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS

      The   obligation  of  the  Investors  to   consummate   the   transactions
contemplated hereby shall be subject to the fulfillment,  on or prior to Closing
Date unless specified otherwise, of the following conditions:

9.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

9.2 REPRESENTATIONS  TRUE AND CORRECT. The representations and warranties of a21
contained in this Agreement  shall be true and correct in all material  respects
on and as of the Closing Date with the same force and effect as if made on as of
the Closing Date.

9.3  COMPLIANCE  WITH  COVENANTS.  a21 shall have  performed and complied in all
material  respects with all covenants,  agreements,  and conditions  required by
this  Agreement  to be  performed  or  complied by it prior to or at the Closing
Date.

9.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.

9.5 CLOSING OF SUPERSTOCK, INC. TRANSACTION. On the Closing Date, a21 shall have
closed on or  simultaneously  be  closing  on the  purchase  of the  voting  and
non-voting stock of SuperStock,  Inc. as per the agreement attached as Exhibit C
and  any  subsequent  amendments  that  do  not  change  the  substance  of  the
transaction.  A21 shall  deliver  to the  Investors  a  statement  signed by the
shareholders of SuperStock Inc.  ("SSI")  substantially to the effect that SSI's
financial  statements through October 31, 2003 were derived from SSI's books and
records maintained in the ordinary course of its business, and fairly present in
all material  respects the financial  position of SSI as of the date thereof and
for the period then ended,  in accordance  with GAAP (except as may be indicated
in the notes  thereto)  and  subject  to  year-end  adjustments  and with  SSI's
internal accounting policies.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 17 OF 28

<PAGE>


                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

10.1  TERMINATION.  This  Agreement  may be  terminated at any time prior to the
Effective Time:

                  10.1.1 by mutual  written  consent  of the  Investors  and the
Company;

                  10.1.2  by  the  Company   upon  a  material   breach  of  any
representation,  warranty, covenant or agreement on the part of the Investor set
forth  in  this  Agreement,  or the  Investor  upon  a  material  breach  of any
representation,  warranty, covenant or agreement on the part of a21 set forth in
this  Agreement,  or if any  representation  or warranty of a21 or the Investor,
respectively,  shall have  become  untrue,  in either  case such that any of the
conditions set forth in Article VIII or Article IX hereof would not be satisfied
(a  "TERMINATING  BREACH"),  and such breach shall, if capable of cure, not have
been cured within five (5) days after receipt by the party in breach of a notice
from the non-breaching party setting forth in detail the nature of such breach;

                  10.1.3 by either  party,  if the Closing Date is after January
31, 2004.

10.2 EFFECT OF  TERMINATION.  In the event of the  termination of this Agreement
pursuant to Paragraph  10.1 hereof,  there shall be no liability on the party of
a21 or the Investors or any of their respective officers,  directors,  agents or
other  representatives  and all rights and obligations of any party hereto shall
cease, except as expressed herein.

10.3  AMENDMENT.  This  Agreement may be amended by the parties  hereto any time
prior to the  Closing  Date by an  instrument  in writing  signed by the parties
hereto.

10.3 WAIVER.  At any time prior to the Closing Date,  a21 or the  Investors,  as
appropriate,  may:  (a)  extend  the  time  for  the  performance  of any of the
obligations or other acts of other party or; (b) waive any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant hereto which have been made to it or them; or (c) waive compliance with
any of the agreements or conditions  contained  herein for its or their benefit.
Any such  extension or waiver shall be valid only if set forth in an  instrument
in writing signed by the party or parties to be bound hereby.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 18 OF 28

<PAGE>


                                   ARTICLE XI

                               GENERAL PROVISIONS


11.1 TRANSACTION COSTS. Except as otherwise provided herein, each of the parties
shall pay all of his or its  costs and  expenses  (including  attorney  fees and
other legal costs and expenses and accountants'  fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.

11.2 INDEMNIFICATION.  Each Investor, severally and not jointly agrees to defend
and hold the Company (following the Closing Date) and its officers and directors
harmless against and in respect of any and all claims,  demands,  losses, costs,
expenses, obligations, liabilities or damages, including interest, penalties and
reasonable  attorney's fees, that it shall incur or suffer,  which arise out of,
result  from or  relate to any  breach of this  Agreement  by such  Investor  or
failure by such Investors to perform with respect to any of its representations,
warranties or covenants  contained in this  Agreement or in any exhibit or other
instrument furnished or to be furnished under this Agreement. The Company agrees
to defend and hold the Investor  harmless  against and in respect of any and all
claims, demands, losses, costs, expenses,  obligations,  liabilities or damages,
including  interest,  penalties and reasonable  attorney's  fees,  that it shall
incur or suffer, which arise out of, result from or relate to any breach of this
Agreement  or failure  by the  Company  to  perform  with  respect to any of its
representations,  warranties or covenants  contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.

11.3  HEADINGS.  The table of contents and headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.4 ENTIRE  AGREEMENT.  This Agreement  (together with the Schedule,  Exhibits,
Warrants and documents  referred to herein)  constitute the entire  agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter hereof.


11.5 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have  been  given (i) on the date they are  delivered  if
delivered  in  person;  (ii) on the date  initially  received  if  delivered  by
facsimile  transmission  followed by registered or certified mail  confirmation;
(iii) on the date  delivered by an  overnight  courier  service;  or (iv) on the
third  business day after it is mailed by registered or certified  mail,  return
receipt requested with postage and other fees prepaid as follows:

                           If to a21:

                           a21, Inc.
                           c/o Lloyd L. Rothenberg
                           Loeb & Loeb LLP
                           345 Park Avenue


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 19 OF 28


<PAGE>


                           New York, NY  10154-0037
                           Direct Dial:  212-407-4937
                           Facsimile:  212-407-4990
                           Email: lrothenberg@loeb.com

                           With a copy to:
                           --------------

                           Lloyd L. Rothenberg
                           Loeb & Loeb LLP
                           345 Park Avenue
                           New York, NY  10154-0037
                           Direct Dial:  212-407-4937
                           Facsimile:  212-407-4990
                           Email: lrothenberg@loeb.com

                           If to the Investors:

                           To the address  listed on Schedule A herein or to the
                           address provided to the Company by an Investor.

11.6 SEVERABILITY.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

11.7 BINDING EFFECT.  All the terms and provisions of this Agreement  whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

11.8  PREPARATION  OF  AGREEMENT.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

11.9  GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

11.10  JURISDICTION.  This  Agreement  shall  be  exclusively  governed  by  and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 20 OF 28

<PAGE>


a claim or counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and venue  for any such  action  shall be the State  Courts of New
York.  In the event suit or action is brought by any party under this  Agreement
to enforce any of its terms, or in any appeal  therefrom,  it is agreed that the
prevailing  party shall be entitled to reasonable  attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.

11.11 PREPARATION AND FILING OF SECURITIES AND EXCHANGE COMMISSION FILINGS. Each
Investor  shall  reasonably  assist  and  cooperate  with  the  Company  in  the
preparation  of all filings  with the SEC after the  Closing  Date due after the
Closing Date.

11.12 FURTHER ASSURANCES, COOPERATION. Each party shall, upon reasonable request
by the other party,  execute and deliver any additional  documents  necessary or
desirable  to complete  the  transactions  herein  pursuant to and in the manner
contemplated  by this  Agreement.  The parties hereto agree to cooperate and use
their  respective  best efforts to consummate the  transactions  contemplated by
this Agreement.

11.13 SURVIVAL The  representations,  warranties,  covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

11.14 THIRD  PARTIES  Except as  disclosed  in this  Agreement,  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   hereto  and  their   respective   administrators,   executors,   legal
representatives,  heirs, successors and assignees.  Nothing in this Agreement is
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
persons  any right of  subrogation  or action  over or against any party to this
Agreement.

11.15 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

11.16 COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 21 OF 28


<PAGE>



         IN WITNESS  WHEREOF,  the Investors and the Company have as of the date
first written above executed this Agreement.

A21


A21, INC.


------------------------------------

By: ___________________
Title:__________________

                                    INVESTORS


------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):                   Entity (if appropriate):_____________
------------------------------------       -------------------------------------

Title: (if appropriate):                   Title: (if appropriate):_____________



------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):____________       Entity (if appropriate):_____________

------------------------------------       -------------------------------------

Title: (if appropriate):____________       Title: (if appropriate):_____________




------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):____________       Entity (if appropriate):_____________

------------------------------------       -------------------------------------
Title: (if appropriate):____________       Title: (if appropriate):_____________

Solely with regard to Section 2.3 of the Stock Purchase Agreement:


--------------------------
Loeb & Loeb LLP
By:      Lloyd L. Rothenberg
Title:   Partner


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 22 OF 28


<PAGE>


                                  SCHEDULE A-1


<TABLE>
<CAPTION>
                                                                Number of
Name and Address                              Amount of         Shares of       Warrant        Number of        Strike
of Investor                                   Investment       Common Stock     Coverage        Warrants        Price
-----------                                  ------------      ------------     --------        --------       --------
<S>                                          <C>                 <C>               <C>         <C>             <C>
Barron Partners LP                           $  2,000,000        10,000,000        27.10%      2,710,000       $ 0.200
Attention: Andrew Barron Worden                                                    27.10%      2,710,000       $ 0.225
Managing Partner                                                                   27.10%      2,710,000       $ 0.450
730 Fifth Avenue, 9th Floor                                                        21.68%      2,168,000       $ 0.900
New York NY 10019                                                                  21.68%      2,168,000       $ 1.350
                                                                                --------
tel 212-659-7790                                                                  124.66%
fax 646-607-2223

LCA Capital Partners I, Inc.                 $    450,000         2,250,000        27.10%        609,750       $ 0.200
c/o Luke Allen                                                                     27.10%        609,750       $ 0.225
711 Fifth Avenue                                                                   27.10%        609,750       $ 0.450
New York, NY  10022                                                                21.68%        487,800       $ 0.900
                                                                                   21.68%        487,800       $ 1.350

Whitney Holdings, Inc.                       $     90,000           450,000        27.10%        121,950       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%        121,950       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%        121,950       $ 0.450
345 Park Avenue                                                                    21.68%         97,560       $ 0.900
New York, NY  10154-0037                                                           21.68%         97,560       $ 1.350

Glossy Finish LLC                            $     35,000           175,000        27.10%         47,425       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%         47,425       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%         47,425       $ 0.450
345 Park Avenue                                                                    21.68%         37,940       $ 0.900
New York, NY  10154-0037                                                           21.68%         37,940       $ 1.350

Tom Butta                                    $     25,000           125,000        27.10%         33,875       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%         33,875       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%         33,875       $ 0.450
345 Park Avenue                                                                    21.68%         27,100       $ 0.900
New York, NY  10154-0037                                                           21.68%         27,100       $ 1.350
</TABLE>

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 23 OF 28

<PAGE>


                                  SCHEDULE A-2


<TABLE>
<CAPTION>
                                                                   Number of
Name and Address                                  Amount of        Shares of       Warrant        Number of        Strike
of Investor                                      Investment       Common Stock     Coverage        Warrants        Price
-----------                                     ------------      ------------     --------        --------       --------
<S>                                             <C>                 <C>               <C>         <C>             <C>
Barron Partners LP                               $ 2,500,000       12,500,000       28.85%         3,606,250      $ 0.200
Attention: Andrew Barron Worden                                                     28.85%         3,606,250      $ 0.225
Managing Partner                                                                    28.85%         3,606,250      $ 0.450
730 Fifth Avenue, 9th Floor                                                         23.08%         2,885,000      $ 0.900
New York NY 10019                                                                   23.08%         2,885,000      $ 1.350
                                                                                    ------
tel 212-659-7790                                                                   132.71%
fax 646-607-2223

LCA Capital Partners I, Inc.                     $   450,000        2,250,000       28.85%           649,125      $ 0.200
c/o Luke Allen                                                                      28.85%           649,125      $ 0.225
711 Fifth Avenue                                                                    28.85%           649,125      $ 0.450
New York, NY  10022                                                                 23.08%           519,300      $ 0.900
                                                                                    23.08%           519,300      $ 1.350

Whitney Holdings, Inc.                           $    90,000          450,000       28.85%           129,825      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%           129,825      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%           129,825      $ 0.450
345 Park Avenue                                                                     23.08%           103,860      $ 0.900
New York, NY  10154-0037                                                            23.08%           103,860      $ 1.350

Glossy Finish LLC                                $    35,000          175,000       28.85%            50,488      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%            50,488      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%            50,488      $ 0.450
345 Park Avenue                                                                     23.08%            40,390      $ 0.900
New York, NY  10154-0037                                                            23.08%            40,390      $ 1.350

Tom Butta                                        $    25,000          125,000       28.85%            36,063      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%            36,063      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%            36,063      $ 0.450
345 Park Avenue                                                                     23.08%            28,850      $ 0.900
New York, NY  10154-0037                                                            23.08%            28,850      $ 1.350
</TABLE>


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 24 OF 28

<PAGE>


                                  SCHEDULE A-3


<TABLE>
<CAPTION>
                                                                   Number of
Name and Address                                  Amount of        Shares of       Warrant        Number of        Strike
of Investor                                      Investment       Common Stock     Coverage        Warrants        Price
-----------                                     ------------      ------------     --------        --------       --------
<S>                                             <C>                 <C>               <C>         <C>             <C>

Barron Partners LP                              $  3,000,000       15,000,000       30.60%        4,590,000        $ 0.200
Attention: Andrew Barron Worden                                                     30.60%        4,590,000        $ 0.225
Managing Partner                                                                    30.60%        4,590,000        $ 0.450
730 Fifth Avenue, 9th Floor                                                         24.48%        3,672,000        $ 0.900
New York NY 10019                                                                   24.48%        3,672,000        $ 1.350
                                                                                    ------
tel 212-659-7790                                                                   140.76%
fax 646-607-2223

LCA Capital Partners I, Inc.                    $    450,000        2,250,000       30.60%          688,500        $ 0.200
c/o Luke Allen                                                                      30.60%          688,500        $ 0.225
711 Fifth Avenue                                                                    30.60%          688,500        $ 0.450
New York, NY  10022                                                                 24.48%          550,800        $ 0.900
                                                                                    24.48%          550,800        $ 1.350

Whitney Holdings, Inc.                          $     90,000          450,000       30.60%          137,700        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%          137,700        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%          137,700        $ 0.450
345 Park Avenue                                                                     24.48%          110,160        $ 0.900
New York, NY  10154-0037                                                            24.48%          110,160        $ 1.350

Glossy Finish LLC                               $     35,000          175,000       30.60%           53,550        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%           53,550        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%           53,550        $ 0.450
345 Park Avenue                                                                     24.48%           42,840        $ 0.900
New York, NY  10154-0037                                                            24.48%           42,840        $ 1.350

Tom Butta                                       $     25,000          125,000       30.60%           38,250        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%           38,250        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%           38,250        $ 0.450
345 Park Avenue                                                                     24.48%           30,600        $ 0.900
New York, NY  10154-0037                                                            24.48%           30,600        $ 1.350
</TABLE>



                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 25 OF 28


<PAGE>


                                   EXHIBIT A

                                FORM OF WARRANT





























                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 26 OF 28

<PAGE>


                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT
































                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 27 OF 28

<PAGE>


                                    EXHIBIT C

                    SUPERSTOCK, INC. STOCK PURCHASE AGREEMENT








































                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 28 OF 28