EXHIBIT 10.2

                            STOCK PURCHASE AGREEMENT

     This Stock  Purchase  Agreement,  dated as of June 25, 2008, is made by and
between Larry Sostad (the "Seller") and James Fitzsimons (the "Buyer").

BACKGROUND

     WHEREAS,  the Seller owns One Hundred Sixty Thousand  (160,000) shares (the
"Shares") of common stock, par value $.001 of CH4 Energy, Inc. (the "Company") a
Nevada corporation; and

     WHEREAS,  the Seller  desires to sell the Shares to the Buyer and the Buyer
desires to purchase  the Shares from the Seller,  all upon the terms and subject
to the conditions hereinafter set forth;

     NOW, THEREFORE,  in consideration of the foregoing and the representations,
warranties,  covenants  and  agreements  herein  contained  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto hereby agree as follows:

                                   SECTION I
                                  DEFINITIONS

     Unless the context otherwise requires,  the terms defined in this Section 1
will have the meanings  herein  specified  for all  purposes of this  Agreement,
applicable  to both the  singular  and plural  forms of any of the terms  herein
defined.

     1.1  "Accredited  Investor" has the meaning set forth in Regulation D under
the Securities Act and set forth on Exhibit A.

     1.2 "Affiliate" means any Person that directly or indirectly  controls,  is
controlled by or is under common control with the indicated Person.

     1.3  "Agreement"  means  this  Stock  Purchase  Agreement,   including  all
Schedules and Exhibits hereto, as this Stock Purchase Agreement may be from time
to time amended, modified or supplemented.

     1.4  "Approved  Plans" means a stock option or similar plan for the benefit
of  employees  or others  which has been  approved  by the  stockholders  of the
Company.

     1.5 "Balance Sheet" means the Company's unaudited balance sheet dated March
31, 2008.
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     1.6 "Buyer" has the meaning set forth in the preamble.

     1.7 "Closing" has the meaning set forth in Section 2.1.

     1.8 "Code" means the Internal Revenue Code of 1986, as amended.

     1.9 "Commission" means the Securities and Exchange  Commission or any other
federal agency then administering the Securities Act.

     1.10 "Common Stock" has the meaning set forth in the preamble.

     1.11 "Company" means CH4 Energy, Inc., a Nevada corporation, and all of its
direct and indirect subsidiaries.

     1.12 "Company Board" means the Board of Directors of the Company.

     1.13  "Distributor"  means  any  underwriter,  dealer or other  Person  who
participates,  pursuant to a contractual arrangement, in the distribution of the
securities offered or sold in reliance on Regulation S.

     1.14  "Environmental  Laws" means any Law or other requirement  relating to
the environment, natural resources, or public or employee health and safety.

     1.15 "Environmental  Permit" means all licenses,  permits,  authorizations,
approvals, franchises and rights required under any applicable Environmental Law
or Order.

     1.16  "Equity  Security"  means any stock or similar  security,  including,
without  limitation,   securities  containing  equity  features  and  securities
containing profit  participation  features,  or any security convertible into or
exchangeable for, with or without consideration,  any stock or similar security,
or any  security  carrying  any  warrant,  right or  option to  subscribe  to or
purchase any shares of capital stock, or any such warrant or right.

     1.17 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     1.18  "Exchange  Act"  means  the  Securities  Exchange  Act of 1934 or any
similar  federal  statute,  and the  rules  and  regulations  of the  Commission
thereunder, all as the same will then be in effect.

     1.19 "Exhibits"  means the several  exhibits  referred to and identified in
this Agreement.

     1.20 "GAAP"  means,  with respect to any Person,  United  States  generally
accepted accounting  principles applied on a consistent basis with such Person's
past practices.

     1.21  "Governmental  Authority"  means any  federal or  national,  state or
provincial, municipal or local government, governmental authority, regulatory or
administrative  agency,  governmental  commission,  department,  board,  bureau,

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agency or instrumentality,  political subdivision,  commission, court, tribunal,
official, arbitrator or arbitral body, in each case whether U.S. or non-U.S.

     1.22  "Indebtedness"  means any  obligation,  contingent or otherwise.  Any
obligation  secured  by a  Lien  on,  or  payable  out of the  proceeds  of,  or
production  from,   property  of  the  relevant  party  will  be  deemed  to  be
Indebtedness.

     1.23  "Indebtedness  for  Borrowed  Money"  means (a) all  Indebtedness  in
respect of money borrowed;  (b) all Indebtedness evidenced by a promissory note,
bond or similar written  obligation to pay money;  or (c) all such  Indebtedness
guaranteed  by the relevant  party or for which the relevant  party is otherwise
contingently liable.

     1.24   "Intellectual   Property"  means  all  industrial  and  intellectual
property,  including,  without limitation, all U.S. and non-U.S. patents, patent
applications,  patent rights,  trademarks,  trademark  applications,  common law
trademarks,  Internet  domain names,  trade names,  service marks,  service mark
applications,  common law service marks, and the goodwill associated  therewith,
copyrights,  in both  published and  unpublished  works,  whether  registered or
unregistered,  copyright applications,  franchises,  licenses,  know-how,  trade
secrets,  technical data, designs,  customer lists, confidential and proprietary
information,   processes  and  formulae,   all  computer  software  programs  or
applications,  layouts, inventions,  development tools and all documentation and
media  constituting,  describing  or relating to the above,  including  manuals,
memoranda,  and records,  whether such  intellectual  property has been created,
applied for or obtained anywhere throughout the world.

     1.25  "Laws"  means,  with  respect to any  Person,  any U.S.  or  non-U.S.
federal,   national,   state,  provincial,   local,  municipal,   international,
multinational or other law (including common law), constitution,  statute, code,
ordinance, rule, regulation or treaty applicable to such Person.

     1.26 "Lien" means any mortgage,  pledge,  security  interest,  encumbrance,
lien or charge of any kind, including,  without limitation, any conditional sale
or other  title  retention  agreement,  any lease in the nature  thereof and the
filing  of or  agreement  to give any  financing  statement  under  the  Uniform
Commercial Code of any  jurisdiction and including any lien or charge arising by
Law.

     1.27  "Material   Contract"  means  any  and  all  agreements,   contracts,
arrangements,  leases, commitments or otherwise, of the Company, of the type and
nature that the Company is required to file with the Commission.

     1.28  "Material  Adverse  Effect"  means,  when  used with  respect  to the
Company,  any  change,  effect or  circumstance  which,  individually  or in the
aggregate, would reasonably be expected to (a) have a material adverse effect on
the  business,  assets,  financial  condition  or results of  operations  of the
Company,  in each case taken as a whole or (b) materially  impair the ability of
the Company to perform their  obligations  under this  Agreement,  excluding any
change, effect or circumstance resulting from (i) the announcement,  pendency or
consummation of the transactions contemplated by this Agreement, (ii) changes in
the United  States  securities  markets  generally,  or (iii) changes in general
economic,   currency  exchange  rate,  political  or  regulatory  conditions  in
industries in which the Company, as the case may be, operate.

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     1.29  "Order"  means any  award,  decision,  injunction,  judgment,  order,
ruling,  subpoena,  or  verdict  entered,  issued,  made,  or  rendered  by  any
Governmental Authority.

     1.30   "Organizational   Documents"   means  the   Company's   articles  of
incorporation and by-laws and any and all amendments to any of the foregoing.

     1.31 "Permits" has the meaning set forth in Section 3.20.

     1.32  "Permitted  Liens"  means (a) Liens for Taxes not yet  payable  or in
respect  of which the  validity  thereof  is being  contested  in good  faith by
appropriate proceedings and for the payment of which the relevant party has made
adequate  reserves;  (b) Liens in respect of pledges or deposits under workmen's
compensation laws or similar  legislation,  carriers,  warehousemen,  mechanics,
laborers and materialmen  and similar Liens, if the obligations  secured by such
Liens  are  not  then  delinquent  or are  being  contested  in  good  faith  by
appropriate  proceedings  conducted  and for the  payment of which the  relevant
party has made adequate reserves;  (c) statutory Liens incidental to the conduct
of the business of the relevant party which were not incurred in connection with
the  borrowing of money or the  obtaining of advances or credits and that do not
in the aggregate materially detract from the value of its property or materially
impair the use  thereof in the  operation  of its  business;  and (d) Liens that
would not have a Material Adverse Effect.

1.33  "Person"  means  all  natural  persons,  corporations,   business  trusts,
associations,   companies,  partnerships,  limited  liability  companies,  joint
ventures and other entities, governments, agencies and political subdivisions.

     1.34  "Proceeding"   means  any  action,   arbitration,   audit,   hearing,
investigation,  litigation,  or suit (whether civil,  criminal,  administrative,
investigative,  or  informal)  commenced,  brought,  conducted,  or  heard by or
before, or otherwise involving, any Governmental Authority.

     1.35 "Purchase Price" has the meaning set forth in Section 2.2.

     1.36  "Regulation S" means  Regulation S under the  Securities  Act, as the
same  may be  amended  from  time to time,  or any  similar  rule or  regulation
hereafter adopted by the Commission.

     1.37 "Rule 144" means Rule 144 under the Securities Act, as the same may be
amended from time to time, or any successor statute.

     1.38  "Schedules"  means the several  schedules  referred to and identified
herein,  setting forth certain  disclosures,  exceptions and other  information,
data and documents referred to at various places throughout this Agreement.

     1.39 "SEC Documents" has the meaning set forth in Section 3.26.

     1.40  "Section  4(2)" means Section 4(2) under the  Securities  Act, as the
same may be amended from time to time, or any successor statute.

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     1.41 "Securities Act" means the Securities Act of 1933, as amended,  or any
similar  federal  statute,  and the  rules  and  regulations  of the  Commission
thereunder, all as the same will be in effect at the time.

     1.42 "Seller" has the meaning set forth in the preamble.

     1.43 "Shares" has the meaning set forth in the preamble.

     1.44  "Subsidiary"  means,  with respect to the Company,  any  corporation,
limited liability company, joint venture or partnership of which the Company (a)
beneficially owns, either directly or indirectly, more than 50% of (i) the total
combined voting power of all classes of voting  securities of such entity,  (ii)
the total combined equity  interests,  or (iii) the capital or profit interests,
in the  case of a  partnership;  or (b)  otherwise  has the  power to vote or to
direct the voting of  sufficient  securities to elect a majority of the board of
directors or similar governing body.

     1.45 "Taxes"  means all foreign,  federal,  state or local taxes,  charges,
fees, levies, imposts, duties and other assessments,  as applicable,  including,
but not limited to, any income,  alternative minimum or add-on, estimated, gross
income,  gross receipts,  sales, use, transfer,  transactions,  intangibles,  ad
valorem, value-added,  franchise, registration, title, license, capital, paid-up
capital,  profits,  withholding,  payroll,  employment,   unemployment,  excise,
severance,  stamp,  occupation,  premium,  real  property,  recording,  personal
property,  federal highway use, commercial rent, environmental  (including,  but
not limited to,  taxes  under  Section 59A of the Code) or windfall  profit tax,
custom,  duty or other tax,  governmental fee or other like assessment or charge
of any kind  whatsoever,  together with any interest,  penalties or additions to
tax with respect to any of the  foregoing;  and "Tax" means any of the foregoing
Taxes.

     1.46 "Tax Group" means any federal,  state, local or foreign  consolidated,
affiliated,  combined,  unitary or other  similar group of which the Acquiror is
now or was formerly a member.

     1.47 "Tax Return" means any return,  declaration,  report, claim for refund
or credit,  information  return,  statement or other similar document filed with
any  Governmental  Authority  with respect to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

     1.48   "Transaction   Documents"  means,   collectively,   all  agreements,
instruments  and other documents to be executed and delivered in connection with
the transactions contemplated by this Agreement.

     1.49 "U.S." means the United States of America.

     1.50 "U.S.  person"  has the meaning  set forth in  Regulation  S under the
Securities Act and set forth on Exhibit D hereto.

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                                   SECTION II
                                    CLOSING

     2.1  CLOSING.  The closing  ("Closing")  of the  transactions  contemplated
hereby will occur at the offices of Batcher  Zarcone & Baker,  LLP in San Diego,
California, on the date hereof (the "Closing Date").

     2.2 PURCHASE AND SALE;  PAYMENT. On the terms and subject to the conditions
of this  Agreement,  at the  Closing,  the Seller  shall sell,  convey,  assign,
transfer  and deliver to the Buyer,  free and clear of all Liens,  and the Buyer
will buy from the Seller, the Shares. The purchase price for the Shares shall be
U.S. $4,000 ("Purchase Price").  At the Closing,  the Seller will deliver to the
Buyer  certificates  representing  all the Shares,  duly  endorsed and medallion
guaranteed,  or accompanied by stock powers duly executed in the form acceptable
by the Company's transfer agent. At the Closing, the Buyer shall transfer to the
Seller by wire  transfer  or  certified  or official  bank check in  immediately
available funds an amount equal to the Purchase Price.

                                  SECTION III
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller hereby represents and warrants to the Buyer as follows:

     3.1 ORGANIZATION AND QUALIFICATION.  The Company is duly organized, validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
organization,  has all  requisite  authority  and power  (corporate  and other),
governmental  licenses,  authorizations,  consents and approvals to carry on its
business as presently  conducted and to own, hold and operate its properties and
assets as now owned,  held and operated by it, except where the failure to be so
organized,  existing and in good standing,  or to have such authority and power,
governmental  licenses,  authorizations,  consents or approvals would not have a
Material Adverse Effect. The Company is duly qualified, licensed or domesticated
as a foreign  corporation  in good  standing  in each  jurisdiction  wherein the
nature of its  activities or its properties  owned,  held or operated makes such
qualification, licensing or domestication necessary, except where the failure to
be so duly qualified,  licensed or  domesticated  and in good standing would not
have a Material  Adverse  Effect.  Schedule  3.1 sets forth a true,  correct and
complete  list of the  Company's  jurisdiction  of  organization  and each other
jurisdiction in which the Company presently conducts its business or owns, holds
and operates its properties and assets.

     3.2  SUBSIDIARIES.  The Company does not own,  directly or indirectly,  any
equity  or other  ownership  interest  in any  corporation,  partnership,  joint
venture or other entity or enterprise.

     3.3  ORGANIZATIONAL  DOCUMENTS.  True,  correct and complete  copies of the
Organizational Documents have been delivered to the Buyer prior to the execution
of this  Agreement,  and no  action  has been  taken to  amend  or  repeal  such
Organizational  Documents.  The Company is not in  violation or breach of any of
the provisions of its  Organizational  Documents,  except for such violations or
breaches as would not have a Material Adverse Effect.

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     3.4  AUTHORIZATION.  The  Seller  has all  requisite  authority  and  power
(corporate  and other),  governmental  licenses,  authorizations,  consents  and
approvals to enter into this Agreement and each of the Transaction  Documents to
which the Seller is a party, to consummate the transactions contemplated by this
Agreement and each of the  Transaction  Documents to which the Seller is a party
and to perform its obligations  under this Agreement and each of the Transaction
Documents  to  which  the  Seller  is  a  party.  The  execution,  delivery  and
performance  by the  Seller  of  this  Agreement  and  each  of the  Transaction
Documents  to which the Seller is a party  requires no  authorization,  consent,
approval,  license, exemption of or filing or registration with any Governmental
Authority or other Person.

     3.5 NO  VIOLATION.  Neither the execution or delivery by the Seller of this
Agreement or any  Transaction  Document to which the Seller is a party,  nor the
consummation  or  performance  by the  Seller of the  transactions  contemplated
hereby or thereby will, directly or indirectly,  (a) contravene,  conflict with,
or result in a violation of any provision of the Organizational Documents of the
Company;  (b)  contravene,  conflict with,  constitute a default (or an event or
condition  which,  with  notice  or lapse of time or both,  would  constitute  a
default) under,  or result in the  termination or acceleration  of, or result in
the  imposition  or creation of any Lien under,  any  agreement or instrument to
which the Company is a party or by which the properties or assets of the Company
are bound;  (c) contravene,  conflict with, or result in a violation of, any Law
or Order to which the Company,  or any of the properties or assets owned or used
by the Company, may be subject; or (d) contravene, conflict with, or result in a
violation of, the terms or requirements of, or give any  Governmental  Authority
the right to  revoke,  withdraw,  suspend,  cancel,  terminate  or  modify,  any
licenses, permits, authorizations, approvals, franchises or other rights held by
the  Company  or  that  otherwise  relate  to  the  business  of,  or any of the
properties  or assets  owned or used by,  the  Company,  except,  in the case of
clause (b), (c), or (d), for any such contraventions,  conflicts, violations, or
other occurrences as would not have a Material Adverse Effect.

     3.6  BINDING  OBLIGATIONS.  Assuming  this  Agreement  and the  Transaction
Documents have been duly and validly  authorized,  executed and delivered by the
parties  thereto other than the Seller,  this  Agreement has been, and as of the
Closing  each of the  Transaction  Documents to which the Seller is a party will
be, duly  authorized,  executed and delivered by the Seller and  constitutes  or
will constitute, as the case may be, the legal, valid and binding obligations of
the Seller,  enforceable  against the Seller in accordance with their respective
terms, except as such enforcement is limited by general equitable principles, or
by bankruptcy,  insolvency  and other similar Laws affecting the  enforcement of
creditors rights generally.

     3.7 OWNERSHIP OF SHARES.  The Seller is the sole lawful owner of record and
beneficially  of, and has good and  marketable  title to, the Shares.  The sale,
transfer,  assignment and delivery of the Shares by the Seller  pursuant to this
Agreement  is, and will  transfer  to the Buyer good and  marketable  record and
beneficial  title  thereto,  free and  clear  of all  pledges,  liens,  security
interests,  encumbrances,  equities,  claims  and  other  charges  of  any  kind
whatsoever.

     3.8 CAPITALIZATION AND RELATED MATTERS.

          3.8.1  CAPITALIZATION.  The  authorized  capital  stock of the Company
consists of  75,000,000  shares of Common  Stock,  of which  302,000  shares are
issued and  outstanding.  All issued and outstanding  shares of the Common Stock

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are duly authorized, validly issued, fully paid and nonassessable,  and have not
been  issued  in  violation  of any  preemptive  or  similar  rights.  Except as
disclosed in Schedule  3.8.1 or the SEC  Documents,  there are no outstanding or
authorized options,  warrants,  purchase agreements,  participation  agreements,
subscription rights,  conversion rights,  exchange rights or other securities or
contracts  that could require the Company to issue,  sell or otherwise  cause to
become outstanding any of its authorized but unissued shares of capital stock or
any securities convertible into,  exchangeable for or carrying a right or option
to purchase  shares of capital  stock or to create,  authorize,  issue,  sell or
otherwise cause to become  outstanding any new class of capital stock. There are
no  outstanding  stockholders'   agreements,   voting  trusts  or  arrangements,
registration  rights  agreements,  rights of first  refusal  or other  contracts
pertaining  to the  capital  stock of the  Company.  The  issuance of all of the
shares of Common Stock  described in this Section  3.8.1 have been in compliance
with U.S. federal and state securities laws.

          3.8.2 NO  REDEMPTION  REQUIREMENTS.  Except as set  forth in  Schedule
3.8.2 or in the SEC Documents,  there are no outstanding contractual obligations
(contingent  or  otherwise)  of the  Company  to retire,  repurchase,  redeem or
otherwise acquire any outstanding shares of capital stock of, or other ownership
interests in, the Company or to provide funds to or make any  investment (in the
form of a loan, capital contribution or otherwise) in any other Person.

          3.8.3  DULY  AUTHORIZED.  The  issuance  of the  Shares  has been duly
authorized  and,  upon  delivery  to  the  Buyer  of  certificates  therefor  in
accordance with the terms of this  Agreement,  the Shares will have been validly
issued and fully paid, and will be nonassessable,  have the rights,  preferences
and privileges specified, will be free of preemptive rights and will be free and
clear of all Liens and  restrictions,  other than Liens created by the Buyer and
restrictions on transfer imposed by this Agreement and the Securities Act.

     3.9  COMPLIANCE  WITH  LAWS.  Except as would not have a  Material  Adverse
Effect,  the  business  and  operations  of the  Company  has  been and is being
conducted in accordance with all applicable Laws and Orders. Except as would not
have a Material  Adverse  Effect,  the  Company has not  received  notice of any
violation (or any  Proceeding  involving an allegation of any  violation) of any
applicable Law or Order by or affecting the Company and, to the knowledge of the
Seller, no Proceeding involving an allegation of violation of any applicable Law
or Order is threatened or contemplated.

     3.10  CERTAIN  PROCEEDINGS.  There is no pending  Proceeding  that has been
commenced  against the Company  and that  challenges,  or may have the effect of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
transactions  contemplated by this Agreement. To the knowledge of the Seller, no
such Proceeding has been threatened.

     3.11 NO BROKERS OR FINDERS. Except as disclosed in Schedule 3.11, no Person
has, or as a result of the transactions contemplated herein will have, any right
or valid claim against the Company for any commission, fee or other compensation
as a finder or broker, or in any similar capacity, and the Seller will indemnify
and hold the Buyer harmless  against any liability or expense arising out of, or
in connection with, any such claim.

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     3.12 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Except as set forth on Schedule
3.12 or in the SEC Documents,  the Company has no debt,  obligation or liability
(whether accrued, absolute, contingent,  liquidated or otherwise, whether due or
to  become  due,  whether  or not  known  to  the  Company)  arising  out of any
transaction entered into at or prior to the Closing or any act or omission at or
prior to the Closing,  except to the extent set forth on or reserved  against on
the Balance  Sheet.  Except as set forth on Schedule  3.12,  the Company has not
incurred any liabilities or obligations  under  agreements  entered into, in the
usual and ordinary course of business since [date of last 10-Q].

     3.13 CHANGES. Except as set forth on Schedule 3.13 or in the SEC Documents,
the Company has not, since December 21, 2007:

          3.13.1 ORDINARY COURSE OF BUSINESS.  Conducted its business or entered
into any  transaction  other than in the usual and ordinary  course of business,
except for this Agreement and the Agreement to Purchase Oil and Gas Leases dated
June 25 2008.

          3.13.2  ADVERSE  CHANGES.  Suffered or  experienced  any change in, or
affecting,   its  condition  (financial  or  otherwise),   properties,   assets,
liabilities, business, operations, results of operations or prospects other than
changes,  events or conditions in the usual and ordinary course of its business,
none of which would have a Material Adverse Effect;

          3.13.3  LOANS.  Made any loans or  advances  to any Person  other than
travel advances and  reimbursement  of expenses made to employees,  officers and
directors in the ordinary course of business;

          3.13.4  LIENS.  Created or permitted to exist any Lien on any material
property or asset of the Acquiror Companies, other than Permitted Liens;

          3.13.5  CAPITAL  STOCK.  Except  for  2,538,000  issued  to Mr.  James
Fitzsimons on June 25, 2008,  the Company has not issued,  sold,  disposed of or
encumbered,  or authorized the issuance, sale, disposition or encumbrance of, or
granted or issued any option to acquire any shares of its  capital  stock or any
other of its  securities or any Equity  Security,  or altered the term of any of
its  outstanding  securities  or made any  change in its  outstanding  shares of
capital  stock or its  capitalization,  whether  by reason of  reclassification,
recapitalization,  stock split, combination, exchange or readjustment of shares,
stock dividend or otherwise;

          3.13.6  DIVIDENDS.  Declared,  set aside, made or paid any dividend or
other distribution to any of its stockholders;

          3.13.7  MATERIAL  CONTRACTS.   Terminated  or  modified  any  Material
Contract,  except for  termination  upon expiration in accordance with the terms
thereof;

          3.13.8  CLAIMS.  Released,  waived or  cancelled  any claims or rights
relating to or  affecting  the Company in excess of $10,000 in the  aggregate or
instituted  or  settled  any  Proceeding  involving  in excess of $10,000 in the
aggregate;

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          3.13.9  DISCHARGED  LIABILITIES.  Paid,  discharged  or satisfied  any
claim, obligation or liability in excess of $10,000 in the aggregate, except for
liabilities  incurred prior to the date of this Agreement in the ordinary course
of business;

          3.13.10  INDEBTEDNESS.  Except  for  the  indebtedness  to  Mr.  James
Fitzsimons  in the amount of  $521,500  on June 25,  2008,  the  Company has not
created,  incurred,  assumed or otherwise  become liable for any Indebtedness in
excess of $10,000 in the aggregate;

          3.13.11  GUARANTEES.  Guaranteed or endorsed in a material  amount any
obligation or net worth of any Person;

          3.13.12  ACQUISITIONS.  Acquired the capital stock or other securities
or any ownership  interest in, or substantially  all of the assets of, any other
Person;

          3.13.13 ACCOUNTING. Changed its method of accounting or the accounting
principles or practices utilized in the preparation of its financial statements,
other than as required by GAAP;

          3.13.14 AGREEMENTS.  Except as set forth on Schedule 4.13.14 or in the
SEC Documents,  entered into any agreement, or otherwise obligated itself, to do
any of the foregoing.

     3.14 MATERIAL CONTRACTS. Except to the extent filed with the SEC Documents,
the Seller has made available to the Buyer, prior to the date of this Agreement,
true, correct and complete copies of each written Material  Contract,  including
each amendment, supplement and modification thereto.

          3.14.1 NO  DEFAULTS.  Each  Material  Contract  is a valid and binding
agreement of the Company,  and is in full force and effect.  Except as would not
have a Material  Adverse Effect,  the Company is not in breach or default of any
Material Contract to which it is a party and, to the knowledge of the Seller, no
other party to any Material Contract is in breach or default thereof.  Except as
would not have a Material Adverse Effect,  no event has occurred or circumstance
exists  that (with or  without  notice or lapse of time)  would (a)  contravene,
conflict  with or result in a  violation  or breach  of, or become a default  or
event of default under, any provision of any Material Contract or (b) permit the
Company  or any other  Person the right to  declare a default  or  exercise  any
remedy under,  or to accelerate  the maturity or  performance  of, or to cancel,
terminate or modify any Material  Contract.  The Company has not received notice
of the pending or  threatened  cancellation,  revocation or  termination  of any
Material  Contract to which it is a party.  There are no  renegotiations  of, or
attempts to renegotiate, or outstanding rights to renegotiate any material terms
of any Material Contract.

     3.15 EMPLOYEES.

          3.15.1  Except as set forth on  Schedule  3.15.1,  the  Company has no
employees,  independent contractors or other Persons providing research or other
services  to them.  Except  as would not have a  Material  Adverse  Effect,  the
Company is in full compliance with all Laws regarding employment,  wages, hours,
benefits,  equal  opportunity,  collective  bargaining,  the  payment  of Social
Security and other taxes,  occupational safety and health and plant closing. The

                                       10
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Company is not  liable for the  payment  of any  compensation,  damages,  taxes,
fines,  penalties or other amounts,  however  designated,  for failure to comply
with any of the foregoing Laws.

          3.15.2 No director,  officer or employee of the Company is a party to,
or  is  otherwise  bound  by,  any  contract  (including  any   confidentiality,
noncompetition  or proprietary  rights  agreement) with any other Person that in
any way adversely  affects or will materially  affect (a) the performance of his
or her duties as a  director,  officer  or  employee  of the  Company or (b) the
ability of the Company to conduct its business.  Except as set forth on Schedule
3.15.2,  each  employee of the  Company is employed on an at-will  basis and the
Company has no contracts  with any of its employees  which would  interfere with
the Company's ability to discharge its employees.

     3.16 TAX RETURNS AND AUDITS.

          3.16.1 TAX RETURNS.  Except as set forth on Schedule  3.16.1,  (a) all
material  Tax Returns  required to be filed by or on behalf of the Company  have
been timely  filed and all such Tax  Returns  were (at the time they were filed)
and are true,  correct and complete in all material  respects;  (b) all material
Taxes of the Company required to have been paid (whether or not reflected on any
Tax  Return)  have been fully and timely  paid,  except  those  Taxes  which are
presently being contested in good faith or for which an adequate reserve for the
payment of such Taxes has been  established on the Balance Sheet; (c) no waivers
of statutes  of  limitation  have been given or  requested  with  respect to the
Company in connection with any Tax Returns  covering the Company or with respect
to any Taxes  payable by it; (d) no  Governmental  Authority  in a  jurisdiction
where the  Company  does not file Tax  Returns  has made a claim,  assertion  or
threat to the Company  that the Company is or may be subject to taxation by such
jurisdiction;  (e) the Company has duly and timely  collected or withheld,  paid
over and reported to the appropriate Governmental Authority all amounts required
to be so collected or withheld for all periods under all  applicable  laws;  (f)
there are no Liens with  respect to Taxes on the  Company's  property  or assets
other than Permitted Liens; (g) there are no Tax rulings,  requests for rulings,
or closing  agreements  relating  to the Company for any period (or portion of a
period)  that  would  affect  any  period  after  the date  hereof;  and (h) any
adjustment  of Taxes of the  Company  made by a  Governmental  Authority  in any
examination  that the Company is required  to report to the  appropriate  state,
local or foreign taxing authorities has been reported,  and any additional Taxes
due with respect thereto have been paid.

          3.16.2 NO ADJUSTMENTS, CHANGES. The Company has not, nor has any other
Person on behalf of the Company (a) executed or entered into a closing agreement
pursuant to Section 7121 of the Code or any predecessor provision thereof or any
similar  provision  of  state,  local or  foreign  law;  or (b)  agreed to or is
required to make any  adjustments  pursuant to Section 481(a) of the Code or any
similar provision of state, local or foreign law.

          3.16.3  NO  DISPUTES.   There  is  no  pending   audit,   examination,
investigation,  dispute,  proceeding  or claim with  respect to any Taxes of the
Company,  nor is any such claim or dispute pending or contemplated.  The Company
has delivered to the Buyer true, correct and complete copies of all Tax Returns,
examination reports and statements of deficiencies  assessed or asserted against

                                       11
<PAGE>
or agreed to by the Company since their inception and any and all correspondence
with respect to the foregoing.

          3.16.4 NOT A U.S. REAL PROPERTY  HOLDING  CORPORATION.  The Company is
not and has not been a United States real property  holding  corporation  within
the meaning of Section  897(c)(2) of the Code at any time during the  applicable
period specified in Section 897(c)(1)(A)(ii) of the Code.

          3.16.5 NO TAX ALLOCATION,  SHARING.  The Company is not a party to any
Tax allocation or sharing agreement. Other than with respect to the Tax Group of
which the Company is the common parent, the Company has not (a) been a member of
a Tax Group filing a  consolidated  income Tax Return under  Section 1501 of the
Code (or any similar  provision of state,  local or foreign law), and has no (b)
liability for Taxes for any Person under Treasury  Regulations  Section 1.1502-6
(or any similar  provision of state,  local or foreign  law) as a transferee  or
successor, by contract or otherwise.

          3.16.6  NO  OTHER  ARRANGEMENTS.  The  Company  is not a party  to any
agreement,  contract or arrangement for services that would result, individually
or in the  aggregate,  in the payment of any amount that would not be deductible
by  reason  of  Section  162(m),  280G or 404 of the Code.  The  Company  is not
"consenting  corporations" within the meaning of Section 341(f) of the Code. The
Company does not have any "tax-exempt bond financed property" or "tax-exempt use
property" within the meaning of Section 168(g) or (h), respectively of the Code.
The Company has no outstanding  closing agreement,  ruling request,  request for
consent to change a method of accounting, subpoena or request for information to
or from a Governmental  Authority in connection with any Tax matter.  During the
last two years, the Company has not engaged in any exchange with a related party
(within  the meaning of Section  1031(f) of the Code) under which gain  realized
was not  recognized by reason of Section 1031 of the Code.  The Company is not a
party to any reportable  transaction  within the meaning of Treasury  Regulation
Section 1.6011-4.

     3.17 MATERIAL ASSETS. The financial  statements of the Company set forth in
the SEC Documents reflect the material properties and assets (real and personal)
owned or leased by the Company.

     3.18 INSURANCE COVERAGE.  The Seller has made available to the Buyer, prior
to the  date of  this  Agreement,  true,  correct  and  complete  copies  of all
insurance  policies  maintained  by the  Company on its  properties  and assets.
Except as would not have a Material  Adverse  Effect,  all of such  policies (a)
taken together,  provide adequate insurance coverage for the properties,  assets
and operations of the Company for all risks normally insured against by a Person
carrying  on the  same  business  as the  Company,  and (b) are  sufficient  for
compliance with all applicable Laws and Material Contracts.  Except as would not
have a Material Adverse Effect, all of such policies are valid,  outstanding and
in full force and effect  and, by their  express  terms,  will  continue in full
force and effect following the consummation of the transactions  contemplated by
this  Agreement.  Except as set forth on  Schedule  3.18,  the  Company  has not
received  (a) any  refusal  of  coverage  or any notice  that a defense  will be
afforded with  reservation of rights,  or (b) any notice of  cancellation or any
other  indication that any insurance policy is no longer in full force or effect
or will not be renewed  or that the issuer of any policy is not  willing or able

                                       12
<PAGE>
to perform  its  obligations  thereunder.  All  premiums  due on such  insurance
policies  on or prior to the date  hereof  have been paid.  There are no pending
claims with  respect to the Company or its  properties  or assets under any such
insurance  policies,  and there are no  claims  as to which  the  insurers  have
notified  the Company that they intend to deny  liability.  There is no existing
default under any such insurance policies.

     3.19 LITIGATION;  ORDERS. Except as set forth on Schedule 3.19, there is no
Proceeding  (whether  federal,  state,  local or  foreign)  pending  or,  to the
knowledge of the  Company,  threatened  against or affecting  the Company or the
Company's  properties,  assets,  business or employees.  To the knowledge of the
Seller,  there is no fact  that  might  result in or form the basis for any such
Proceeding. The Company is not subject to any Orders.

     3.20  LICENSES.  Except as would not have a Material  Adverse  Effect,  the
Company  possesses  from the  appropriate  Governmental  Authority all licenses,
permits, authorizations, approvals, franchises and rights that are necessary for
the Company to engage in its business as currently  conducted  and to permit the
Company  to own and use its  properties  and  assets  in the  manner in which it
currently owns and uses such  properties and assets  (collectively,  "Permits").
The Company has not  received  notice from any  Governmental  Authority or other
Person  that there is lacking  any  license,  permit,  authorization,  approval,
franchise  or right  necessary  for the  Company  to engage in its  business  as
currently  conducted and to permit the Company to own and use its properties and
assets in the manner in which it  currently  owns and uses such  properties  and
assets.  Except as would not have a Material  Adverse  Effect,  the  Permits are
valid and in full force and effect.  Except as would not have a Material Adverse
Effect,  no event has occurred or circumstance  exists that may (with or without
notice or lapse of time): (a) constitute or result, directly or indirectly, in a
violation of or a failure to comply with any Permit; or (b) result,  directly or
indirectly,  in  the  revocation,   withdrawal,   suspension,   cancellation  or
termination of, or any modification to, any Permit. The Company has not received
notice from any Governmental  Authority or any other Person  regarding:  (a) any
actual,  alleged,  possible or potential contravention of any Permit; or (b) any
actual,  proposed,  possible or potential  revocation,  withdrawal,  suspension,
cancellation,  termination of, or modification to, any Permit.  All applications
required to have been filed for the renewal of such Permits have been duly filed
on a timely basis with the appropriate  Persons,  and all other filings required
to have been made with  respect to such  Permits have been duly made on a timely
basis with the appropriate  Persons. All Permits are renewable by their terms or
in the ordinary  course of business  without the need to comply with any special
qualification  procedures  or to pay any  amounts  other  than  routine  fees or
similar charges, all of which have, to the extent due, been duly paid.

     3.21 INTERESTED PARTY  TRANSACTIONS.  Except as disclosed in Schedule 3.21,
no  officer,  director  or  stockholder  of  the  Company  or any  Affiliate  or
"associate"  (as such term is  defined in Rule 405 of the  Commission  under the
Securities  Act)  of any  such  Person,  has  or has  had,  either  directly  or
indirectly,  (1) an interest in any Person which (a) furnishes or sells services
or products  which are furnished or sold or are proposed to be furnished or sold
by the Company,  or (b) purchases  from or sells or furnishes to, or proposes to
purchase  from,  sell to or furnish the Company any goods or services;  or (2) a
beneficial interest in any contract or agreement to which the Company is a party
or by which it may be bound or affected.

                                       13
<PAGE>
     3.22 GOVERNMENTAL INQUIRIES. The Seller has provided to the Buyer a copy of
each material  written  inspection  report,  questionnaire,  inquiry,  demand or
request for information received by the Company from (and the Company's response
thereto), and each material written statement, report or other document filed by
the Company with, any Governmental Authority. [PLEASE PROVIDE SUCH DOCUMENTS, IF
ANY]

     3.23 BANK  ACCOUNTS AND SAFE DEPOSIT  BOXES.  Schedule  3.23  discloses the
title and number of each bank or other  deposit or financial  account,  and each
lock box and safety deposit box used by the Company,  the financial  institution
at  which  that  account  or box is  maintained  and the  names  of the  persons
authorized  to draw against the account or otherwise  have access to the account
or box, as the case may be.

     3.24  INTELLECTUAL  PROPERTY.  The Company does not own, use or license any
Intellectual Property in its business as presently conducted.

     3.25  TITLE TO AND  CONDITION  OF  PROPERTIES.  Except  as would not have a
Material Adverse Effect, the Company owns (with good and marketable title in the
case of real  property)  or holds under valid  leases or other rights to use all
real  property,  plants,  machinery,   equipment  and  other  personal  property
necessary for the conduct of its business as presently conducted, free and clear
of all Liens, except Permitted Liens. The material buildings,  plants, machinery
and  equipment  necessary  for the  conduct of the  business  of the  Company as
presently  conducted are structurally sound, are in good operating condition and
repair and are  adequate  for the uses to which they are being put,  and none of
such  buildings,  plants,  machinery or equipment is in need of  maintenance  or
repairs,  except for  ordinary,  routine  maintenance  and repairs  that are not
material in nature or cost.

     3.26 SEC DOCUMENTS;  FINANCIAL STATEMENTS.  Except as set forth on Schedule
3.26,  the Company  has filed all  reports  required to be filed by it under the
Exchange  Act,  including  pursuant to Section 13(a) or 15(d)  thereof,  for the
three years  preceding  the date hereof (or such shorter  period as the Acquiror
was  required  by law to file such  material)  (the  foregoing  materials  being
collectively  referred to herein as the "SEC  Documents") and has filed any such
SEC  Documents  prior  to the  expiration  of any  such  extension.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the  Securities  Act and the  Exchange  Act and the  rules  and
regulations  of the  Commission  promulgated  thereunder,  and  none  of the SEC
Documents,  when filed,  contained  any untrue  statement of a material  fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statement therein,  in light of the circumstances  under which
they were made, not misleading.  All material agreements to which the Company is
a party or to which the  property or assets of the Company are subject have been
appropriately  filed  as  exhibits  to the SEC  Documents  as and to the  extent
required  under the  Exchange  Act.  The  financial  statements  of the  Company
included in the SEC Documents  comply in all material  respects with  applicable
accounting  requirement  and the rules and  regulations of the  Commission  with
respect thereto as in effect at the time of filing,  were prepared in accordance
with GAAP applied on a consistent  basis during the periods  involved (except as
may be indicated in the notes thereto,  or, in the case of unaudited  statements
as permitted by Form 10-Q of the Commission), and fairly present in all material
respects  (subject in the case of  unaudited  statements,  to normal,  recurring
audit  adjustments)  the  financial  position  of the  Acquiror  as at the dates
thereof and the results of its  operations  and cash flows for the periods  then

                                       14
<PAGE>
ended.  The Common Stock is quoted on the OTC Bulletin Board,  and the Seller is
not  aware of any  facts  which  would  make the  Common  Stock  ineligible  for
quotation on the OTC Bulletin Board.

     3.27 STOCK OPTION PLANS; EMPLOYEE BENEFITS.

          3.27.1 Set forth on  Schedule  3.27.1 is a complete  list of all stock
option  plans  providing  for the  grant  by the  Company  of stock  options  to
directors,  officers or employees.  Except as disclosed on Schedule 3.27.1,  all
such stock option plans are Approved Plans.

          3.27.2 The  Company  has no  employee  benefit  plans or  arrangements
covering  their  present  and former  employees  or  providing  benefits to such
persons in respect of services provided the Company.

          3.27.3  Neither  the  consummation  of the  transactions  contemplated
hereby  alone,  nor in  combination  with  another  event,  with respect to each
director,  officer,  employee and consultant of the Company,  will result in (a)
any payment (including, without limitation, severance, unemployment compensation
or bonus payments) becoming due from the Company, (b) any increase in the amount
of  compensation  or  benefits  payable  to  any  such  individual  or  (c)  any
acceleration of the vesting or timing of payment of compensation  payable to any
such  individual.  No agreement,  arrangement  or other  contract of the Company
provides benefits or payments  contingent upon,  triggered by, or increased as a
result of a change in the ownership or effective control of the Company.

     3.28 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on Schedule 3.28
or in the SEC Documents and except as would not have a Material Adverse Effect:

          3.28.1 The Company has at all time been and is in compliance  with all
Environmental Laws applicable to the Company.

          3.28.2  There are no  Proceedings  pending or  threatened  against the
Company alleging the violation of any Environmental Law or Environmental  Permit
applicable  to the  Company  or  alleging  that  the  Company  is a  potentially
responsible party for any environmental site contamination.

          3.28.3 Neither this Agreement nor the consummation of the transactions
contemplated  by this Agreement shall impose any obligations to notify or obtain
the  consent  of  any   Governmental   Authority  or  third  Persons  under  any
Environmental Laws applicable to any Acquiror Company.

     3.29 MONEY LAUNDERING LAWS. The operations of the Company are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970,  as  amended,  the money  laundering  statutes  of all U.S.  and  non-U.S.
jurisdictions,  the rules and regulations  thereunder and any related or similar
rules,  regulations  or  guidelines,  issued,  administered  or  enforced by any
Governmental  Authority  (collectively,  the  "Money  Laundering  Laws")  and no
Proceeding  involving any Acquiror  Company with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.

                                       15
<PAGE>
                                   SECTION IV
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

     4.1 GENERALLY. The Buyer hereby represents and warrants to the Seller:

          4.1.1 STATUS. By its execution of this Agreement, the Buyer represents
and warrants to the Seller as indicated on its signature page to this Agreement,
either that:

          (a)  it is an Accredited Investor; or

          (b)  it is not a U.S. person.

The Buyer understands that the Shares are being offered and sold to the Buyer in
reliance  upon  the  truth  and  accuracy  of the  representations,  warranties,
agreements,  acknowledgments  and  understandings of the Buyer set forth in this
Agreement,  in  order  that the  Seller  may  determine  the  applicability  and
availability  of the  exemptions  from  registration  of the Shares on which the
Seller is relying.

          4.1.2   ADDITIONAL   REPRESENTATIONS   AND  WARRANTIES  OF  ACCREDITED
INVESTORS.   If  an   Accredited   Investor,   the  Buyer   further   makes  the
representations and warranties to the Seller set forth on Exhibit B.

          4.1.3 ADDITIONAL  REPRESENTATIONS AND WARRANTIES OF NON-U.S.  PERSONS.
If not a U.S. person, the Buyer further makes the representations and warranties
to the Seller set forth on Exhibit C.

          4.1.4  STOCK  LEGENDS.  The Buyer  hereby  agrees  with the  Seller as
follows:

          (A)  SECURITIES  ACT LEGEND - ACCREDITED  INVESTORS.  If an Accredited
     Investor,  the certificates  evidencing the Shares issued to the Buyer, and
     each  certificate  issued in  transfer  thereof,  will  bear the  following
     legend:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "ACT"),  OR ANY STATE
     SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
     OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED  EXCEPT (1)
     PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT
     AND  APPLICABLE  STATE  SECURITIES  LAWS OR (2)  PURSUANT  TO AN  AVAILABLE
     EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND
     APPLICABLE  STATE  SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO
     SUCH TRANSFER,  FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL
     AND  OPINION  ARE  REASONABLY   SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH
     SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
     IN THE MANNER  CONTEMPLATED  PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM THE

                                       16
<PAGE>
     REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  APPLICABLE  STATE
     SECURITIES LAWS.

          (B) SECURITIES ACT LEGEND - NON-U.S.  PERSONS.  If not a U.S.  person,
     the  certificates  evidencing  the  Shares  issued to the  Buyer,  and each
     certificate issued in transfer thereof, will bear the following legend:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "ACT"),  OR ANY STATE
     SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
     OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR OTHERWISE  TRANSFERRED EXCEPT (1) IN
     ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION  S  PROMULGATED  UNDER THE
     SECURITIES  ACT,  AND BASED ON AN OPINION OF  COUNSEL,  WHICH  COUNSEL  AND
     OPINION ARE REASONABLY  SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF
     REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR
     (3) PURSUANT TO AN AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
     OF THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS, IN WHICH CASE
     THE HOLDER MUST, PRIOR TO SUCH TRANSFER,  FURNISH TO THE COMPANY AN OPINION
     OF COUNSEL,  WHICH COUNSEL AND OPINION ARE REASONABLY  SATISFACTORY  TO THE
     COMPANY,  THAT SUCH SECURITIES MAY BE OFFERED,  SOLD, PLEDGED,  ASSIGNED OR
     OTHERWISE  TRANSFERRED IN THE MANNER CONTEMPLATED  PURSUANT TO AN AVAILABLE
     EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND
     APPLICABLE  STATE  SECURITIES  LAWS.  HEDGING  TRANSACTIONS  INVOLVING  THE
     SECURITIES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN
     COMPLIANCE WITH THE SECURITIES ACT.

          (C) OTHER LEGENDS. The certificates  representing the Shares, and each
     certificate  issued in transfer  thereof,  will also bear any other  legend
     required under any applicable Law, including,  without limitation, any U.S.
     state corporate and state securities law, or contract.

          (D)  OPINION.  The Buyer  will not  transfer  any or all of the Shares
     pursuant to  Regulation  S or absent an  effective  registration  statement
     under the Securities Act and applicable  state  securities law covering the
     disposition  of the Shares,  without  first  providing  the Company with an
     opinion of counsel (which  counsel and opinion are reasonably  satisfactory
     to the Company) to the effect that such transfer will be made in compliance
     with  Regulation  S or  will  be  exempt  from  the  registration  and  the
     prospectus delivery requirements of the Securities Act and the registration
     or qualification requirements of any applicable U.S. state securities laws.

                                       17
<PAGE>
          (E) CONSENT.  The Buyer  understands and acknowledges that the Company
     may refuse to transfer  the  Shares,  unless the Buyer  complies  with this
     Section 3.1.3 and any other  restrictions on  transferability  set forth in
     Exhibits B and C. The Buyer  consents to the  Company  making a notation on
     its  records or giving  instructions  to any  transfer  agent of the Common
     Stock in order to implement the restrictions on transfer of the Shares.

                                   SECTION V
                            INDEMNIFICATION; REMEDIES

     5.1 SURVIVAL. All representations,  warranties,  covenants, and obligations
in this Agreement shall survive the Closing and expire on the sixth  anniversary
of the Closing. The right to indemnification, payment of Damages or other remedy
based on such representations,  warranties,  covenants, and obligations will not
be affected  by any  investigation  conducted  with  respect to the  accuracy or
inaccuracy of or compliance with, any such representation,  warranty,  covenant,
or  obligation.  The  waiver  of any  condition  based  on the  accuracy  of any
representation  or warranty,  or on the  performance  of or compliance  with any
covenant or obligation, will not affect the right to indemnification, payment of
Damages, or other remedy based on such representations,  warranties,  covenants,
and obligations.

     5.2  INDEMNIFICATION BY THE SELLER.  With respect to those  representations
and  warranties  made by Seller in Sections  3.1, 3.3, 3.7, 3.8 and 3.26 of this
Agreement,  for a period  of eight (8) weeks  from and  after the  Closing,  the
Seller shall  indemnify and hold harmless the Buyer (the  "Indemnified  Party"),
from and  against  any  damages  arising,  directly  or  indirectly,  from or in
connection with ("Damages") any breach of any such  representation  and warranty
made by Seller in the above referenced sections of this Agreement.

     5.3 LIMITATIONS ON AMOUNT - THE SELLER.  The Indemnified Party shall not be
entitled to aggregate  indemnification  pursuant to Section 5.2 in excess of the
amount of the Purchase Price.

     5.4 BREACH BY THE SELLER. Nothing in this Section 5 shall limit the Buyer's
right to pursue any  appropriate  legal or equitable  remedy  against the Seller
with  respect  to any  Damages  arising,  directly  or  indirectly,  from  or in
connection with any breach by the Seller of any  representation or warranty made
by the Seller in this  Agreement or in any  certificate  delivered by the Seller
pursuant to this Agreement.

                                   SECTION VI
                               GENERAL PROVISIONS

     6.1 EXPENSES.  Except as otherwise  expressly  provided in this  Agreement,
each party to this  Agreement  will bear its  respective  expenses  incurred  in
connection with the  preparation,  execution,  and performance of this Agreement
and the  transactions  contemplated  by this  Agreement,  including all fees and
expenses of agents,  representatives,  counsel, and accountants. In the event of
termination  of this  Agreement,  the  obligation  of each  party to pay its own

                                       18
<PAGE>
expenses  will be subject to any rights of such party  arising  from a breach of
this Agreement by another party.

     6.2 CONFIDENTIALITY.

          6.2.1  Subsequent  to the date of this  Agreement,  the  Buyer and the
Seller will maintain in  confidence,  any written,  oral,  or other  information
obtained in confidence  from another party in connection  with this Agreement or
the transactions contemplated by this Agreement,  unless (a) such information is
already known to such party or to others not bound by a duty of  confidentiality
or such information  becomes publicly  available through no fault of such party,
(b) the use of such  information  is  necessary  or  appropriate  in making  any
required  filing  with the  Commission,  or  obtaining  any  consent or approval
required  for  the  consummation  of  the  transactions   contemplated  by  this
Agreement,  or (c) the  furnishing or use of such  information is required by or
necessary or appropriate in connection with legal proceedings.

          6.2.2  In the  event  that any  party  is  required  to  disclose  any
information of another party pursuant to clause (b) or (c) of Section 6.2.1, the
party  requested or required to make the  disclosure  (the  "Disclosing  Party")
shall provide the party that provided such information  (the "Providing  Party")
with prompt notice of any such  requirement so that the providing party may seek
a protective order or other appropriate  remedy and/or waive compliance with the
provisions of this Section  6.2.2.  If, in the absence of a protective  order or
other remedy or the receipt of a waiver by the Providing  Party,  the Disclosing
Party is nonetheless,  in the opinion of counsel,  legally compelled to disclose
the  information  of the Providing  Party,  the  Disclosing  Party may,  without
liability  hereunder,  disclose  only  that  portion  of the  Providing  Party's
information  which such  counsel  advises is legally  required to be  disclosed,
provided that the Disclosing Party exercises its reasonable  efforts to preserve
the  confidentiality of the Providing Party's  information,  including,  without
limitation,  by  cooperating  with the Providing  Party to obtain an appropriate
protective order or other relief assurance that  confidential  treatment will be
accorded the Providing Party's information.

          6.2.3  If the  transactions  contemplated  by this  Agreement  are not
consummated,  each  party  will  return  or  destroy  as much  of  such  written
information as the other party may reasonably request.

     6.3 NOTICES. All notices, consents, waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  or (b) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses set forth
below (or to such  other  addresses  as a party may  designate  by notice to the
other parties):

If to the Seller:
Larry Sostad

818 - 470 Granville Street, Vancouver, BC.
V6C 1V5

                                       19
<PAGE>
If to the Buyer:

James Fitzsimons
Selnaustrasse 3, 8001 Zurich, Switzerland

     6.4 FURTHER  ASSURANCES.  The parties  agree (a) to furnish upon request to
each other such  further  information,  (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

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

     6.6 ENTIRE AGREEMENT AND MODIFICATION.  This Agreement supersedes all prior
agreements   between  the  parties  with  respect  to  its  subject  matter  and
constitutes  (along with the documents referred to in this Agreement) a complete
and exclusive  statement of the terms of the agreement  between the parties with
respect to its subject  matter.  This  Agreement may not be amended  except by a
written  agreement  executed by the party against whom the  enforcement  of such
amendment is sought.

     6.7 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. No party may assign
any of its rights under this  Agreement  without the prior  consent of the other
parties.  Subject to the preceding  sentence,  this  Agreement will apply to, be
binding in all respects  upon, and inure to the benefit of and be enforceable by
the  respective  successors  and  permitted  assigns  of  the  parties.  Nothing
expressed or referred to in this  Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable  right,  remedy,
or claim  under or with  respect  to this  Agreement  or any  provision  of this
Agreement.  This  Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.

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

                                       20
<PAGE>
     6.9  SECTION  HEADINGS,  CONSTRUCTION.  The  headings  of  Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section" or  "Sections"  refer to the
corresponding  Section or  Sections  of this  Agreement.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding words or terms.

     6.10 GOVERNING LAW. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Nevada, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings  concerning the  interpretations,  enforcement
and defense of the transactions  contemplated by this Agreement (whether brought
against  a party  hereto  or its  respective  affiliates,  directors,  officers,
shareholders,  employees  or agents)  shall be commenced  exclusively  in courts
sitting in the State of Nevada.  Each party hereto hereby irrevocably submits to
the exclusive  jurisdiction of the courts sitting in the State of Nevada for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit,  action or proceeding is improper.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by
law. If either  party  shall  commence  an action or  proceeding  to enforce any
provisions  of this  Agreement,  then the  prevailing  party in such  action  or
proceeding  shall be reimbursed  by the other party for its  attorneys  fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such action or proceeding.

     6.11 COUNTERPARTS AND FACSIMILE SIGNATURES.  This Agreement may be executed
in one or more counterparts, each of which will be deemed to be an original copy
of this  Agreement  and all of which,  when  taken  together,  will be deemed to
constitute one and the same agreement.  Facsimile  signatures are acceptable and
deemed original signatures.

                                       21
<PAGE>
                           COUNTERPART SIGNATURE PAGE

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

                                   SELLER:


                                   Signed: /s/ Larry Sostad
                                          ---------------------------------
                                          Larry Sostad

                                   BUYER:


                                   Signed: /s/ James Fitzsimons
                                          ---------------------------------
                                          James Fitzsimons


                                       22
<PAGE>
                                    EXHIBIT A

                       DEFINITION OF "ACCREDITED INVESTOR"

The term "accredited investor" means:

(1)  A bank as defined in Section  3(a)(2) of the  Securities  Act, or a savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act,  whether  acting in its  individual  or  fiduciary
     capacity;  a broker or dealer  registered  pursuant  to  Section  15 of the
     Securities Exchange Act of 1934; an insurance company as defined in Section
     2(13) of the Securities  Act; an investment  company  registered  under the
     Investment Company Act of 1940 (the "Investment Company Act") or a business
     development  company  as  defined in  Section  2(a)(48)  of the  Investment
     Company Act; a Small Business Investment Company licensed by the U.S. Small
     Business  Administration  under Section 301(c) or (d) of the Small Business
     Investment Act of 1958; a plan  established and maintained by a state,  its
     political  subdivisions or any agency or  instrumentality of a state or its
     political  subdivisions for the benefit of its employees,  if such plan has
     total assets in excess of $5,000,000;  an employee  benefit plan within the
     meaning of the Employee  Retirement  Income Security Act of 1974 ("ERISA"),
     if the  investment  decision  is made by a plan  fiduciary,  as  defined in
     Section  3(21)  of  ERISA,  which  is  either  a  bank,  savings  and  loan
     association, insurance company, or registered investment advisor, or if the
     employee  benefit  plan has total assets in excess of  $5,000,000  or, if a
     self-directed  plan, with investment  decisions made solely by persons that
     are accredited investors.

(2)  A private business  development company as defined in Section 202(a)(22) of
     the Investment Advisers Act of 1940.

(3)  An  organization  described in Section  501(c)(3)  of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000.

(4)  A director or executive officer of the Acquiror.

(5)  A natural person whose  individual net worth,  or joint net worth with that
     person's spouse, at the time of his or her purchase exceeds $1,000,000.

(6)  A natural person who had an individual income in excess of $200,000 in each
     of the two most recent years or joint income with that  person's  spouse in
     excess of $300,000 in each of those years and has a reasonable  expectation
     of reaching the same income level in the current year.

(7)  A trust,  with  total  assets in excess of  $5,000,000,  not formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is
     directed  by a  sophisticated  person as  described  in Rule  506(b)(2)(ii)
     (i.e.,  a person who has such  knowledge  and  experience  in financial and

                                       23
<PAGE>
     business  matters that he is capable of evaluating  the merits and risks of
     the prospective investment).

(8)  An entity in which all of the equity owners are accredited  investors.  (If
     this  alternative  is checked,  the  Shareholder  must identify each equity
     owner  and  provide  statements  signed by each  demonstrating  how each is
     qualified as an accredited investor.)

                                       24
<PAGE>
                                    EXHIBIT B

                       ACCREDITED INVESTOR REPRESENTATIONS

Each Shareholder indicating that it is an Accredited Investor, severally and not
jointly, further represents and warrants to the Acquiror as follows:

1.   Such Shareholder qualifies as an Accredited Investor on the basis set forth
     on its signature page to this Agreement.

2.   Such  Shareholder  has  sufficient  knowledge  and  experience  in finance,
     securities,  investments  and other business  matters to be able to protect
     such   Shareholder's   interests  in  connection   with  the   transactions
     contemplated by this Agreement.

3.   Such Shareholder has consulted, to the extent that it has deemed necessary,
     with its tax,  legal,  accounting  and financial  advisors  concerning  its
     investment in the Acquiror Shares.

4.   Such  Shareholder  understands  the various  risks of an  investment in the
     Acquiror Shares and can afford to bear such risks for an indefinite  period
     of time,  including,  without  limitation,  the risk of losing  its  entire
     investment in the Acquiror Shares.

5.   Such  Shareholder  has had access to the Acquiror's  publicly filed reports
     with the SEC.

6.   Such  Shareholder has been furnished  during the course of the transactions
     contemplated by this Agreement with all other public information  regarding
     the  Acquiror  that such  Shareholder  has  requested  and all such  public
     information  is sufficient  for such  Shareholder  to evaluate the risks of
     investing in the Acquiror Shares.

7.   Such  Shareholder has been afforded the opportunity to ask questions of and
     receive answers concerning the Acquiror and the terms and conditions of the
     issuance of the Acquiror Shares.

8.   Such  Shareholder  is not  relying on any  representations  and  warranties
     concerning  the Acquiror  made by the Acquiror or any officer,  employee or
     agent of the Acquiror, other than those contained in this Agreement.

9.   Such  Shareholder is acquiring the Acquiror  Shares for such  Shareholder's
     own account, for investment and not for distribution or resale to others.

10.  Such Shareholder  will not sell or otherwise  transfer the Acquiror Shares,
     unless either (A) the transfer of such  securities is registered  under the
     Securities Act or (B) an exemption from  registration of such securities is
     available.

11.  Such Shareholder understands and acknowledges that the Acquiror is under no
     obligation  to register the Acquiror  Shares for sale under the  Securities
     Act.

                                       25
<PAGE>
12.  Such  Shareholder  consents to the placement of a legend on any certificate
     or other document evidencing the Acquiror Shares  substantially in the form
     set forth in Section 4.2.5(a).

13.  Such Shareholder  represents that the address furnished by such Shareholder
     on  its  signature  page  to  this  Agreement  and  in  Exhibit  A is  such
     Shareholder's  principal  residence if he is an individual or its principal
     business address if it is a corporation or other entity.

14.  Such Shareholder understands and acknowledges that the Acquiror Shares have
     not been  recommended  by any  federal or state  securities  commission  or
     regulatory authority, that the foregoing authorities have not confirmed the
     accuracy or  determined  the  adequacy of any  information  concerning  the
     Acquiror  that  has  been  supplied  to  such   Shareholder  and  that  any
     representation to the contrary is a criminal offense.

15.  Such  Shareholder  acknowledges  that the  representations,  warranties and
     agreements made by such Shareholder  herein shall survive the execution and
     delivery of this Agreement and the purchase of the Acquiror Shares.

                                       26
<PAGE>
                                    EXHIBIT C

                         NON-U.S. PERSON REPRESENTATIONS

Each  Shareholder  indicating  that it is not a U.S.  person,  severally and not
jointly, further represents and warrants to the Acquiror as follows:

1.   At the time of (a) the offer by the Acquiror and (b) the  acceptance of the
     offer by such  Shareholder,  of the Acquiror  Shares,  such Shareholder was
     outside the United States.

2.   No offer to acquire the Acquiror  Shares or otherwise to participate in the
     transactions contemplated by this Agreement was made to such Shareholder or
     its representatives inside the United States.

3.   Such  Shareholder is not purchasing the Acquiror  Shares for the account or
     benefit of any U.S. person, or with a view towards distribution to any U.S.
     person,  in violation of the  registration  requirements  of the Securities
     Act.

4.   Such Shareholder will make all subsequent  offers and sales of the Acquiror
     Shares  either  (x)  outside  of  the  United  States  in  compliance  with
     Regulation S; (y) pursuant to a registration  under the Securities  Act; or
     (z)  pursuant  to  an  available  exemption  from  registration  under  the
     Securities Act. Specifically, such Shareholder will not resell the Acquiror
     Shares  to any  U.S.  person  or  within  the  United  States  prior to the
     expiration  of a period  commencing  on the Closing  Date and ending on the
     date that is one year thereafter (the  "Distribution  Compliance  Period"),
     except  pursuant to  registration  under the Securities Act or an exemption
     from registration under the Securities Act.

5.   Such  Shareholder is acquiring the Acquiror  Shares for such  Shareholder's
     own account, for investment and not for distribution or resale to others.

6.   Such  Shareholder  has no present  plan or  intention  to sell the Acquiror
     Shares in the United States or to a U.S. person at any predetermined  time,
     has made no  predetermined  arrangements to sell the Acquiror Shares and is
     not acting as a Distributor of such securities.

7.   Neither such  Shareholder,  its  Affiliates  nor any Person  acting on such
     Shareholder's behalf, has entered into, has the intention of entering into,
     or will  enter  into  any put  option,  short  position  or  other  similar
     instrument or position in the U.S.  with respect to the Acquiror  Shares at
     any time after the Closing Date through the Distribution  Compliance Period
     except in compliance with the Securities Act.

8.   Such  Shareholder  consents to the placement of a legend on any certificate
     or other document evidencing the Acquiror Shares  substantially in the form
     set forth in Section 4.2.5(b).

                                       27
<PAGE>
9.   Such  Shareholder is not acquiring the Acquiror Shares in a transaction (or
     an element of a series of transactions)  that is part of any plan or scheme
     to evade the registration provisions of the Securities Act.

10.  Such  Shareholder  has  sufficient  knowledge  and  experience  in finance,
     securities,  investments  and other business  matters to be able to protect
     such   Shareholder's   interests  in  connection   with  the   transactions
     contemplated by this Agreement.

11.  Such Shareholder has consulted, to the extent that it has deemed necessary,
     with its tax,  legal,  accounting  and financial  advisors  concerning  its
     investment in the Acquiror Shares.

12.  Such  Shareholder  understands  the various  risks of an  investment in the
     Acquiror Shares and can afford to bear such risks for an indefinite  period
     of time,  including,  without  limitation,  the risk of losing  its  entire
     investment in the Acquiror Shares.

13.  Such  Shareholder  has had access to the Acquiror's  publicly filed reports
     with the SEC.

14.  Such  Shareholder has been furnished  during the course of the transactions
     contemplated by this Agreement with all other public information  regarding
     the  Acquiror  that such  Shareholder  has  requested  and all such  public
     information  is sufficient  for such  Shareholder  to evaluate the risks of
     investing in the Acquiror Shares.

15.  Such  Shareholder has been afforded the opportunity to ask questions of and
     receive answers concerning the Acquiror and the terms and conditions of the
     issuance of the Acquiror Shares.

16.  Such  Shareholder  is not  relying on any  representations  and  warranties
     concerning  the Acquiror  made by the Acquiror or any officer,  employee or
     agent of the Acquiror, other than those contained in this Agreement.

17.  Such Shareholder  will not sell or otherwise  transfer the Acquiror Shares,
     unless either (A) the transfer of such  securities is registered  under the
     Securities Act or (B) an exemption from  registration of such securities is
     available.

18.  Such Shareholder understands and acknowledges that the Acquiror is under no
     obligation  to register the Acquiror  Shares for sale under the  Securities
     Act.

19.  Such Shareholder understands and acknowledges that the Acquiror Shares have
     not been  recommended  by any  federal or state  securities  commission  or
     regulatory authority, that the foregoing authorities have not confirmed the
     accuracy or  determined  the  adequacy of any  information  concerning  the
     Acquiror  that  has  been  supplied  to  such   Shareholder  and  that  any
     representation to the contrary is a criminal offense.

20.  Such  Shareholder  acknowledges  that the  representations,  warranties and
     agreements made by such Shareholder  herein shall survive the execution and
     delivery of this Agreement and the purchase of the Acquiror Shares.

                                       28