STOCK PURCHASE AGREEMENT


     This Stock  Purchase  Agreement  (the  "Agreement")  is entered into by and
between Wholesale On the Net, Inc. ("Seller"),  and Wilkerson  Consulting,  Inc.
("Purchaser").

                                R E C I T A L S :
                                -----------------

     Purchaser  desires to purchase from Seller,  and Seller  desires to sell to
Purchaser, 750,000 shares of post-reverse split common stock.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged and confessed, Seller and Purchaser agree as follows:

                                    AGREEMENT

     1. Planned  Reverse  Split.  It is understood and agreed that as soon as is
administratively possible, the common stock of Seller will be reverse split on a
1-for-2 basis,  which will leave the issued and  outstanding  stock of Seller as
follows:

     500,000 founder shares of common stock (restricted under Rule 144)

     234,150 freely tradeable shares of common stock

     2. Name Change.  Simultaneously with the reverse split described above, and
in  conjunction  with this  Agreement,  Seller will change its name to Wickliffe
International Corporation.

     3.  Transfer  of  Shares.  At the  Closing  (as  such  term is  hereinafter
defined), following the above described reverse split, Seller agrees to sell and
deliver to  Purchaser,  and Purchaser  agrees to purchase  from Seller,  750,000
post-reverse split shares of Seller's common stock (restricted under Rule 144).

     4.  Purchase  Price.  The  purchase  price of the  Stock  shall be the mark
Wickliffe and the Wickliffe logo. Additionally,  at the Closing, Purchaser shall
transfer and convey one or more hotels to Seller.

     5.  Warranties  and  Representations.  Seller  warrants and  represents  to
Purchaser  that  (i) the  stock  may be  issued  free  and  clear  of any  claim
whatsoever by any parties,  (ii) Seller has not pledged or encumbered  the stock
in any  manner,  (iii) the stock is  nonassessable,  (iv)  Seller has granted no
right, warrant, purchase option, or any other right which directly or indirectly
affects the stock, and (v) the stock is freely assignable by Seller to Purchaser
in accordance with this Agreement.

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     6. Remedies Upon Default.  In the event that Seller should fail to complete
the sale of the stock, Purchaser may elect one of the following remedies:

     a.   Purchaser may terminate this Agreement; or

     b.   Enforce specific performance of this Agreement.

     7. Amendment. This Agreement can only be altered, modified, or amended by a
written agreement signed by Seller and Purchaser.

     8. Entire Agreement.  This Agreement  contains the only agreement of Seller
and Purchaser with respect to the purchase of the stock and supersedes all prior
written or oral agreements, negotiations, understandings, or commitments.

     9. Parties  Bound.  This  Agreement  shall be binding upon and inure to the
benefit of and be enforceable by Seller and Purchaser,  their heirs,  executors,
administrators, successors, and assigns.

     10. Assignment Rights.  Purchaser,  in its sole discretion,  may assign its
rights under this Agreement to any person or persons.

     11. Further  Agreements.  Seller and Purchaser  agree to execute such other
and further  agreements  as are  necessary  or desirable to effect the intent of
this Agreement.

     12.  Applicable  Law. It is the intention of Seller and Purchaser  that the
laws  of the  State  of  Texas  govern  the  validity  of  this  Agreement,  the
construction of its terms, the interpretation of the rights and duties of Seller
and Purchaser, and the enforcement of this Agreement.

     EXECUTED to be effective as of the 3rd day of April, 2001.


                                           SELLER:
                                           --------



                                           WHOLESALE ON THE NET, INC.
                                           a Nevada corporation


                                           By: /s/ Gary W.  Bell
                                           -------------------------------

                                           Name: Gary W.  Bell
                                           Title:President

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                                           PURCHASER:
                                           -----------


                                           WILKERSON CONSULTING, INC.,
                                           a Nevada corporation


                                           By: /s/ C. Keith Wilkerson, II
                                               ------------------------------
                                              C. Keith Wilkerson, II Trustee for
                                              The Wickliffe Trust