Exhibit 2

                            STOCK PURCHASE AGREEMENT

This  Agreement  is entered into this 31St day of October  2001,  by and between
Circuit  Source  International  Inc.,  a  Nevada  corporation  (hereinafter  the
"Purchaser") as the acquiring  corporation,  Avanti  Circuits,  Inc., an Arizona
corporation.  (hereinafter  "ACI") as the  acquired  corporation  and  William C
Malone  in his  capacity  as  the  sole  shareholder  of  ACI  (hereinafter  the
"Shareholder").

                                    RECITALS

     WHEREAS,  the respective  Boards of Directors of the Purchaser and ACI deem
it advisable and in the best interests of Purchaser and ACI and their respective
shareholders that Purchaser acquire all of the issued and outstanding  shares of
common stock of ACI in exchange for cash and a promissory  note  pursuant to the
terms and conditions of this agreement (hereinafter the "Agreement")

     WHEREAS,  the  Shareholder  is the owner of record of Six  Thousand  Twenty
(6,020)  shares  of ACI  common  stock  (hereinafter  the  ACI  Shares"),  which
represents all of the issued and outstanding shares of common stock in ACI, and

     WHEREAS, the Shareholder desires to sell to the Purchaser and the Purchaser
desires to purchase from the  Shareholder all of the ACI Shares and has approved
this Agreement and, by signature  below,  agrees to be bound by such  provisions
hereof as are applicable to him,

     NOW THEREFORE,  for valuable consideration,  the receipt and sufficiency of
which   is   hereby   acknowledged,   and  in   consideration   of  the   mutual
representations,  warranties  and covenants set forth below.  the parties hereby
agree as follows

                                    ARTICLE I

     1.01 The Sale of ACI Shares. Subject to the terms and conditions and in the
manner  hereinafter  set  forth  the  Shareholder  hereby  agrees to sell to the
Purchaser and the Purchaser  hereby agrees to acquire from the  Shareholder  the
ACI Shares,  which  represents all of the issued and  outstanding  shares of ACI
common  stock for the purchase  price of Two Million  Five Hundred  Thousand and
no/100  Dollars  ($2,500,000)  The  purchase  price for the ACI Shares  shall be
payable as hereinafter provided.

     1.02 Payment of the Purchase  Price.  The total  consideration  for the ACI
Shares  delineated  herein  shall be payable  Five  Hundred  Thousand and no/ 00
Dollars  ($500,000)  on the  day of  closing  as  hereinafter  defined  and  the
remaining balance of the purchase price in the amount of Two Million and no/I 00
Dollars  ($2,000,000;  shall be payable  pursuant to the terms and conditions of
Purchaser's Promissory Note dated and executed or the day of closing, where such
terms  and  conditions  of said  Promissory  Note  shall  be  acceptable  to the
Stockholder  and by this reference  incorporated  herein Terms of the Promissory
Note shall  include but not be limited  to: (i)  interest at the rate of 10% per
annum;  (ii) payment of the remaining  principal  balance of Two Million Dollars
($2,000,000) and all accrued interest on January 31, 2002, (iii) said Promissory
Note Exhibit "A-i") shall be secured by the ACI Shares being sold hereunder, and
all of the assets of ACI and the  Personal  Guarantee of James Keaton On the day
of closing  Purchaser  shall execute in favor of the Shareholder and deliver all
required UCC-1 Financing Statements (Exhibit "A-2"), Security Agreement (Pledge)
(Exhibit "A-3") Security Agreement (Assets) (Exhibit "A-4") and the James Keaton
Personal Guaranty  (Exhibit "A-5"),  all o which are attached hereto and by this
reference  incorporated  herein,  (iv) for the period between the day of closing
and January 31, 2002 the  Shareholder  agrees to subordinate his Promissory Note
and Security  Agreement  (Assets) to a Loan in favor of Heritage  Bank upon such
terms as are acceptable to Purchaser Shareholder and Heritage Bank, secured only
by the  assets  of ACI in an  amount  not to  exceed,  at any time  prior to the
pay-off of the Promissory  Note, Six Hundred Thousand  Dollars  ($600,000),  the
proceeds o which shall be used to satisfy all  monetary  obligations  of ACI and
Shareholder  to Heritage  Bank as of the day of closing and  partially  fund the
Five Hundred  Thousand Dollar  ($500,000)  down payment to Shareholder  however,
such  subordination  shall not include the Shareholder's  first lien position on
the ACI Shares.

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     1.03 Building Lease. The Parties hereto  acknowledge that the real property
and improvements  located thereon,  which houses the corporate  headquarters and
manufacturing  facilities  of ACI located at 17650 North 25th  Avenue,  Phoenix,
Arizona 85023  (hereinafter  the  "Premises"),  is owned by the  Shareholder  or
Shareholder's LLC designee and leased to ACI. On the day of Closing Purchaser or
Shareholder's  LLC designee  agrees to enter into a lease and option to purchase
agreements,  in the form attached  hereto as Exhibit "B-I" and "B-2" and by this
reference both  incorporated  herein, to lease the Premises On the day o closing
Shareholder  shall  cause  Avanti  Enterprises  AZ,  LLC to pay to ACI in  cash,
pursuant to an existing promissory note, the adjusted then current principal and
interest  balance  due  ACI  with an  outstanding  balance  on May  31,  2001 of
$13,446.39, which shall be marked "paid in full" on the day of Closing

     1.04 Financial  Statement  Adjustments.  On the day of Closing  Shareholder
agrees to assume and pay adjusted to the day of closing,  any and all  liability
associated  with the  promissory  notes then due from ACI to Jim  Malone,  Scott
Malone and Kira Malone  totaling an outstanding  principal and interest  balance
due as 01 May 31, 2001 of $64,853.52  The  assumption of said  promissory  notes
shall be in consideration of AC forgiving an existing  promissory note currently
payable to ACI from the Shareholder with a principal and interest balance due as
of May 31,  2001 of  $77,913.64,  which note,  on the day of  Closing,  shall be
marked "paid in full" The  difference  of the two amounts shall be adjusted as a
reduction in earnings for the yea' ending  September 30, 2001  resulting  from a
loss in the sale of an asset From and after the day of Closing  Purchaser agrees
to operate ACI in the ordinary  course of business and hereby assumes and agrees
to pay when due all  obligations  of ACI as and when same  shall be come due and
payable

     1.05  Closing  and  Effective  Date.  The closing  date of the  transaction
contemplated hereby and of all other transactions contemplated in this Agreement
snail be  October  31,  2001 (the  "Closing  Date") The  effective  date for all
accounting and transactions  contemplated hereby (the "Effective Date") shall be
October 1, 2001

     1.06 Directors and Officers. On the Closing Date the current members of the
ACI Board of Directors shall appoint James Keaton and Ron Conquest as additional
directors and following the  appointment of the additional  directors all of the
current members of the ACI Board of Directors and Officers of ACI shall resign

     1.07 Life  Insurance.  On the  Closing  Date,  Purchaser  shall  deliver to
Shareholder a valid binder for Life Insurance on the life of James Keaton in the
amount of Two Million Dollars ($2,000,000.00) naming Shareholder as beneficiary,
which policy  shall be paid for by  Purchaser  and kept in full force and effect
until such time as the Promissory Note is paid in full Upon issuance and receipt
of the  policy  by  Purchaser  it  shall  immediately  deliver  such  policy  to
Shareholder

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     ACI and the Shareholder,  collectively and  individually,  hereby represent
and warrant to the Purchaser that

     2.01 Organization and Good Standing.  On the Closing Date, ACI will be duly
organized,  validly existing and In good standing under the laws of the State of
Arizona ACI has full power and  authority  to carry on its business as currently
being conducted,  is duly qualified and properly  licensed to do business and is
in good standing as a foreign corporation in every jurisdiction where the nature
of its activities requires such qualification or licensing

     2.02   Authorized   Capitalization.   As  provided   in  its   articles  of
incorporation,  as amended to date, the authorized capital stock of ACI consists
of 1,000,000  shares of common stock, $1 00 par value, of which 6,0220 shares of
common stock have been duly issued and are currently  outstanding,  all of which
are standing in the name of and beneficially  owned by the  Shareholder,  and no
ACI Shares of preferred  stock are authorized  issued or outstanding  All of the
ACI Shares have been duly authorized,  validly issued in accordance with lay and
are fully paid and non-assessable.

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     2.03 Outstanding  Options Warrants or Other Rights.  ACI has no outstanding
warrants,  options or similar  rights to subscribe for or purchase ACI Shares of
its common or preferred stock,  nor are there any other  securities  outstanding
which are convertible  into or exchangeable  for its common or preferred  stock,
and there are no  contracts  or  commitments  pursuant  to which any  person may
acquire  or ACI may  become  bound to issue  any ACI  Shares  of such  common or
preferred stock.

     2.04 Subsidiaries. ACI will have no subsidiaries on the Closing Date

     2.05 This Agreement  Binding.  The Shareholder and ACI have the full right,
power and authority to execute  consummate  and perform this Agreement and every
other document to be delivered In connection with this  Agreement,  subject only
to the approval of its Shareholder,  and all necessary approvals and consents of
ACI's Board of Directors  therefor have been duly  obtained Upon due  execution,
this Agreement and every such ancillary document shall be valid and binding upon
the Shareholder and ACI  enforceable in accordance with their  respective  terms
except as  enforceability  may be limited by  applicable  federal or state laws,
including but not limited to  bankruptcy,  insolvency,  reorganization  or other
laws or court  decisions  relating to or affecting  generally the enforcement or
creditors  rights or the  availability  of  equitable  remedies  and neither the
execution  delivery,  consummation  or  performance  of this  Agreement  or such
ancillary  documents shall conflict with constitute a breach of ACI's respective
articles of incorporation  or bylaws,  as amended to date, or any note mortgage,
indenture,  deed of trust or other  agreement or  instrument to which either the
Shareholder  or ACI is party or by which either may be bound nor, to the best of
the  Shareholder's  and ACI's  knowledge  and belief  any  existing  law,  rule,
regulation, any decree of any union, or any order, judgment injunction,  writ or
decree of any Court or governmental  department,  agency,  commission,  board or
bureau,  domestic or foreign, having jurisdiction over the Shareholder or ACI or
its properties, nor result in the creation or any lien or other encumbrance upon
any of ACI's assets or property regardless of nature

     2.06 Consents and Approvals.  Except for the consent of the Shareholder and
compliance  with  applicable  federal  and state  securities  laws,  no consent,
approval,  authorization  or order of any court or governmental  agency or other
body is required  for the  Shareholder  or ACI to  consummate  the  transactions
contemplated in this Agreement and any ancillary documents executed herewith

     2.07 Compliance  with Laws and Permits.  To the best of their knowledge and
belief,  the Shareholder and ACI have (i) complied in all material respects with
the ACI articles of incorporation  and bylaws,  all applicable laws regulations,
rules, orders,  judgments,  writs,  decrees or injunctions or federal,  sate and
municipal  governments  or  any  department,  agency  or  other  instrumentality
thereof, domestic or foreign, applicable to its business or properties, and (ii)
have not done or omitted to do any act or acts which singly or in the  aggregate
are in violation of any of the  foregoing.  To the best of their  knowledge  and
belief, the Shareholder and ACI have obtained or applied for all federal,  state
and municipal  licenses and permits necessary to ACI's assets and properties and
ACI's business as conducted and to the best of their  knowledge and belief,  ACI
is not in  violation  of any such  license  or permit and has not  received  any
notification that any revocation or limitation thereof is pending or threatened,

     2.08  Financial  Statements.  ACI,  prior to the Closing  Date,  shall have
furnished to Purchaser its unaudited  Balance  Sheets,  Statements of Income and
Retained  Earnings,  Statements of Cash Flows as of September 30, 2001 and Notes
to the Financial Statements relevant thereto (hereinafter Jointly referred to as
the AC Financial  Statements"  The ACI Financial  Statements  were prepared on a
Accrual  Accounting  Basis applied on a consistent  basis and present fairly the
financial  condition  of  ACI as of  the  date  indicated  therein  pursuant  to
generally  accepted  accounting   standards  Further,  the  accounts  receivable
reflected in the ACI Financial  Statements,  except for the accounts  receivable
reserved therein as amounts not collectable,  are fully  collectible and will be
collected.

     2.09  Copies  of  Documents  Genuine.  All  copies  of  ACI's  articles  of
incorporation  and bylaws  (each as amended to date) and all minutes of meetings
and  written  consents  In  lieu  of  meetings  of  shareholders  directors  and
committees  of  directors  of ACI,  which  have  been or  will be  furnished  to
Purchaser, are true complete, correct and unmodified copies of such documents

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<PAGE>
     2.10 No Undisclosed Material Liabilities.  Except as may be incurred in the
ordinary  course  of its  business,  ACI has not  incurred  any  liabilities  or
obligations whatever (whether direct, indirect, accrued,  contingent,  absolute,
secured or unsecured or otherwise), including liabilities as guarantor or surety
or otherwise for the  obligations of others and tax liabilities due or to become
due, which singly or in the aggregate are material to the assets,  operations or
financial  condition of ACI except as  described or reserved  against in the ACI
Financial  Statements  dated  September 30, 2001 and the Notes thereto or as set
forth in Exhibit "D" attached to this Agreement.

     2.11  Material  Transactions  and  Adverse  Changes.  Except  as  has  been
disclosed in writing to the Purchaser  prior to the Closing  Date,  since August
31, 2001, ACI has not and as of the Effective Date will not have

     (a) Suffered any materially  adverse  change in its assets,  liabilities or
financial condition taken as a whole: or

     (b) Suffered any damage or  destruction in the nature of a casualty loss to
any one or more of its  properties,  whether or not covered by insurance,  which
singly or in the aggregate are materially  adverse to the properties or business
of ACI, or

     (c) Purchased or redeemed any of its common  stock,  authorized or paid any
stock or cash  dividends or made any  distribution  of capital or  earnings,  or
authorized  or  effected  any  split,   combination  (reverse  split)  or  other
reclassification of or affecting any of its common stock' or

     (d) Made any change in any method of  accounting  or  accounting  practice,
including the revaluation of any asset: or

     (e) Made any  waiver,  release or deferral  (irrespective  of any rights to
indemnification  of any right which is material to ACI in light of its financial
condition; or

     (f)  Borrowed  money or made any  commitment  to borrow  money,  nor has it
terminated  or modified any existing loan or loan  commitment to it,  outside of
the ordinary course of business or as disclosed by ACI to Purchaser prior to the
Closing Date, or

     (g)  Except  for the  employment  agreements,  referenced  in  Section 7 05
herein,  to be entered  into or the Closing  Date with  William  Malone,  Dennis
Malone and Steve  Tappen,  increased  or made any  commitment  to  increase  the
salary,  fees or  other  forms  of  compensation  of any  employee,  officer  or
director, or

     (h) Paid or incurred any bonus, or made any commitment to pay any bonus, to
any director, officer or employee, or

     (i) Created or entered into any new business: or

     (j) Agreed in writing or  otherwise to take any action  described  above in
this Section

     2.12 Taxes. To the best knowledge and belief of the Shareholder and ACI and
its officers,  directors,  all income,  excise,  unemployment  social  security,
occupational,  franchise and other taxes, duties, assessments or charges levied,
assessed or imposed  upon ACI by the United  States or by any state or municipal
government  or  subdivision  or  instrumentality  thereof have been duly paid or
adequately  provided for, and al required tax returns or reports  concerning any
such  items  have  been  duly  filed To the best  knowledge  and  belief  of the
Shareholder and ACI adequate  reserves have been  established for all income and
other  tax  liabilities  on ACI's  Financial  Statements  for the  period  ended
September 30, 2001 To the best knowledge and belief of the  Shareholder and ACI,
ACI has not waived any statute of limitations  with respect to any tax liability
whatever for any period prior to the date of this Agreement Further, no consents
have been filed by ACI or any predecessor company pursuant to Section 3419(f) of
the Code.

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     2.13 Properties.  Exhibit "E" attached to this Agreement lists and provides
a summary  description of all  significant  properties and other assets owned of
record  or  beneficially  by ACI as well as all  leases  of  real  property  and
equipment to which ACI is a party To the best of the knowledge and belief of the
Shareholder and ACI all such leases are valid and binding agreements There is no
breach or violation of or default  under any provision of any such leases and no
fact or event has occurred  which would  affect  ACI's  Interest in or under any
such lease To the best knowledge and belief of the Shareholder and ACI, ACI owns
all such  properties  and other  assets  free and clear of all  mortgages  liens
pledges,  restrictions,  charges or encumbrances or any nature whatever,  except
(i) liens  for taxes not yet  delinquent  or being  contested  in good  faith by
appropriate  proceedings,  (ii) such  imperfections of or burdens upon title and
encumbrances (If any; which singly or in the aggregate do not materially detract
from the value of, or materially  interfere with the present or anticipated  use
of, any such  property or other  assets,  or (iii) as shown in the ACI Financial
Statements dated September 30, 2000

     2.14  Contracts.  Except as described  in Exhibit "F"  attached  hereto and
incorporated herein as if set forth ACI is not party to any contract not made in
the ordinary course of business, nor is ACI a party to any (I) contract with any
union, (ii) bonus, deferred compensation,  profit sharing, pension or retirement
arrangement (iii) partnership or joint venture agreement, or (iv) other material
contract or commitment not disclosed to Purchaser in writing by ACI prior to the
Date of Closing  Contracts or  commitments  described in any other Schedule need
not be disclosed in Exhibit "F".

     2.15 Litigation.

     (a) To the best knowledge and belief of the  Shareholder and ACI, there are
no claims,  actions suits,  proceedings or investigations  pending or threatened
against or affecting  ACI or any of its  properties in any court or by or before
any federal,  state,  municipal or other  governmental  department,  commission,
board bureau, agency or other forum which, if determined adversely to ACI, would
materially affect its business  prospects,  properties or financial condition or
ACI's right to conduct its business as being  conducted,  except as described in
Exhibit "G" attached to this Agreement

     (b) There are no judgments,  decrees,  injunctions,  writs, orders or other
mandates  outstanding  to  which  ACI is a party  or by  which  it is  bound  or
affected, which shall give a full and complete list of all such pending matters,
together  with a  synopsis  of the  issues  and  status  of each.  ACI is not in
violation of any  judgment,  decree,  injunction,  writ,  order or other mandate
listed on such Schedule

     2.16  Guarantees.  There are no contracts or commitments by ACI directly or
indirectly  guaranteeing the payment or performance (or both) of any obligations
of third  parties or of the  Shareholder,  except as  described  in Exhibit "H",
attached to this Agreement

     2.17  Patents  Trademarks.  Etc. ACI holds no letters  patent,  has made no
patent applications,  holds no registered trademarks,  service marks, copyrights
or  licenses,  and has  registered  no trade  names other than as  disclosed  in
writing to the Purchaser

     2.18  Indebtedness  to  Affiliates.  ACI is not  indebted  to any  officer,
director,  employee  or  shareholder  thereof as of the  Closing  Date except as
disclosed in the ACI Financial Statements dated September 30, 2001

     2.19  Receivables  from  Affiliates.  As of the Closing  Date,  no money or
property  utilized  in any  aspect  of ACI's  business  is owed by any  officer,
director,  employee or shareholder thereof, except the Premises, or as disclosed
in the ACI Financial Statements dated September 30, 2001.

     2.20 Salaries. Exhibits "I" attached to this Agreement, sets forth the true
and correct  description  of the annual  rate of  compensation  of all  salaried
directors,  officers and key employees of ACI There is no obligation  commitment

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or past repetitive historical practice of ACI to pay bonuses, royalties or other
similar compensation  designed to reward past performance,  create incentive for
future  performance or otherwise to any director or officer or other employee of
ACI except as set forth in such Exhibit "I" hereto.

     2.21 Insurance. Exhibit "J" attached to this Agreement, lists all insurance
policies maintained by ACI, the nature of such policies, the amount and types of
coverage, and the names of the Insurers, expiration dates an amounts of premiums

     2.22 Relationships. None of the officers, directors, or employees of ACI or
any of their respective spouses a children, or trusts or other entities owned or
controlled,  either directly or indirectly,  by any one or more of suck parties,
owns directly or indirectly,  individually or collectively,  any interest in any
corporation, partnership, firm or association Which (i) is a competitor, lender,
customer or supplier of ACI, or (ii) has any existing  contractual  relationship
with ACI or (iii) prior to the Closing Date, own any stock in Purchaser

     2.23 Stock Plan.  As of the Closing Date,  ACI will not have  authorized or
have in effect any incentive  stock option plan,  employee stock option or stock
purchase plan, dividend  reinvestment plan or similar plan pursuant to which any
person Is entitled to acquire common stock of ACI or securities convertible into
or exchangeable for common stock of ACI.

     2.24 Estoppel. All statements made in this Agreement,  or in any Exhibit or
Schedule  hereto,  or in any  document or  certificate  executed  and  delivered
herewith,  by the Shareholder or ACI are true,  correct and complete to the best
of their knowledge and belief as of the Closing Date All statements contained in
any  certificate  made by any officer or director  of ACI and  delivered  to the
Purchaser on ACI's behalf shall be deemed  representations and warranties of ACI
and the Shareholder

     2.25 Environmental Compliance and Reports. To the best of the knowledge and
belief of ACI and the  Shareholder  ACI. (i)  complies in all respects  with all
environmental protection federal, state and local laws, statues, regulations and
ordinances;  (ii)  shall  not  cause or  permit  to  exist,  as a result  of any
intentional  or  unintentional  action or omission on its part or on the part of
any third party,  on property owned and/or  occupied by the  Shareholder or ACI,
any  environmental  activity where damage may result to the environment,  unless
such environmental activity to and in compliance with the conditions of a permit
issued by the appropriated  federal,  state, or local governmental  authorities,
(iii)  shall  furnish to  Purchaser,  prior to the Closing  Date,  a cops of any
current or prior notice,  summons,  lien, citation,  directive,  letter or other
communication  from any governmental  agency or  instrumentality  concerning any
intention or unintentional  action or omission or Stockholder's or ACI's part in
connection with any environmental  activity whether or not there is currently or
may have  been  previously,  damage  to the  environment  and/or  other  natural
resources

     2.26  Equipment.  The  equipment,  machinery,  furniture,  fixture,  tenant
improvements  and other  persona  property  and fixed  assets of ACI are in good
operating  condition and repair and are suitable for the uses for which intended
and are all located on the Premises

     2.27 Real Property.  The real property  located at 17650 North 25th Avenue,
Phoenix,  Arizona 85023 that AC currently leases as a tenant, to the best of the
knowledge and belief of Shareholder  and ACI, is in substantial  compliance with
applicable zoning and/or subdivision ordinances,  and with applicable covenants,
conditions  and  restrictions,  and that  suitable  ingress  and egress  thereto
exists. Further, that to the best of the knowledge and belief of Shareholder and
ACI, no underground  fuel tank(s) and any septic tank(s) on or previously on the
Premises,  has heretofore  leaked or is currently  leaking In addition,  Neither
stockholder  nor ACI has received any  notice(s) to the effect that the Premises
or any portion thereof is to be condemned or that the Shareholder or ACI has any
knowledge of any possible threat of  condemnation  pertaining to the Premises or
any portion thereof.

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                                   ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

     The Shareholder represents and warrants to the Purchaser that:

     3.01  Title to Stock.  The  issued  and  outstanding  ACI  Shares as of the
Closing  Date  will be free and clear of liens,  mortgages,  pledges,  claims or
other rights or encumbrances whatever, disclosed or undisclosed. The Shareholder
is the  registered  owner  of all  the ACI  Shares  Specifically,  there  are no
beneficial owners of such ACI Shares or of any interest in or to any of such ACI
Shares other than the  Shareholder,  except as may be provided in the marital or
community  property  laws of the State of  Arizona.  Upon  surrender  of the ACI
Shares to Purchaser for the consideration  set forth herein,  the Purchaser will
obtain good and merchantable title thereto.

     3.02 Power and Authority.  On the Closing Date, the  Shareholder  will have
full  right,  power and  authority  to convey the ACI  Shares to the  Purchaser,
unlimited  by any  marital  or  community  property,  corporate  or  other  laws
whatsoever.

     3.03 Estoppel. All statements made in this Agreement,  or in any Exhibit or
Schedule hereto,  or in any document,  certificate or investment letter executed
and delivered  herewith by the Shareholder are true, correct and complete to the
best of their knowledge and belief as of the Closing Date.

     3.04  Representations  Warranties  and  Covenants  True. To the best of the
Shareholder's  knowledge and belief, all of the  representations  and warranties
made herein by ACI are true, correct and complete,  and none of the covenants of
ACI herein has been violated.

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to ACI and the Shareholder that:

     4.01  Organization  and Good  Standing.  On the Closing Date, the Purchaser
will be duly organized,  validly existing and In good standing under the laws of
the State of Nevada

     4.02 Agreement Binding. The Purchaser has the right, power and authority to
execute,  consummate  and perform this  Agreement and every other document to be
delivered in connection  with this  Agreement,  and all necessary  approvals and
consents of the Purchaser's Board of Directors  therefor have been duly obtained
Upon due execution,  this  Agreement and every such ancillary  document shall be
valid and binding  upon the  Purchaser,  enforceable  in  accordance  with their
respective terms except as enforceability  may be limited by applicable  federal
or state laws, and neither the execution, delivery,  consummation or performance
of this Agreement or such ancillary  documents shall conflict with or constitute
a violation of the Purchaser's  certificate of incorporation  or bylaws,  or, to
the best of Purchasers  knowledge and belief,  any existing law or regulation or
any order,  judgment,  injunction,  writ or decree of any court or  governmental
department or agency commission,  board or bureau,  domestic or foreign,  having
jurisdiction over the Purchaser.

     4.03 Consents and Approvals.  Except for compliance with applicable federal
and state securities laws, no consent,  approval,  authorization or order of any
court or  governmental  agency or other body is required  for the  Purchaser  to
consummate  the  transactions  contemplated  in this Agreement and any ancillary
documents executed herewith.

     4.04  Compliance  with Laws. To the best of its  knowledge and belief,  the
Purchaser has complied In all material respects with its respective  articles of
incorporation and bylaws and all applicable laws,  regulations,  rules,  orders,
judgments,  writs,  decrees  or  injunctions  of  federal,  state and  municipal
governments or any department, agency or other instrumentality thereof, domestic
or foreign.

                                       8
<PAGE>
     4.05  Litigation.  There are no  claims,  actions,  suits,  proceedings  or
investigations  pending or threatened  against or affecting the Purchaser in any
court or by or  before  any  federal,  state,  municipal  or other  governmental
department, commission, board, bureau, agency or other instrumentality, domestic
or foreign,  or  arbitration  tribunal  or other  forum There are no  judgments,
decrees,  injunctions,  writs, orders or other mandates outstanding to which the
Purchaser is a party or by which it is bound or affected.

     4.06 Estoppel. All statements made in this Agreement,  or in any Exhibit or
Schedule  hereto,  or in any  document or  certificate  executed  and  delivered
herewith by the Purchaser are true,  correct and complete as of the date of this
Agreement and will be so as of the Closing Date All statements  contained in any
certificate  made by any officer or director of the  Purchaser  and delivered to
ACI or the  Shareholder  shall be deemed  representations  and warranties of the
Purchaser.

                                    ARTICLE V
                      COVENANTS OF ACI AND THE SHAREHOLDER

     ACI and,  insofar as he has the power to direct ACI by  ownership of voting
securities  or  otherwise,  the  Shareholder  (ACI  and  the  Shareholder  being
collectively  referred to below as the "ACI Parties'),  covenant and agree that,
prior to the Closing Date'

     5.01  Effectuation of this  Agreement.  The ACI Parties will use their best
efforts to cause this Agreement to become effective, and all transactions herein
contemplated  to be  consummated,  in accordance with their terms, to obtain all
required consents and authorizations of the ACI Parties, to make all filings and
give all notices to those  regulatory  authorities  or other third parties which
may be  necessary  or  reasonably  required in order to effect the  transactions
contemplated  In this  Agreement.  and to  comply  with all  federal  and  state
securities  laws  and  other  laws  as may  be  applicable  to the  contemplated
transactions.

     5.02 Transactions.  The ACI Parties will carry on ACI's business diligently
and substantially in the same manner as heretofore conducted, and will not enter
into any transactions  which are not in the ordinary course of ACI's business or
which would singly or in the aggregate be materially  adverse to ACI's business,
prospects or financial conditions, taken as a whole.

     (a) The ACI Parties will not (i) permit or do or cause to be done  anything
which  ACI has  represented  In  Article  2 not to have  been  done,  except  as
otherwise  permitted  in this  Agreement  or  consented  to by the  Purchaser in
advance and in writing,  (ii) make or permit any amendment to ACI's  articles of
incorporation  or  bylaws.  (ill)  cause or  permit to be  declared  or paid any
dividend,  stock split, combination (reverse split) or other recapitalization or
distribution in respect of ACI's stock,  nor cause or permit the issuance of any
additional  ACI common  and/or  preferred  stock,  (iv)  permit the  increase of
compensation  of any type to any  director or officer or other  employee of ACI,
(v) to the best ability of the ACI Parties,  permit to do any act or omission to
act the effect of which would be to breach or violate any contract or commitment
to which ACI is a party, (vi) to the best ability of the ACI Parties,  permit or
cause the waiver of the provisions of any statute of  limitations  applicable to
the levy or assessment of any federal, state, municipal or foreign taxes payable
by ACI,  or (vii)  organize  any  subsidiary  of ACI,  or  acquire or permit the
acquisition of any equity interest in any other business or entity

     (b) To the best of their  ability,  the ACI Parties will (i) maintain ACI's
books,  accounts,  and records as now being  maintained,  on a consistent basis,
(ii) maintain ACI's properties in good repair, (iii) comply with and not violate
any law,  rule,  regulation,  or  ordinance  whatever  applicable  to ACI or its
business  or any license or permit  issued to ACI,  and (iv) take each and every
step necessary to preserve the Charter Issued by the State of Arizona, including
timely  filing of  corporate  reports and  current  payment of all taxes now and
hereafter due and owing.

     5.03 Issuance of Additional  Securities.  ACI shall not issue or permit the
issuance of any common stock of ACI or of any warrant,  option or other right to
subscribe for or acquire common stock or any other  securities  whatever of ACI,
nor shall any stock option or stock purchase plan,  incentive  stock option plan

                                       9
<PAGE>
or similar plan be adopted  whereby  persons could acquire  securities of ACI or
any opinion or similar right to acquire such securities.

     5.04 Publicity and Filings. All press releases, shareholder communications,
filings with the Securities and Exchange Commission or other governmental agency
or body and other  information  and  publicity  generated by ACI  regarding  the
transactions  contemplated  in this Agreement  shall be reviewed and approved by
the Purchaser arid its counsel before release or  dissemination to the public or
filing with any governmental agency body whatever.

     5.05  Access.  The ACI Parties  agree that they will allow the  Purchaser's
directors,  officers,  accountants,  attorneys  and other  representatives  full
access,  during normal business hours  throughout the term of  applicability  of
this Agreement, to all information whatever concerning ACI's respective affairs,
operations  and   properties  as  the  Purchaser  may  reasonably   request  All
information  provided  herein is being  furnished in strict  accordance with the
confidentiality provisions of this Agreement

     5.06 Stand-Still Agreement.  Unless and until this Agreement is terminated,
the ACI Parties agree not to solicit from any third party an offer or expression
of  interest  in or with  respect  to any  acquisition,  combination  or similar
transaction  involving  ACI or  substantially  all of its  assets or  securities
(whether  outstanding  or  authorized  but unissued) and further agree that they
will  promptly  inform the  Purchaser of the  existence of any such  unsolicited
offer or expression of interest

                                   ARTICLE VI
                           COVENANTS OF THE PURCHASER

     The Purchaser covenants and agrees that, prior to the Closing Date:

     6.01  Effectuation  of this  Agreement.  The  Purchaser  will  use its best
efforts to cause this Agreement to become effective, and all transactions herein
contemplated  to be  consummated,  in accordance with their terms, to obtain all
required consents and  authorizations of third parties,  to make all filings and
give all notices to those  regulatory  authorities  or other third parties which
may be  necessary  or  reasonably  required in order to effect the  transactions
contemplated  in this  Agreement,  and to  comply  with all  federal  and  state
securities  laws and/or any other laws as may be applicable to the  contemplated
transactions.

     6.02 Conduct.

     (a) The Purchaser  will not permit or do or cause to be done anything which
the  Purchaser  has  represented  in Article 4 not to have been done,  except as
otherwise  permitted in this  Agreement or consented to by ACI in advance and in
writing.

     (b) To the best of its ability,  the Purchaser will (i) comply with and not
violate  any  law,  rule,  regulation  or  ordinance  whatsoever  applicable  to
Purchaser  and (ii) take each and every step  necessary  to preserve the charter
issued by the State of Nevada,  including timely filing of corporate reports and
current payment of all taxes now and hereafter due and owing

     6.03 Publicity and Filings. All press releases, shareholder communications,
filings  with  the  Securities  and  Exchange  Commission,   if  any,  or  other
governmental agency or body and other information and publicity generated by the
Purchaser  regarding the  transactions  contemplated  in this Agreement shall be
reviewed and approved by ACI and their counsel before  release or  dissemination
to the public or filing with any governmental agency or body whatever.

                                       10
<PAGE>
                                   ARTICLE VII
       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACI AND THE SHAREHOLDER

     The obligations of ACI and the Shareholder under this Agreement are subject
to the satisfaction of the following conditions,  unless waived in writing on or
prior to the Closing Date.

     7.01  Representations  Correct.  The  representations and warranties of the
Purchaser contained in this Agreement shall be in all material respects true and
correct on and as of the Closing Date.

     7.02  Compliance.  Purchaser shall have performed all covenants,  satisfied
all  conditions  and  complied  with all  other  terms  and  provisions  of this
Agreement to be  performed,  satisfied or complied  with by it as of the Closing
Date.

     7.03  Resolutions.  The Purchaser  shall have  delivered to ACI's counsel a
certified copy of resolutions adopted by Its Board of Directors  authorizing the
execution,  delivery and  performance  of this  Agreement  and  authorizing  the
transfer of the  consideration  as contemplated in this Agreement  together with
all  documents to be executed and  delivered by it on the morning of the Closing
Date

     7.04  Personal  Guarantees.  Purchaser  shall  be  obligated,  prior to the
Closing Date, to cause the  Shareholder  to be released from any and all written
personal guarantees associated with any and all liabilities, debt or obligations
directly associated with ACI.

     7.05 Employment  Contracts.  On the Closing Date Purchaser shall enter into
not less than Five (5) year employment  agreements  with William Malone,  Dennis
Malone and Steve Tappen in the form attached  hereto as Exhibits  "K-1",  "K-2",
and "K-3" and by this reference incorporated herein.

                                  ARTICLE VIII
            CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER

     The  obligations  of the Purchaser  under this Agreement are subject to the
satisfaction of the following  conditions,  unless waived in writing on or prior
to the Closing Date:

     8.01 Representations Correct. The representations and warranties of ACI and
the Shareholder  contained in this Agreement  shall be in all material  respects
true and correct on and as of the Closing Date.

     8.02  Compliance.  The ACI  Parties  shall have  performed  all  covenants,
satisfied all  conditions  and complied  with all other terms and  provisions of
this Agreement to be respectively performed,  satisfied or complied with by them
as of the Closing Date,

     8.03 Officers  Certificates.  On the Closing Date, the Purchaser shall have
received a certificate,  dated as o the Closing Date, signed by the President of
ACI, in form and  substance  satisfactory  to the  Purchaser,  stating in effect
that,  except as reflected in the Exhibits and Schedules to this Agreement or in
any other writin\gc  provided to the Purchaser prior to the Closing Date (i) the
representations  and  warranties  of ACI set forth in this  Agreement and in all
Exhibits,  Schedules and other documents furnished in connection herewith are in
a! material respects true and correct on the Closing Date in accordance with the
representations  and  warranties  contained  herein,  (ii) ACI has performed all
covenants,  satisfied  all  conditions,  and  complied  with all other terms and
provisions of this  Agreement to be performed,  satisfied or complied with by it
as of the Closing Date (iii) since the date of ACI's Financial Statements, there
has  not  been  any  materially  adverse  change  in  the  business,  prospects,
properties  or  financial  condition of ACI,  (iv) since such date.  ACI has not
entered into any material  transaction other than  transactions  which are usual
and in the ordinary  course of Its business,  (v there are no pending or, to the
best of his or her knowledge,  threatened  actions,  suits or proceedings of any
kind Known to such officer to which ACI is a party,  or of which the property of
ACI is the  subject,  which could  reasonably  be expected to have a  materially
adverse effect on the business, prospects,  properties,  operations or financial
condition of ACI.

                                       11
<PAGE>
     8.04 Due Diligence  Review.  Purchaser shall have completed a due diligence
review  satisfactory  to it covering all books,  records and documents,  and all
business and financial affairs of ACI

     8.05 No  Material  Change,  As of the  Closing  Date,  ACI  shall  not have
incurred any  liabilities or obligations  direct or contingent,  or entered into
any  material  transactions  except  those  which are usual and in the  ordinary
course of business or previously approved in writing by the Purchaser, and there
shall not have been any change in ACI's capital stock, or any materially adverse
change in the business, prospects, properties of financial condition of ACI.

     8.06  All  Consents  Obtained.  All  consents,  approvals,  authorizations,
waivers or orders of any court,  tribunal  arbitrator,  union,  or  governmental
agency or body required or necessary for the  consummation  of the  transactions
contemplated  in this  Agreement  shall have been obtained No federal,  state or
municipal agency department or other  instrumentality  shall have threatened any
action  against  either the Purchaser or ACI to prevent this Agreement or any of
the transactions contemplated in this Agreement.

     8.07  Resolutions.  ACI shall have delivered to the  Purchaser's  counsel a
certified copy of resolutions adopted by its Board of Directors  authorizing the
execution,  delivery and  performance  of this  Agreement  and  authorizing  the
transfer of the ACI Shares as contemplated in this Agreement,  together with all
documents to be executed and delivered by it on the morning of the Closing Date.

                                   ARTICLE IX
                          TERMINATION OF THIS AGREEMENT

     9.01 Grounds for Termination. This Agreement shall terminate

     (a) By mutual consent of Purchaser and ACI,

     (b) if Purchaser or its counsel  shall  determine in their sole  discretion
that the transactions  contemplated in this Agreement have become inadvisable by
reason  of  the  institution  or  threat  by  any  federal  state  or  municipal
governmental authority or by any other person whatever of a formal investigation
or of any action, suit or proceedings of any kind against either or both parties
which in their  reasonable  belief,  Is material  in light of the other  party's
business, prospects,  properties or financial condition; provided that a written
request to a party by any governmental authority for information of a kind which
suggests the existence of all  investigation or could be used in connection with
any such investigation, action, suit or proceedings may be deemed to be a threat
of an  investigation or a material  action,  suit or litigation  irrespective of
when such request is received,

     (c) Upon  election  of the  Purchaser,  if in its  opinion,  or that of its
counsel,  the transactions  contemplated in this Agreement do not qualify for an
exemption from the  registration  requirements  of the Securities Act of 1933 or
applicable state securities laws.

     (d) By  either  party in the  event  this  Agreement  does not close on the
Closing  Date  pursuant to the terms  hereof,  or any  mutually  agreed  written
extension thereof, or in the event of a material breach of this Agreement by the
other party.

     9.02 Manner of Termination. Any termination of this Agreement shall be made
in  accordance  with the above listed  grounds and shall be evidenced by written
resolution  of the  terminating  party's  Board of Directors  Written  notice of
termination  shall be given to the other party as required in this  Agreement as
promptly as is practicable  under the  circumstances  Upon a party's  receipt of
such  termination  notice,  this Agreement shall terminate and the  transactions
herein contemplated shall be abandoned without further action by the parties.

     9.03  Effect of  Termination.  Upon a party's  receipt of such  termination
notice,  this  Agreement  shall  terminate  (except  as to  covenants  regarding
confidentiality of information) and the transactions  herein  contemplated shall
be abandoned without further liability to the parties, provided, that if a party
shall terminate this Agreement  without lawful cause, such party shall be liable

                                       12
<PAGE>
for all Termination Damages (defined below) suffered by the other party, or if a
party shall  terminate  this  Agreement due to (i) the other party's  default or
refusal  to perform in respect  to any  covenant  in this  Agreement,  or (ii) a
willful misstatement in or material omission from any representation or warranty
made by the other  party,  or (iii) the other  party's  failure  or  refusal  to
consummate  the  contemplated  transactions  by  the  Closing  Date  (as  may be
extended)  without  justification  under the terms of this  Agreement,  then the
party  terminating  this  Agreement for any of such reasons shall be entitled to
obtain all  Termination  Damages  (defined  below) suffered by it from the other
party,

     For  purpose of this  Section,  "Termination  Damages"  are  defined as all
reasonable  out-of-pocket  costs and  expenses and or other  damages  whatsoever
suffered by the Purchaser or the  Shareholder  in connection  with  negotiating,
drafting and performing under this Agreement and the conducting of due diligence
inquiries (which shall include review of documentation, inspection of properties
and other time and effort fairly characterized as due diligence),  including but
not limited to travel and other  out-of-pocket  expenses,  attorneys' fees, fees
and expenses paid to consultants and other advisors.

     9.04  Survival of  Confidentiality  Provisions.  Upon  termination  of this
Agreement  for any  reason  (i) the  covenants  of the  parties  concerning  the
confidentiality  and proprietary  nature of a!! documents and other  information
furnished  hereunder  shall remain in force except as to  information  which has
otherwise become public knowledge, and (ii) each party shall promptly return a!!
documents  received from the other party in connection  with this Agreement This
Section constitutes a mutual covenant of the parties,  and either may judicially
enforce it.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

     10.01 Notices.  Every notice request and Instruction  required or permitted
under this  Agreement  shall be in writing and,  except as  otherwise  permitted
herein, shall be delivered by registered or certified mail, telegram cable or by
personal delivery (provided that a receipt for delivery is obtained) as follows

     If to Purchaser:   Circuit Source International
                        1930 East Third Street
                        Suite 15
                        Tempe, Arizona 85281

     If to ACI:         Avanti Circuits, Inc.
                        17650 North 25th Avenue
                        Phoenix, Arizona 85023

     If to Shareholder: Mr William C Malone
                        18840 North 30th Street
                        Phoenix, Arizona 85050

or to any subsequent address provided by a party in accordance with this Section
All  notices  sent to the  Shareholder  shall be sent to the  address  of ACI as
stated hereinabove.

     10.02  Expenses.  Each  party  shall bear its own  expenses  fees and costs
associated with this transaction.

     10.03  Survival.  All  representations,  warranties  and  covenants  of the
parties shall survive the execution and consummation of this Agreement.

     10.04  Benefit.  This  Agreement  shall be  binding  upon and  inure to the
benefit of the  Purchaser  and ACI and insofar as their  interests  appear,  the
Shareholder,   and  their  respective  heirs,  successors,   assigns  and  legal
representatives Noting in this agreement is intended, expressly or impliedly, to
confer any  benefit,  right or remedy upon any person other than the parties and
as set forth in this Section, except as may otherwise be explicitly set forth in
this Agreement

                                       13
<PAGE>
     10.05  Litigation.  This  Agreement may be enforced by legal action for the
recovery of Termination  Damages as provided above, or other damages,  or by way
of specific  performance The party prevailing in any such action hereunder shall
be entitled to recover from the party not prevailing therein all costs it incurs
in prosecuting or defending such action, including reasonable attorneys' fees

     10.06  Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of  Arizona  Headings  appearing  in this
Agreement  are  employed  for  convenience  of  reference  only and shall not be
considered in interpreting this Agreement

     10.07 Entire  Agreement.  This Agreement may not be amended or supplemented
except by an agreement in writing  signed by both the  Purchaser and ACI and, to
the extent their substantive rights hereunder are affected the Shareholder also

     10.08  Waiver.  Any party may  waive  the  satisfaction  of any one or more
conditions precedent to its obligations hereunder and may waive any other rights
hereunder  Any such waiver shall be in writing,  signed by the  President of the
party making the waiver and shall clearly  identity the  condition  precedent or
other right being waived. No such waiver shall operate as a subsequent waiver of
any other condition  precedent or other right  Nonetheless,  If a party proceeds
with the  consummation of the  transactions  contemplated in this Agreement such
action shall effect a waiver of all  conditions  precedent (but not of any other
rights) which the party knew remained unsatisfied

     10.09 Severability.  In the event any provision of this Agreement is deemed
to be  unenforceable  for any reason,  such  provision  shall not invalidate the
remaining  portion of this Agreement,  which if possible shall be enforced as if
such unenforceable provision never was written.

     10.10  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be considered  an original,  but all of which
together shall constitute one and the same instrument.

     10.11 No Brokers or  Finders.  Each party  represents  and  warrants to the
other that it has not employed, and does not intend to employ, any person on its
behalf as a broker or finder in connection  herewith and agrees to indemnify the
other  party  against  any  liability  arising  from the  claims of any  persons
claiming  to have  acted as brokers or finders  and  against  any other  damages
suffered as a consequence of the falsity or breach of this representation.

     10.12 Attorney's Fees. If any action,  suit or other proceedings is brought
to enforce or interpret any provision of this  Agreement,  the prevailing  party
shall be entitled to recover such party's  costs and expenses of suit  including
but not limited to attorney's fees.

     10.13  Execution  by  Facsimile.  The  parties  hereto may  exchange  their
respective  signatures of this  Agreement by transmittal of the same through use
of a  facsimile  or  telefax  machine  and the  receipt  of the  same  shall  be
conclusive evidence of the acceptance of the terms by such transmitting party In
such event pages  including the original  signatures  shall be forwarded to each
respective  party  within three (3) days of the Closing Date but for purposes of
effectiveness  of this  Agreement.  the terms of this Agreement  shall be deemed
binding upon receipt of the relevant transmission.

     10.14 Confidential Information.  The parties hereto mutually agree that any
and all information  exchanged in connection  with the transaction  contemplated
hereby or this Agreement is confidential  The parties further agree that neither
has not and will not distribute any information and has not nor will not use any
such information except for purposes of evaluating the transaction  contemplated
herein or divulge  the  contents o any  written or printed  material or any oral
communication  with each other in connection with the  transaction  contemplated
hereby, to anyone other than such legal or financial  advisor(s) as either party
may  deem  necessary,  from  time  to  time,  for  purposes  of  evaluating  the
transaction contemplated hereby.

                                       14
<PAGE>
     IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as first
written above

Avanti Circuits, Inc                        Circuit Source International, Inc


By: /s/ William C. Malone                   By: /s/ James Keaton
    --------------------------------            --------------------------------
    William C. Malne, President                 James Keaton, President


Shareholder


By: /s/ William C. Malone                   By: /s/ Ron Conquest
    --------------------------------            --------------------------------
    William C. Malone, lndividually             Ron Conquest, Witness

                                       15