Asset Purchase Agreement

          This Asset Purchase Agreement (the "Agreement") is made and
     effective February 15, 2000, by and between CraftClick.com, Inc., a Utah
     Corporation ("Buyer") and Stamparoo.com, Inc., a Massachusetts
     Corporation. ("Seller").

          Seller operates a web site specific to the online rubber-stamping
     crafts community under the name Stamparoo.com (the "Business").

          Seller desires to sell to Buyer, and Buyer desires to purchase
     from Seller, certain assets of Seller used in the Business, subject to
     the terms of this Agreement.

          NOW, THEREFORE, the parties agree as follows:

  1. Transfer of Assets.  At the Closing, subject to the terms of this
  Agreement, Seller shall sell, assign, transfer, convey and deliver to
  Buyer, and Buyer shall purchase from Seller, free and clear of all liens,
  encumbrances, claims, clouds, charges, equities or imperfections of any
  nature, all software, databases, contract rights, customer lists,
  trademarks, trade names, intellectual property, goodwill, materials,
  supplies, telephone numbers, business records, and other assets owned by
  Seller and used or useful in the Business and related operations.  The
  assets and properties to be transferred by Seller to Buyer shall include,
  without limitation those identified in Exhibit A attached hereto. It is
  understood that other than the website operating hardware and operating and
  application software currently used by Seller, that Seller has no other
  assets or liabilities that would appear on a financial statement prepared
  in accordance with generally accepted accounting principles.

    2. Conveyance and Transfer Documents.  Seller agrees to deliver to
  Buyer at the Closing such stock certificates, bills of sale, documents of
  title and other instruments of conveyance and transfer, in form and content
  satisfactory to Buyer, as shall be effective to vest in Buyer good and
  marketable title in and to any property to be sold, assigned, transferred,
  conveyed and delivered hereunder.

  3. Payment of Purchase Price.  In exchange for full payment for all of the
  items purchased from Seller, Buyer shall issue Seller 100,000 shares of its
  common stock. Such issued shares shall be "restricted securities" and shall
  be imprinted with the following legend or a reasonable facsimilie thereof
  on the front and reverse sides thereof:

  "The shares of stock represented by this certificate have not been
  registered under the Securities Act of 1933, as amended, and may not be
  sold or otherwise transferred unless compliance with the registration
  provisions of such Act has been made or unless availability of an exemption
  from such registration provisions has been established, or unless sold
  pursuant to Rule 144 under the Act."

  4. Nonassumption of Liabilities.  Except as otherwise agreed expressly in
  writing, Buyer does not and shall not assume or agree to pay any of
  Seller's or, where applicable, any shareholder's, partner's, or member's,
  liabilities or obligations of any nature or kind.  Seller and, where
  applicable, any shareholder, partner, or member, shall each remain
  responsible for their respective debts and obligations.

  5. Further Assurances.  From time to time after the date of this Agreement,
  Seller shall give to Buyer, and to Buyer's representatives, auditors and
  counsel, full access during normal business hours to all of the properties,
  books, records, tax returns, contracts, licenses, franchises and all of the
  documents of Seller relating to the Business and shall furnish to Buyer all
  information with respect to the Business, as Buyer may from time to time
  reasonably request.  Promptly following execution of this Agreement, Seller
  shall use Seller's best efforts to obtain all consents (if any, including,
  without limitation, consents of any government or governmental agency)
  necessary to effect the sale, assignment, transfer, conveyance and delivery
  contemplated by Section 1 hereof.  From time to time after the Closing, at
  Buyer's request and without further consideration, Seller agrees to execute
  and deliver at Seller's expense such other instruments of conveyance and
  transfer and take such other action as Buyer reasonably may require more
  effectively to sell, assign, transfer, convey, deliver and vest in Buyer,
  and to put Buyer in possession of, any property to be sold, assigned,
  transferred, conveyed and delivered hereunder.



  6. Closing.
       A. The issuance of shares, delivery of documents and completion
  of other items related to the transfer of the Business and the assets
  purchased by Buyer (the "Closing") shall be held on February 18,
  2000, at 5:00 p.m., at Andover, MA, or on such other date, and at
  such other time and place, as mutually agreed upon by the parties in
  writing.
       B. At the Closing:
            (i)  Seller shall execute and deliver to Buyer the
  instruments of conveyance and transfer called for in Section 2 hereof;
            (ii) Buyer shall deliver to Seller a Board resolution
  instructing the Buyer's transfer agent to issue the stock called for in
  Section 3 above.
       C. In the event that the Closing hereunder shall not be
  consummated by February 15, 2000 for any reason other than some act,
  omission or material breach by Buyer, this Agreement shall, at the
  sole option of Buyer, terminate.

  7. Representations and Warranties of Seller.  Seller represents and
  warrants to and covenants with Buyer, and Buyer's successors and assigns
  (which representations, warranties and covenants shall survive the
  Closing), as follows:
       A. Seller has full power and authority to execute and deliver
  the Agreement and to consummate the transactions contemplated hereby.
       B. This Agreement and Seller's performance of the obligations
  herein do not constitute the breach or violation of any agreement,
  covenant, obligation or promise to which Seller is legally bound.
       C. Seller's execution, delivery and performance of this
  Agreement will not constitute the breach or violation of any
  agreement, obligation, promise, covenant or court order with respect
  to any spousal maintenance or child support obligation and that
  Seller's spouse, if any, does not own any part of the Business and no
  consent or waiver by any such spouse is required to complete Seller's
  obligations herein.
       D. Except as otherwise disclosed by Seller in writing, as of
  the date of this Agreement, the assets and properties of Seller are
  not, and as of the Closing they will not be, subject to any liens,
  encumbrances, claims, clouds, charges, equities or imperfections of
  any nature.
       E. Neither the execution or delivery by Seller of this
  Agreement or the transactions contemplated hereby will: (i) result in
  the creation of any lien, security interest, or encumbrance upon any
  of the assets of Seller; (ii) violate any order, writ, injunction,
  decree, judgment, law, rule, regulation or ruling of any court or
  governmental authority applicable to Seller or any of its properties;
  or (iii) require any consent, approval or authorization of, or
  declaration, filing or registration with, any governmental or
  regulatory authority.
       F. Seller, and where applicable any shareholder, officer,
  director, member or partner, are in violation of, or under
  investigation with respect to, or have been charged with or given
  notice of, any violation of any applicable law, statute, order, rule,
  regulation, policy or guideline promulgated or judgment entered, by
  any federal, state or local court or governmental authority relating
  to or affecting the Business, Seller or any of Seller's assets.
       G. As of the Closing Date there has not been, any materially
  adverse change in the financial condition, assets, liabilities,
  business or property of Seller, or with respect to its employees or
  customers, and Seller has no knowledge of any fact or contemplated
  event which may, in the future, cause any such materially adverse
  change.  As of the date of Closing, the business of the Seller has
  been, and will be, conducted only in the ordinary course.
       H. Copies of all instruments, agreements and other documents
  which have been delivered or may be delivered to Buyer by Seller
  pursuant to or in connection with this Agreement are and will be
  complete and correct as of the date hereof and as of the Closing.
  Exhibits B and C, attached hereto and made a part hereof, are lists
  of all contracts, leases, licenses and other agreements relating to
  the Business.  Seller is not in default and has not received any
  notice of default under any such contract, lease, license or other
  agreement or under any other obligation relating to the Business.
       I. As of the date hereof there is, and on the Closing Date
  there will be, no litigation at law or in equity, no proceeding
  before any commission or other administrative or regulatory
  authority, and no dispute, claim or controversy (including, without
  limitation, labor union strikes, elections, arbitrations, grievances,
  complaints, or administrative actions) pending, or to the knowledge
  of Seller threatened, against or affecting the business or property
  of Seller or it right to carry on it business and enter into and
  consummate the transactions contemplated by this Agreement.
       J. There is no unfair labor practice complaint against Seller
  pending before the National Labor Relations Board.  There is no labor
  strike dispute, slowdown or stoppage, or any union organizing
  campaign, pending, or to the best of the knowledge of Seller,
  threatened against or involving Seller.  No labor agreements have
  been filed with Seller which has had, or may have, a materially
  adverse effect on Seller's business.  No collective bargaining
  agreement is currently being negotiated with Seller.
       K. Seller has not employed any broker or finder or incurred any
  liability for any brokerage fees, commissions, finder fees or similar
  fees or expenses, and no broker or finder has acted directly or
  indirectly for Seller in connection with this Agreement or the
  transactions contemplated hereby.
       L. On the date hereof Seller has, and on the Closing Seller
  shall have, duly prepared and timely filed all local, state and
  federal tax returns (including, without limitation, those which
  relate to FICA, withholding and other payroll taxes) required to be
  filed by such dates, and paid all taxes, penalties and interest with
  respect thereto.  To the extent that any tax liabilities have accrued
  but not become payable, the full amounts thereof have been reflected
  as liabilities or reserved against on the Balance Sheet.  After the
  Closing, Seller shall duly prepare and timely file any and all local,
  state and federal tax returns which pertain, in whole or in part, to
  the period on or before the Closing, and pay all taxes, penalties and
  interest with respect thereto.
       M. On the date hereof, the properties and assets to be
  transferred under this Agreement are, and on the Closing they will
  be, in good condition and repair.
       N. Seller shall permit Buyer and its representatives at all
  reasonable times during business hours and without interfering with
  the normal conduct of the business of Seller, to examine and have
  full access to all of the properties, books and records of Seller and
  to copy such books and records (at Buyer's expense).

  8. Representations and Warranties of Buyer.  Buyer represents and warrants
  to and covenants with Seller (which representations and warranties shall
  survive the Closing) as follows:
       A. Buyer is a Corporation duly organized, validly existing and
  in good standing under the laws of the State of Utah.
       B.  Buyer has full power and authority to execute and deliver
  the Agreement and to consummate the transactions contemplated hereby.
  The execution, delivery and consummation of this Agreement have been
  duly authorized and approved by such directors of Buyer as required
  by, and in accordance with, applicable laws and the instruments,
  agreements and documents controlling Buyer's governance.
       C. As of the date hereof there is, and as of the Closing there
  will not be litigation at law or in equity, no proceeding before any
  commission or other administrative or regulatory authority, and no
  dispute, claim or controversy pending, or to the knowledge of Buyer
  threatened, against or affecting the right of Buyer to enter into and
  consummate the transactions contemplated by this Agreement.
       D.  Buyer has not employed any broker or finder or incurred any
  liability for any brokerage fees, commissions, finder fees or similar
  fees or expenses in connection with the transactions contemplated by
  this Agreement, and no broker or finder has acted on Buyer's behalf.

  9. Indemnification.
       A. Seller indemnifies and holds harmless Buyer against any
  loss, damage or expense (including, without limitation, taxes,
  penalties, interest and reasonable attorney's fees) asserted against
  or suffered by Buyer arising out of or resulting from (i) any breach
  of this Agreement by Seller; (ii) any inaccuracy in the
  representations, warranties, and covenants made by Seller in this
  Agreement, or in any certificate, schedule, exhibit or written
  instrument delivered or to be delivered under this Agreement; and
  (iii) any liability, obligation, demand, claim, action, or judgment,
  known or unknown, which may already have arisen or which may
  hereafter arise, by reason of or in connection with the operation of
  Seller's business prior to the Closing.
       B. (i) Buyer shall promptly notify Seller of any claim or
  demand which Buyer determines has given or could give rise to a right
  of indemnification under this Agreement.  Unless Seller give Buyer
  written notice that either contests Buyer's right to indemnification
  for a claim or demand within thirty (30) days of the date Buyer
  notifies them of such a claim or demand, Seller shall be deemed to
  have acknowledged Buyer's right to indemnification for such claim or
  demand pursuant to the provisions of this Agreement.
          (ii) If any claim or demand relates to a claim or demand asserted
  by a third party against Buyer, Seller shall have the duty, at
  Seller's expense, to defend any such claim or demand.  Buyer shall
  make available to Seller and Seller's representatives all records and
  other materials reasonably required by them for their use in
  contesting any such claim or demand.  Buyer shall have the right, but
  not the obligation, to employ separate counsel, and to participate
  with Seller in the defense of any such claim or demand, but the fees
  and expenses of such separate counsel shall be paid by Buyer.  In not
  event shall Buyer be obligated to defend any such claim or demand.

  10.  Conditions Precedent to the Obligations of Buyer.  The obligations
  of Buyer under this Agreement are subject to the following conditions
  precedent:
       A. The representations, warranties and covenants made by Seller
  herein to Buyer shall be true and correct in all material respects on
  and as of the Closing Date with the same effect as if such
  representations, warranties and covenants had been made on and as of
  date of the Closing, and Seller shall have performed and complied
  with all agreements, covenants and conditions on their part required
  to be performed and complied with on or prior to the Closing.
       B. The assets to be purchased by Buyer and the Business shall
  not have been adversely affected in any material way (whether or not
  covered by insurance) as a result of any fire, casualty, act of God
  or other force majeure or any labor dispute or disturbances.

  11.  Conditions Precedent to the Obligations of Seller.  The
  obligations of Seller shall be subject to the condition precedent that all
  warranties, representations, and covenants made by Buyer to Seller in this
  Agreement shall be true and correct in all material respects on and as of
  the Closing with the same effect as if such warranties, representations,
  and covenants had been made on and as of the date of the Closing, and Buyer
  shall have performed or complied with all agreements, covenants and
  conditions on its part required to be performed or complied with on or
  prior to the Closing.

  12.  Covenants of Seller.  Seller covenants with Buyer as follows:
          During the two year period from and after the Closing,
  Seller shall not directly or indirectly, or as a partner,
  shareholder, employee, manager or otherwise, own, manage, operate,
  control, be employed by, participate in, or otherwise be connected
  with any other business the same as or similar to the Business.  In
  the event any of the provisions of this Section shall be determined
  to be invalid by reason of their scope or duration, this Section
  shall be deemed modified to such extent as required to cure the
  invalidity.  In the event of a breach, or a threatened breach, of
  this covenant, Buyer shall be entitled to obtain an injunction
  restraining the commencement or continuance or the breach, as well as
  to any other legal or equitable remedies permitted by law.

  13.  Notices.
  Any notice under this Agreement shall be effectively given upon deposit
  in the United States mail, postage prepaid, or by recognized overnight
  delivery service, and addressed as follows (or at such change of address
  given by one party to the other in writing after the date hereof):
       If to Buyer:  CraftClick.com, Inc., 432 Culver Blvd., Playa Del
       Rey, CA 90293

       If to Seller:  Dan Richards, 263 Beacon Street, Andover, MA

  14.  Final Agreement.
  This Agreement represents the full agreement between the parties and
  supersedes any and all prior negotiations and understandings between
  them.  This Agreement may not be modified or amended except by a written
  instrument executed by all of the parties.

  15.  Governing Law.
  This Agreement shall be governed by and construed according to the laws
  of the State of Utah.

  16.  Force Majeure.
  Nonperformance of either party shall be excused to the extent that
  performance is rendered impossible by strike, fire, flood, governmental
  acts, orders or restrictions, or any other reason where failure to
  perform is beyond the control and not caused by the negligence of the
  non-conforming party.

  17.  No Assignment.
  The parties agree that neither party may assign or transfer any rights
  and obligations under this Agreement, directly or indirectly except upon
  the prior written consent of the other party.  Subject to the foregoing,
  this Agreement shall be binding upon and inure to the benefit of the
  parties hereto, their successors and assigns.

  18.  Severability.
  If any provision of this Agreement is held to be invalid by a court of
  competent jurisdiction, then the remaining provisions shall nevertheless
  remain in full force and effect.

  19.  Counterparts.
  This Agreement may be executed in two or more counterparts, each of
  which shall be deemed an original.

  20.  Headings.
  Headings used in this Agreement are provided for convenience only and
  shall not be used to construe meaning or intent.

       IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement on the day and year first above written.



  CraftClick.com, Inc.          Stamparoo.com,
  Inc.



  By: /s/Peter A. Yollin        /s/Dan Richards
  Peter A. Yollin               Dan Richards
  Chief Executive Officer
  <PAGE>
                            EXHIBIT A
                         Seller's Assets

  Operating hardware currently running the Company's website.

  All software relating to the Business, including but not limited to
  operating and application software.

  All domain names registered to the Business, including but not limited
  to stamparoo.com.

  All e-mail lists and registered member and customer information.

  Complete access including passwords to the Business web site.

  Any information that is stored in the databases of the Business.
  <PAGE>

  Interwest Transfer Co.
  1981 East Murray-Holladay Rd.
  P. O. Box 17136
  Salt Lake City, Utah  84117

  Craftclick.com, Inc.
  432 Culver Blvd.
  Playa Del Rey, California 90393

          Re:  Sale of assets of Stamparoo.com, Inc., a Massachusetts
               Corporation ("Stamparoo") in exchange for shares of
               Craftclick.com, Inc., a Utah corporation ("Craftclick
               or "the Company")

     Dear Ladies and Gentlemen:

               Pursuant to that certain Asset Purchase Agreement (the
     "Agreement") between the undersigned I acknowledge that I have approved
     this sale and exchange; that I am aware of all of the terms and
     conditions of the Agreement; that I have received and personally
     reviewed a copy of any and all material documents regarding the Company,
     including, but not limited to Articles of Incorporation, Bylaws, minutes
     of meetings of directors and stockholders, financial statements and the
     Company's Annual and Quarterly and Current Reports filed with the
     Securities and Exchange Commission for the past twelve months which can
     be reviewed in the Edgar Archives at www.sec.gov.  I represent and
     warrant that no director or officer of the Company or any associate of
     either has solicited this exchange; that I am an "accredited investor"
     as that term is known under the Rules and Regulations of the Securities
     and Exchange Commission; and/or, I represent and warrant that I have
     sufficient knowledge and experience to understand the nature of the
     exchange and am fully capable of bearing the economic risk of the loss
     of my entire cost basis.  I hereby compromise and waive any claims I
     have or may have against Stamparoo under any federal or state securities
     laws, rules or regulations or otherwise, or for any other reason
     whatsoever.

               I understand that you have and will make books and records
     of your Company available to me for my inspection in connection with the
     contemplated exchange of my shares, and that I have been encouraged to
     review the information and ask any questions I may have concerning the
     information of any director or officer of the Company or of the legal
     and accounting firms for the Company.  I understand that the accounting
     firm for Craftclick is Mantyla, McReynolds & Assoc., 5872 South 900
     East, #250, Salt Lake City, Utah 84121; Telephone: (801) 269-1818; and
     that legal counsel for Craftclick is Leonard W. Burningham, Esq., 455
     East 5th South, Suite 205, Salt Lake City, Utah 84111, Telephone #801-
     363-7411.

               I also understand that I must bear the economic risk of
     ownership of any of the Craftclick shares for a long period of time, the
     minimum of which will be one (1) year, as these shares are
     "unregistered" shares and may not be sold unless any subsequent offer or
     sale is registered with the United States Securities and Exchange
     Commission or otherwise exempt from the registration requirements of the
     Securities Act of 1933, as amended (the "Act"), or other applicable
     laws, rules and regulations.

               I intend that you rely on all of my representations made
     herein and those in the personal questionnaire (if applicable) I
     provided for use by Craftclick as they are made to induce you to issue
     me the shares of Craftclick under the Agreement, and I further represent
     (of my personal knowledge or by virtue of my reliance on one or more
     personal representatives), and agree as follows, to-wit:

               1.   That the shares being acquired are being received for
     investment purposes and not with a view toward further distribution;

               2.   That I have a full and complete understanding of the
     phrase "for investment purposes and not with a view toward further
     distribution";

               3.   That I understand the meaning of "unregistered shares"
     and know that they are not freely tradeable;

               4.   That any stock certificate issued by you to me in
     connection with the shares being acquired shall be imprinted with a
     legend restricting the sale, assignment, hypothecation or other
     disposition unless it can be made in accordance with applicable laws,
     rules and regulations;

               5.   I agree that the stock transfer records of your
     Company shall reflect that I have requested the Company not to effect
     any transfer of any stock certificate representing any of the shares
     being acquired unless I shall first have obtained an opinion of legal
     counsel to the effect that the shares may be sold in accordance with
     applicable laws, rules and regulations, and I understand that any
     opinion must be from legal counsel satisfactory to the Company and,
     regardless of any opinion, I understand that the exemption covered by
     any opinion must in fact be applicable to the shares;

               6.   That I shall not sell, offer to sell, transfer,
     assign, hypothecate or make any other disposition of any interest in the
     shares being acquired except as may be pursuant to any applicable laws,
     rules and regulations;

               7.   I fully understand that my shares which are being
     exchanged for shares of the Company are "risk capital," and I am fully
     capable of bearing the economic risks attendant to this investment,
     without qualification; and

          
<PAGE>
    8.   I also understand that without approval of counsel for
     Craftclick, all shares of Craftclick to be issued and delivered to me
     shall be represented by one stock certificate only and which such stock
     certificate shall be imprinted with the following legend or a reasonable
     facsimile thereof on the front and reverse sides thereof:

        The shares of stock represented by this
        certificate have not been registered under the
        Securities Act of 1933, as amended, and may not
        be sold or otherwise transferred unless
        compliance with the registration provisions of
        such Act has been made or unless availability of
        an exemption from such registration provisions
        has been established, or unless sold pursuant to
        Rule 144 under the Act.

        Any request for more than one stock certificate must be
     accompanied by a letter signed by the requesting stockholder setting
     forth all relevant facts relating to the request.  Craftclick will
     attempt to accommodate any stockholders' request where Craftclick views
     the request is made for valid business or personal reasons so long as in
     the sole discretion of Craftclick, the granting of the request will not
     facilitate a "public" distribution of unregistered shares of common
     voting stock of Craftclick.

        You are requested and instructed to issue a stock certificate as
     follows, to-wit:

        Daniel Richards and Ruthann Richards
        (Name(s) and Number of Shares)

        263 Beacon Street
        (Address)

        Andover, MA 01810
        (City, State and Zip Code)

        If joint tenancy with full rights of
        survivorship is desired, put the initials JTRS
        after your names.

        Dated this 15th day of February, 2000.

                            Very truly yours,



                            /s/Daniel Richards
                            /s/Ruthann Richards
<PAGE>
          UNANIMOUS CONSENT OF THE MEMBERS OF THE BOARD

                           OF DIRECTORS

                                OF

                       Stamparoo.com, Inc.


        The undersigned, constituting all of the directors of
Stamparoo.com Inc., a Massachusetts corporation (the "Company"), acting
pursuant to the corporate laws of the State of Wisconsin, do hereby adopt the
following resolutions, effective as of the latest date hereof, unless
indicated otherwise:

        RESOLVED, that the Company exchange 100% of its outstanding
        securities in consideration of the exchange of an aggregate
        total of 100,000 shares of the $0.001 par value common stock
        ("restricted securities") of CraftClick.com, Inc.,  a Utah
        corporation ("CraftClick"), pursuant to the Asset Purchase
        Agreement (the "Agreement") between the Company, and
        CraftClick as presented to a meeting of the Board of
        Directors;

        FURTHER, RESOLVED, that in the good faith judgment of the
        directors, the Agreement is fair, just and equitable, and in
        the best interests of the stockholders of the Company;

        FURTHER, RESOLVED, that the officers of the Company be and
        they hereby are authorized and directed to execute and
        deliver the Agreement and all other documents required or
        deemed necessary to complete the Agreement for and on behalf
        of the Company pursuant to which the Company shall exchange
        100% of its outstanding securities in exchange for shares of
        CraftClick.


Dated: 2/15/2000                          /S/Dan Richards
                                 Dan Richards, Director

Dated: 2/15/2000                          /s/Ruthann Richards
                                 Ruthann Richards, Director