STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (THIS "AGREEMENT") is
entered, into effectively the day of
199__ by and between Jones Naughton Entertainment, Inc., a Colorado
Corporation ("Issuer") and                 , a, a non-USA
jurisdiction entity, herein referred to as ("Purchaser"), and is executed in
reliance upon the transaction exemption afforded by Regulation D,
Rule 504 ("Regulation D") as promulgated by the securities and
exchange Commission ("SEC"), under the Securities Act of 1993, as amended
(the "1993 Act").

WHEREAS, Issuer is a publicly traded corporation on the OTC Bulletin Board,
traded under the symbol "JNNE" that is not (1) subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, (ii) and investment company, or (iii) a development stage
company that either (A) has no specific business plan or purpose, or (B) has
indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person;

WHEREAS, Issuer desires to sell, and Purchaser desires to purchase, $  f
Common Stock of the Issuer, upon the terms and conditions specified herein;

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

1.  PURCHASE OF SHARES; CLOSING

(a) Purchase and Sale. On the terms and subject to the conditions of this
Agreement, Issuer shall deliver to Purchaser, and Purchaser shall purchase
from Issuer, _________________Shares of Common Stock (the "Shares") of the
Issuer. The aggregate purchase price shall be _________________ Dollars

(b) Closing. The closing of the purchase and sale contemplated
by this Agreement shall take place effective on            1998 or on
such other date as the parties may mutually agree (the "Closing'). At
the Closing, Issuer shall deliver the Shares to the Purchaser against
payment of the purchase price therefore by check, wire transfer,
cancellation of indebtedness, or such other form of payment as shall be
mutually agreed upon by Purchaser and Issuer. In the event that payment
by Purchaser is made, in whole or in part, then purchaser shall surrender to
Issuer for cancellation at the closing any evidence of such indebtedness or
shall execute and instrument of cancellation in form and substances acceptable
to issuer. In addition, the Issuer at the Closing shall deliver to
Purchaser choosing to pay any part of the purchase price of the Shares by
cancellation of indebtedness, a check in the amount of any interest accrued
on such indebtedness through the Closing.

(c) Legends. The Shares shall be issued without a restrictive
legend pursuant to the terms of Regulation D.

2.  REPRESENTATIONS OF PURCHASER

(a) Offshore Transaction. Purchaser represents and warrants to
Issuer as follows:

<PAGE>

(i)  Purchaser is not a U.S. Person;

(ii) Purchaser is outside the United States and its territories as
of the date of the execution and delivery of this agreement;

(iii) Purchaser represents and warrants that Purchaser has sufficient
knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of its acquisition of the Shares
hereunder and that Purchaser has had made available to it such information
with respect to Seller as it has deemed necessary or appropriate to make such
evaluation.

(iv) Purchaser acknowledges that the purchase of the Shares involves a high
degree of risk and further acknowledges that it can bear the economic risk
of the purchase of the Shares, including the total loss of its investment; and

(v)  Purchaser understands that the Shares are being offered and
sold to it in reliance on specific exemptions from the registration
requirements of federal and state securities laws and that the Issuer is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Purchaser set forth herein
in order to determine the applicability of such exemptions and the suitability
of Purchaser to acquire the Shares.

(b)  Independent Investigation Access. Purchaser acknowledges that
Purchaser, in making the decision to purchase the Shares subscribed for, has
relied upon independent investigations made by it and its purchaser
representatives, if any, and Purchaser and such representative, if any, have
prior to any sale to it, been given access and the opportunity to
examine all material books and records of the Issuer, all material contracts
and documents relating  to this offering and an opportunity to ask questions
of, and to receive answers from the Issuer or any person acting on its behalf
concerning the terms and conditions of this offering. Purchaser and its
advisors, if any, have been furnished with access to all publicly
available materials relating to the offer and sale of the Shares which have
been requested. Purchaser and its advisors, if any have received complete and
satisfactory answers to any such inquires.

(c)  Due Authorization, Binding Effect. This Agreement has been duty
authorized, executed and delivered on behalf of Purchaser and, assuming
the due authorization, execution and delivery by Issuer, this Agreement
constitutes the valid, legal and binding obligation of Purchaser, enforceable
in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency, moratorium or similar laws
affecting the enforcement of creditors' rights generally;

(d) Accuracy of Representations. No representations or warranty made by
Purchaser in this Agreement and no certificate or document furnishes or to
be furnished to Issuer pursuant to this Agreement contains or will contain any
untrue statement of a material fact, or omits or will omit to state a material
fact necessary to make the statements contained herein or therein not
misleading.

<PAGE>

(e) No Government Recommendation or Approval. Purchaser understands that no
federal or state agency has passed on or made any recommendation
or endorsement of the Shares.

3.  ISSUER REPRESENTATIONS

(a) Due Authorization, Binding Effect. This Agreement has been
duly authorized, executed and delivered on behalf of Issuer and, assuming
the due authorization, execution and delivery by Purchaser, this Agreement
constitutes the valid, legal and binding obligation of Issuer, enforceable
in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency, moratorium or
similar laws affecting the enforcement of creditors' rights generally;

(b) Accuracy of Representations. No representation or warranty made by Issuer
in this Agreement and no certificate or document furnished or to be furnished
to Purchaser pursuant to this Agreement contains or will contain any untrue
statement of a statements contained herein or therein not misleading.

4.  EXEMPTION; RELIANCE ON REPRESENTATION. Purchaser understands that
the offer and sale of the Shares is not being registered under the 1933 Act.
Issuer is relying on the rules governing offers and sales made outside the
United States and the provisions of REGULATION D.

5.  TRANSFER AGENT INSTRUCTIONS. Issuer's transfer agent will be
instructed to issue one or more share certificates representing the Shares,
in the names of purchasers to be specified prior to Closing, and that the
Shares have been issued pursuant to Regulation D.

6.  CONDITIONS TO OBLIGATIONS OF THE ISSUER. All obligations of the
issuer under this Agreement are subject to the fulfillment or satisfaction,
prior to or at Closing of each of the following conditions precedent (all of
winch may be waived by the Issuer):

(a) Execution of Agreement. Execution of this Agreement by
Purchaser;

(b) Receipt of Purchase Price. Delivery by Purchaser of
same-day funds as payment
in full for the purchase of the Shares, as set forth in paragraph I hereof,

(c) Accuracy of Representations. Each of the representations
and warranties of the present Purchaser herein being true and correct in all
material respects on the date hereof and as of the Closing, and the Purchaser
having performed or complied with all agreements and covenants contained in
this Agreement to be performed or complied with by it prior to or at the
Closing;

(d) No Court Action. Neither the Issuer nor the Purchaser being
precluded by an
order or         preliminary or permanent injunction of a, court of
competent jurisdi                                             ction from
consummating the sale and purchase of the Shares pursuant to this Agreement
(each party
agreeing         to use its reasonable best efforts to have any such
injunction lifted                                                 ); and

(e) No Adverse Laws. There not having been any statute, rule or
regulation enacted or promulgated by any governmental body or agency after the
date hereof which is

<PAGE>

applicable to the purchase and sale of the Shares pursuant to this Agreement
which would render the consummation of any such purchase and sale illegal.

7.  CONDITIONS TO PURCHASER'S OBLIGATIONS TO PURCHASE. Issuer
understands that Purchaser's obligation to purchase the Shares in
conditioned upon:

(a) Execution by Issuer. Execution by Issuer of this Agreement;

(b) Delivery Shares. Timely delivery of the Shares to Purchaser;

(c) Accuracy of Representations. Each of the representations and
warranties of the Issuer herein being true and correct in all material
respects on the date hereof and as of the Closing, and the Issuer having
performed or complied with all agreements and covenants contained in this
Agreement to be performed or complied with by it prior to or at the
Closing;

(d) No Court Action. Neither the Issuer nor the Purchaser being
precluded by an order or preliminary or permanent injunction of a court
of competent jurisdiction from consummating the sale and purchase of the
Shares pursuant to this Agreement (each party agreeing to use its reasonable
best efforts to have any such injunction lifted); and

(e) No Adverse Laws. There not having been any statue, rule or regulation
enacted or promulgated by any governmental body or agency after the date
hereof which is applicable to the purchase and sale of the Shares pursuant
to this Agreement which would render the consummation of any such purchase
and sale illegal.

8.  SURVIVAL OF REPRESENTATIONS, ETC. All representations, warranties and
agreements made herein shall survive any investigation made by the Issuer
and the Purchaser and
shall survive the Closing.

9.  TERMINATION. This agreement may be terminated:

(a)  Mutual Consent. By mutual consent of the parties, on the date
specified i                                               n writing
executed by the Issuer and the Purchaser;

(b)  By the Issuer.. By the Issuer, upon written notice to the Issuer,
is any representation or warranty made in this Agreement by the Purchaser shall
have been false or incorrect in any material respect when made or shall have
become false or incorrect in any material respect thereafter, or if the
Purchaser shall fail to perform or observe any material covenant or agreement
made by it in this Agreement; or

(c) By the Purchaser. By the'. Purchaser, upon written notice to the
Issuer, if any representation or warranty made in this Agreement by the
Issuer shall have been false or incorrect in any material respect when made
or shall have become false or incorrect in any material respect thereafter,
or if the Issuer shall fail to perform or observe any material
covenant or agreement made by it in this Agreement

10.  CONFIDENTIALITY. Each party to this Agreement agrees that, except as
required by law or as permitted by the mutual consent of all parties hereto,
the terms, conditions, and the

<PAGE>

existence of this Agreement shall be kept strictly confidential and shall
not be disclosed to any person or entity.

11.  MISCELLANEOUS.

(a)  Binding Effect, Assignment. This agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective legal
representatives and successors. This Agreement may not be assigned.

(b) Further Assurances, Cooperation. Each party shall, upon
reasonable request by the other party, execute and deliver any additional
documents necessary or desirable to complete the sale, conveyance, transfer,
and assignment of the Shares acquired by Purchaser, pursuant to and in the
manner contemplated by this Agreement.

(c) Entire Agreement, Absence of Representation. This Agreement
constitutes the entire agreement between the parties hereto and supersedes
all prior arrangements, understands and agreements, oral or written, between
the parties hereto with respect to the subject matter hereof. The Purchaser
hereby acknowledges that in acquiring the Shares to be acquired hereunder,
the Purchaser has relied only upon the representations and warranties expressly
made in this Agreement, upon information contained in public reports
of Issuer, and upon the information referred to herein, and that no other
statements, representations or warranties, oral and written, express or implied
have been made or relied upon in connection with such acquisition or as an
inducement thereof.

(d) Execution in Cog Counterparts. This Agreement may be executed
in counter parts, each of which shall be deemed and original and all of which
shall be deemed to be one and the same instrument.

(e) Notices. All notices, request, permissions, waivers and
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by telegram, telex, facsimile transmission
or by mail (registered or certified mail, postage prepaid return receipt
requested) to the respective parties at the following respective
addresses or to such other address as any party hereto shall specify in a
notice to the other parties hereto in accordance with the terns hereof.

To Issuer:

Jones Naughton Entertainment, Inc.
6255 Sunset blvd., Suite 2000
Los Angeles, CA 90028
USA

 To Purchaser:





(f) Amendments and Waivers. Tins Agreement may not be modified or
amended except by an instrument or instruments in writing signed BY the party
against whom enforcement of any such modification or amendment is sought. The
Issuer may, by an instrument in writing, waive compliance by the Purchaser with
any term or provision of

<PAGE>

this Agreement on the part of the Issuer to be performed or complied with.
The Purchaser may, by an instrument in writing waive compliance by the
Issuer, with any term or provision of this agreement on the part of the
Issuer to be performed or complied with. Any waiver of a breach of any term
or provision of this agreement shall not be construed as a waiver of any
subsequent beach.

(g) Headings: Severability. The headings contained in this
Agreement are for convenience of reference only and shall not affect the
interpretation or construction hereof.  Any term or provision of this
agreement which is invalid or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so
broad as is enforceable.

(h) Governing Law. This Agreement shall be construed (both as
to validity and performance) and enforced in accordance with and governed by
the internal laws of the State of California, applicable to agreements made
and to be performed wholly with in such jurisdiction and without regard to
conflicts of laws.

IN WITNESS WHEREOF, this Agreement was duly executed as of the day      of
          199



By: Official Signatory of Purchaser
Title:
Country of Execution:

ACCEPTED this                  day of       ,199

BY
Its: Chairman/CEO