Exhibit 1  STOCK PURCHASE AGREEMENT


                                  ***PRIVATE***
                            STOCK PURCHASE AGREEMENT


                          FOR THE SALE OF COMMON STOCK
                 BY THE ISSUER TO A LIMITED NUMBER OF INVESTORS


                           KEYSTONE SILVER MINES, INC.
                            808 SOUTH COLLEGE STREET
                                   THIRD FLOOR
                              MCKINNEY, TEXAS 75069

                                  COMMON STOCK

                                ***RESTRICTED***




THIS COMMON STOCK PURCHASE AGREEMENT is made by and between KEYSTONE SILVER
MINES, INC., an Idaho corporation (the "Company"),and the persons listed on
EXHIBIT 1 who are signatories to this Agreement (the "Investors").


The Parties Hereby Agree as Follows:

1.       PURCHASE AND SALE

         1.1      SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and
                  conditions of this Agreement, each of the Investors agrees to
                  purchase and the Company agrees to sell and issue to each of
                  the investors severally and not jointly, against cash payment,
                  the number of shares of Common Stock (the "Shares") of the
                  Company set forth opposite each Investor's name in EXHIBIT 1
                  to this Agreement at a purchase price of $1.00 PER SHARE.
                  Subject to the applicable rules and regulations, the shares
                  issued will be subject to Rule 144 restrictions. The Rule 144
                  restrictions shall be in force until such time that the
                  Company will become a fully reporting Company as defined under
                  the securities act of 1933. The Company has already filed all
                  appropriate forms with the SEC to be a fully-reporting Company
                  and is currently awaiting an OTC BB approval. Upon being
                  approved for an OTC BB listing, the Company will file a
                  registration statement to register all shares under this
                  agreement so that they will be free trading. The Company is
                  currently trading as a non-reporting Company on the "pink
                  sheets" under the symbol KYMI.

         1.2      CLOSING. The initial purchase and sale of the Shares being
                  purchased by the Investors shall take place a at such time and
                  place as the Company and the Investors mutually agree upon
                  (which time and place are designated the "Closing").

                  Within a reasonable amount of time, but not more than 30 days
                  after the Closing, the Company shall deliver to each of the
                  Investors a CERTIFICATE representing the number of Shares
                  which each such Investor is purchasing against delivery to the
                  Company by each such Investor of cash or a certified bank
                  cashier's or other check reasonably acceptable to the Company,
                  or by cancellation of indebtedness in the amounts set forth in
                  EXHIBIT 1.

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         1.3      USE OF PROCEEDS. The Company agrees to use the proceeds from
                  the sale of the Shares for the purpose of acquiring both
                  producing and non-producing oil & gas properties, equipment,
                  labor and general working capital.

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby
         represents and warrants to the Investors that:

         2.1      INCORPORATION. The Company is a corporation duly organized and
                  validly existing, is in good standing under the laws of the
                  state of Idaho, has all requisite corporate power and
                  authority to carry on its business as now conducted and as
                  proposed to be conducted, and the Company is qualified as a
                  foreign corporation in each jurisdiction where the failure so
                  to qualify would have a material adverse effect on its
                  business or operations.

         2.2      CAPITALIZATION. The authorized capital of the Company consists
                  of ten million (10,000,000) shares of Common Stock, of which
                  at Closing not more than two million nine hundred seventy four
                  thousand and seventy shares (2,974,070) will be issued and
                  outstanding.

         2.3      SUBSIDIARIES. The Company does not presently control, directly
                  or indirectly, any other corporation, association or business
                  entity.

         2.4      AUTHORIZATION. All corporate action on the part of the
                  Company, its officers and directors necessary for the
                  authorization, execution, delivery and performance of all
                  obligations of the Company under this Agreement and for the
                  authorization, issuance and delivery of the Shares being sold
                  hereunder has been or shall be taken prior to the Closing, and
                  this Agreement, when executed and delivered, shall constitute
                  a valid and legally binding obligation of the Company.
                  Issuance of the Shares is not subject to preemptive rights or
                  other preferential rights of any present or future
                  stockholders in the Company.

         2.5      VALIDITY OF SECURITIES. The Shares to be purchased and sold
                  pursuant to this Agreement, when issued, sold and delivered in
                  accordance with its terms for the consideration expressed
                  herein, shall be duly and validly issued.

         2.6      GOVERNMENTAL CONSENTS. All consents, approvals, orders,
                  authorizations or registration, qualification, designation and
                  declaration or filing with and federal or state governmental
                  authority on the part of the Company required in connection
                  with the consummation of the transactions contemplated herein
                  shall have been obtained prior to, and be effective as of, the
                  Closing or will be timely filed thereafter.

         2.7      COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in
                  violation of any provisions of its respective Certificate of
                  Incorporation, its Bylaws, any material mortgage, indenture,
                  lease, agreement or other instrument to which it is a party,
                  or of any provision of any federal or state judgment, writ,
                  decree, order, statute, rule or governmental regulation
                  applicable to the Company . The execution, delivery and
                  performance of this Agreement will not result in any such
                  violation or be in conflict with or constitute a default under
                  any such provision.

         2.8      LITIGATION. There are no actions, proceedings or
                  investigations ending, or to the knowledge of the Company
                  threatened, which question the validity of this Agreement or
                  which might result, either individually or in the aggregate,
                  in any material adverse change in the assets, conditions,
                  affairs or prospects of the Company, nor, to the knowledge of
                  the Company , has there occurred any event or does there exist
                  any condition which might properly be the basis therefor.

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         2.9      PATENTS. The Company owns or has a valid right to use the
                  patents, patent rights, licenses, trade secrets, trademarks,
                  trademark rights, trade names or trade name rights or
                  franchises, copyrights, inventions, and intellectual property
                  rights being used to conduct their businesses as now operated
                  and as now proposed to be operated; and the conduct of
                  business as now operated and as now proposed to be operated
                  does not and will not conflict with valid patents, patent
                  rights, licenses, trade secrets, trademarks, trademark rights,
                  trade names or trade name rights or franchises, copyrights,
                  inventions, and intellectual property rights of others. The
                  Company has no obligation to compensate any person or entity
                  for the use of any such patents or rights and have granted to
                  no person or entity any license or other rights to use in any
                  manner any of the patents or rights of the Company, whether
                  requiring the payment of royalties or not.

         2.10     FINANCIAL STATEMENTS. The Company has true and complete copies
                  of the following financial statements for the Company on a
                  consolidated basis.

                           (i.) Certified Statements of financial condition as
                           of April 30, 2000 and the related statements of
                           operations and statements of changes in financial
                           position for the year then ended, all prepared by
                           Hutton, Patterson & Co., independent accountants,

                  (a.) All such financial statements have been prepared in
                  conformity with generally-accepted accounting principles
                  applied on a basis consistent with prior periods (except for
                  the omission of notes to the certified financial statements),
                  fairly present the consolidated financial condition of the
                  Company as of dates thereof, and the consolidated results of
                  operations of the Company for the periods indicated, and, in
                  the case of certified statements, subject to normal and
                  recurring year-end adjustments.

                  (b.) Specifically, without limitation, such financial
                  statements reflect, as of their respective dates, all material
                  accrued liabilities and adequate reserves for all material
                  unaccrued liabilities and for all reasonably anticipated
                  material losses of the Company. The books of account of the
                  Company fully and fairly reflect all of the transactions of
                  such companies and are complete and accurate.

                  (c.) The Company is not subject to any undisclosed material
                  liability not (i) reflected in its certified financial
                  statements referred to above or in the notes to the financial
                  statements or (ii) incurred in the ordinary course of business
                  since April 30, 2000. For purposes of this Agreement, all
                  financial statements of the Company shall be deemed to include
                  any notes to such financial statements.

         2.11     ABSENCE OF CERTAIN CHANGES. Since April 30, 2000, whether or
                  not in the ordinary course of business, there has not occurred
                  or arisen (a) any material adverse change in the financial
                  condition, operations, business or prospects of the Company
                  considered as a whole, or (b) any event, condition or state of
                  facts of any character which materially or adversely affects,
                  or may materially or adversely affect, the financial
                  condition, operations, business or prospects of the Company
                  considered as a whole.

         2.12     TAX RETURNS AND REPORTS. All federal income tax and state
                  franchise tax returns and tax reports required to be filed by
                  the Company will be filed with the appropriate governmental
                  agencies in all jurisdictions in which such returns or reports
                  are required to be filed. All such returns and reports will
                  constitute complete and accurate representations, in all
                  material respects, of the tax liabilities of the Company. All
                  federal income tax and state franchise and other taxes
                  (including interest and penalties) due from the Company will
                  be fully paid or adequately provided for on the books and
                  financial statements of the Company. None of the proposed
                  federal income tax returns of the Company have been audited by
                  the Internal Revenue Service. The Company knows of no
                  additional assessments or adjustments pending or threatened
                  for any period, nor of any basis for any such assessment or
                  adjustment. The Company and its affiliates have not entered
                  into any agreements with federal and state taxing authorities



                  extending the statute of limitations with respect to the
                  assessment of federal and state taxes for any period.

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         2.13     PROPERTIES. The Company has good and marketable title to its
                  respective real and personal properties and assets and valid
                  leasehold interests in its respective leased properties as and
                  to the extent carried on its books, including those reflected
                  on the certified statements of financial condition as of April
                  30, 2000 referred to in paragraph 2.10 above, except
                  properties and assets disposed of in the ordinary course of
                  business since April 30, 2000 and none of such properties or
                  assets is subject to any mortgage, pledge, charge, lien,
                  security interest, encumbrance of joint ownership interest,
                  except liens for taxes, assessments, or governmental charges
                  or levies if the same shall not at the time be delinquent or
                  thereafter can be paid without penalty, or are being contested
                  in good faith and by appropriate proceedings.

                  The use of any property of the Company for the purpose for
                  which it was acquired is not now, and, based upon the laws,
                  regulations and ordinances in effect on the date of Closing,
                  in the future will not be, curtailed to a material degree by
                  any violations prior to the Closing by the Company or any of
                  the subsidiaries of any law, regulation or ordinance
                  (including, without limitation, laws, regulations or
                  ordinances relating to zoning, environmental protection, city
                  planning, or similar matters). The Company enjoy peaceful and
                  undisturbed possession under all leases under which they are
                  operating, and all said lease are valid and subsisting and in
                  full force and effect.

         2.14     AGREEMENTS. The Company has not breached, nor has any such
                  entity received oral or written notice of any claim or
                  threatened claim that the Company has breached, any of the
                  terms or conditions of any agreement, contract, lease,
                  commitment or understanding, whether oral or written, the
                  breach or breaches of which singly or in the aggregate could
                  materially or adversely affect the financial condition,
                  operations, business or prospects of the Company considered as
                  a whole.

         2.15     PENSION BENEFIT PLAN. The Company does not have or make
                  contributions to any pension, defined benefit or defined
                  contribution plans which are subject to the Federal Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA").

         2.16     REGISTRATION RIGHTS. EXCEPT AS SET FORTH IN THIS AGREEMENT, no
                  person or entity has demand or other rights to cause the
                  Company to file any registration statement under the
                  Securities Act of 1933, as amended (the "Act") relating to any
                  securities of the Company or any right to participate in any
                  such registration statement.

         2.17     DISCLOSURE. To the best of the Company's knowledge and belief,
                  neither this Agreement, nor any other agreement, document,
                  certificate or written statement furnished to the Purchasers
                  or their special counsel by or on behalf of the Company in
                  connection with the transactions contemplated hereby contains
                  any untrue statement of a material fact or omits to state a
                  material fact necessary in order to make the statements
                  contained herein or therein not misleading.

                  Most of the Company's executive officers have only been
                  employed by the Company for a short period of time. To the
                  best knowledge of the Company's executive officers, but
                  without having made any independent investigation, there is no
                  fact within the special knowledge of any of the executive
                  officers of the Company which has not been disclosed herein or
                  in writing by them to the Investors and which materially
                  adversely affects, or in the future in their opinion may,
                  insofar as they can now foresee, materially adversely affect
                  the business, properties, assets or condition, financial or
                  other, of the Company .

                  Without limiting the foregoing, the Company has no knowledge
                  or belief that there exists, or there is pending or planned,
                  any patent, invention, device, application or principle or any
                  statute, rule, law, regulation, standard or code which would
                  materially adversely affect the condition, financial or other,
                  or the operations of the Company .

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3.       REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
         Each of the Investors represents and warrants to the Company as
         follows:

         3.1      AUTHORIZATION. When executed and delivered by such Investor,
                  this Agreement will constitute the valid and legally binding
                  obligation of such Investor.

         3.2      ACCREDITED INVESTOR. Such Investor (other than those
                  identified in writing to counsel for the Company prior to the
                  Closing) is an "accredited investor" as that term is defined
                  in Rule 501 promulgated under the Act.


4.       SECURITIES ACT OF 1933.

         4.1      INVESTMENT REPRESENTATION.

                  This Agreement is made with each of the Investors in reliance
                  upon their respective representations to the Company, which by
                  its acceptance hereof each of the Investors hereby confirms,
                  that the Shares to be received will be acquired for investment
                  for an indefinite period for its own account and not with a
                  view to the sale or distribution of any part thereof, and that
                  it has no present intention of selling or otherwise
                  distributing the same, but subject, nevertheless, to any
                  requirement of law that the disposition of its property shall
                  at all times be within its control. By executing this
                  Agreement, each of the Investors further represents that it
                  does not have any contract, undertaking, agreement or
                  arrangement with any person to sell or transfer to such person
                  any of the Shares or any Common Stock acquired on conversion
                  of the Shares (all of such securities are hereinafter
                  collectively referred to as the "Securities").

                  (a)      Each of the Investors understands that the Securities
                           are not and may never be registered under the Act on
                           the ground that the sale provided for in this
                           Agreement and the issuance of securities is exempt
                           pursuant to Section 4(2) of the Act and Rule 506 of
                           Regulation D thereunder, and that the Company's
                           reliance on such exemption is predicated on its
                           representations set forth herein.

                  (b)      Each of the Investors agrees that in no event will it
                           make a disposition of any of the Securities, unless
                           the Securities shall have been registered under the
                           Act, unless and until (i) it shall have notified the
                           Company with a statement of the circumstances
                           surrounding the proposed disposition and (ii) it
                           shall have furnished the Company with an opinion of
                           counsel reasonably satisfactory to the Company to the
                           effect that (A) such disposition will not require
                           registration of such securities under the Act, and
                           (B) that appropriate action necessary for compliance
                           with the Act has been taken. Notwithstanding the
                           foregoing, each Investor may distribute any of the
                           Securities to the owners of its equity.

                  (c)      Each of the Investors represents that it is able to
                           fend for itself in the transactions contemplated by
                           this Agreement, has such knowledge and experience in
                           financial and business matters as to be capable of
                           evaluating the merits and risks of its investment and
                           has the ability to bear the economic risks of its
                           investment and has been furnished with.

                  (d)      Each of the investors understands that if a
                           registration statement covering the Securities under
                           the Act is not in effect when it desires to sell any
                           of the Securities, it may be required to hold such
                           Securities for an indeterminate period. Each of the
                           Investors also acknowledges that it understands that
                           any sale of the Securities which might be made by it
                           in reliance upon Rule 144 under the Act may be made
                           only in limited amounts in accordance with the terms
                           and conditions of that Rule.

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         4.2      LEGENDS. All certificates for the Securities shall bear
                  substantially the following legend:

                  "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  HAVE BEEN ACQUIRED BY THE ISSUEE FOR INVESTMENT PURPOSES. SAID
                  SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE
                  BEEN REGISTERED UNDER SAID ACT, OR (B) THE TRANSFER AGENT (OR
                  THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED
                  WITH EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE
                  COMPANY OR A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE
                  SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH
                  REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH
                  SALE OR TRANSFER."

         4.3      RULE 144. The Company covenants and agrees that: (i) at all
                  times while it is subject to the reporting requirements of
                  Section 13 or 15(d) of the Securities Exchange Act of 1934 it
                  will use its best efforts to comply with the current public
                  information requirements of Rule 144(c)(1) under the Act; and
                  (ii) it will furnish the Investors upon request with all
                  information about the Company required for the preparation and
                  filing of Form 144.

5.       CONDITIONS TO INVESTORS' OBLIGATIONS AT CLOSING.

         The obligations of the Investors under paragraphs 1.1 and 1.2 of this
         Agreement are subject to the fulfillment at or before the Closing of
         each of the following conditions:

         5.1      REPRESENTATIONS AND WARRANTIES. The representations and
                  warranties contained in Paragraph 2 hereof, shall be true on
                  and as of the Closing.

         5.2      PERFORMANCE. The Company shall have performed and complied
                  with all agreements and conditions contained herein required
                  to be performed or complied with by it on or before the
                  Closing.

         5.3     STATE SECURITIES LAWS. The Company will have complied with all
                 requirements under all the state of Florida securities laws
                 with respect to the offer and sale of the Shares and the Common
                 Stock to be issued upon the conversion thereto.

         5.4     COMPLIANCE CERTIFICATE. There shall have been delivered to each
                 of the Investors a certificate, dated the Closing Date, signed
                 by the Company's president, certifying that the conditions
                 specified in paragraphs 5.1, 5.2, 5.3, and 5.4, have been
                 fulfilled.

         5.5      OPINION OF COUNSEL. There shall have been delivered to each of
                  the Investors an opinion of counsel for the Investors, to the
                  effect that

                  (i)      the Company is a corporation duly organized, validly
                           existing and in good standing under the laws of the
                           State of Idaho;

                  (ii)     this Agreement has been duly authorized, executed,
                           and delivered by the Company and constitutes A VALID
                           AND ENFORCEABLE OBLIGATION OF THE COMPANY IN
                           ACCORDANCE WITH ITS TERMS and, after investigation
                           deemed reasonable by such counsel under the
                           circumstances, such counsel has no knowledge of any
                           breach by the Company of its representations,
                           warranties and covenants under this Agreement.

                  (iii)    the Shares have been duly authorized, issued and
                           delivered and are validly outstanding;

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                  (iv)     upon issuance and sale of the Shares, the Company
                           shall have outstanding an aggregate of two million
                           nine hundred seventy four thousand and seventy
                           (2,974,070) shares of Common Stock;

                  (iv)     such issue and sale is exempt, and no approval or
                           authorization of any other public body is necessary
                           for the issuance and sale by the Company of the
                           Shares, and based in part upon the representations of
                           the Investors, the offer, sale, and delivery of the
                           Shares under the circumstances contemplated by this
                           Agreement constitutes an exempt transaction under the
                           Act.

         5.6      MINIMUM PURCHASE OF COMMON SHARES. Counterparts of this
                  Agreement shall have been signed by persons agreeing to
                  purchase Shares having an aggregate purchase price of not less
                  than two hundred and fifty thousand dollars (US$250,000)
                  unless approved by the Company directors.

         5.7      PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
                  in connection with the transactions contemplated at the
                  Closing hereby and all documents and instruments incident to
                  such transactions will be reasonably satisfactory in substance
                  and form to the Investors and their counsel, and the Investors
                  and their counsel will have received all such counterpart
                  originals or certified or other copies of such documents as
                  they may reasonably request.

6.       CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.

         The obligations of the Company under paragraphs 1.1 and 1.2 of this
         Agreement are subject to the fulfillment at or before the Closing of
         each of the following conditions:

         6.1      WARRANTIES TRUE ON THE CLOSING DATE. The representations and
                  warranties of each of the Investors contained in paragraphs 3
                  and 4 hereof shall be true on and as of the Closing with the
                  same effect as though said representations and warranties had
                  been made on and as of the Closing.

7.       COVENANTS

         7.1      FINANCIAL STATEMENTS. The Company promptly shall deliver to
                  each holder of Shares annual financial statements.

8.       MISCELLANEOUS

         8.1      AGREEMENT IS ENTIRE CONTRACT. Except as specifically
                  referenced herein, this Agreement constitutes the entire
                  contract between the parties hereto concerning the subject
                  matter hereof and no party shall be liable or bound to the
                  other in any manner by any warranties, representations or
                  covenants except as specifically set forth herein. Any
                  previous agreement among the parties related to the
                  transactions described herein is superseded hereby. The terms
                  and conditions of this Agreement shall inure to the benefit of
                  and be binding upon the respective successors and assigns of
                  the parties hereto. Nothing in this Agreement, express or
                  implied, is intended to confer upon any party, other than the
                  parties hereto, and their respective successors and assigns,
                  any rights, remedies, obligations, or liabilities under or by
                  reason of this Agreement, except as expressly provided herein.

         8.2      GOVERNING LAW. This Agreement shall be governed by and
                  construed under the laws of the State of IDAHO, country of the
                  UNITED STATES OF AMERICA.

         8.3      COUNTERPARTS. This Agreement may be executed in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

         8.4      TITLE AND SUBTITLES. The titles of the paragraphs and
                  subparagraphs of this Agreement are for convenience and are
                  not to be considered in construing this Agreement.

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         8.5      NOTICES. Any notice required or permitted hereunder shall be
                  given in writing and shall be deemed effectively given upon
                  personal delivery or upon deposit in the United States Post
                  Office, by registered or certified mail, addressed to a party
                  at its address or at such other address as such party may
                  designate by ten (10) days advance written notice to the other
                  party.

         8.6      FINDER'S FEE. Each party hereto represents that it is not, and
                  will not be, obligated for any finder's fee or commission
                  payable in cash in connection with this transaction. Each of
                  the Investors hereby agrees to indemnity and to hold harmless
                  the Company from any liability for any commission or
                  compensation in the nature of a finder's fee (and the costs
                  and expenses of defending against such liability or asserted
                  liability) for which any such Investor or any of its employees
                  or representatives is responsible. The Company agrees to
                  indemnify and hold harmless the Investors from any liability
                  for any commission and compensation in the nature of a
                  finder's fee (and the costs and expenses of defending against
                  such liability or asserted liability) for which the Company or
                  any of its officers, employees or representatives is
                  responsible.

         8.7      LEGAL FEES AND EXPENSES. The Company agrees upon the Closing
                  to pay its legal fees and expenses of counsel, incurred in
                  connection with the negotiation and execution of this
                  Agreement and related documents and with obtaining any
                  governmental consents and taking such compliance actions,
                  including, without limitation, securities law filing as are
                  required in connection therewith.

         8.8      SURVIVAL OF WARRANTIES. The warranties and representations of
                  the Company contained in or made pursuant to this Agreement
                  shall survive the execution and delivery of this Agreement and
                  the Closing hereunder.

         8.9      AMENDMENT OF AGREEMENT. Except as expressly provided herein,
                  any provision of this Agreement may be amended or waived on
                  behalf of all Investors by a written instrument signed by the
                  Company and by Investors holding at least a majority of the
                  aggregate of the shares of Common Stock issuable and issued
                  upon conversion of the Shares.


IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of
the day and year first above written.

KEYSTONE SILVER MINES, INC.

/s/ Scott Johnson
---------------------
President

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                                    EXHIBIT 1

                               LIST OF PURCHASERS


/s/ KEVIN ALLODI
----------------------
 Kevin Allodi
11445 79th Street
Burr Ridge, IL 60525            500,000 shares with $500,000.00 cash paid

/s/ John Austin
----------------
John Austin
763 Holly Oak Drive
Palo Alto, CA 94303             15,000 shares with $15,000.00 cash paid

/s/ Eugene Baron
----------------
Eugene Baron
24061 Majestic
Oak Park, MI 48237              10,000 shares with $10,000.00 cash paid

/s/ Lena Hoffman
----------------
Lena Hoffman
42160 Woodward, Apt. 19
Bloomfield, MI 48304            10,000 shares with $10,000.00 cash paid

/S/ Jerome Katz
----------------
Jerome Katz
1701 Strathcona Drive
Detroit, MI 48203                5,000 shares with $5,000.00 cash paid

/S/ Arnold Miles
----------------
Arnold Miles
31150 E. Huntley Sq.
Beverly Hills, MI 40825         10,000 shares with $10,000.00 cash paid

/S/ Robert Metzei
----------------
Robert Netzei
2700 Colonial Way
Bloomfield Hills, MI 48304      10,000 shares with $10,000.00 cash paid

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