PROPRIETORSHIP PURCHASE AGREEMENT


     THIS  PROPRIETORSHIP  PURCHASE  AGREEMENT  (the  "Agreement")  is made  and
entered  into  effective   this  15th  day  of  March,   2000,  by  and  between
JDLphotos.com,  Inc., a Colorado  corporation (the "Company"),  on the one hand,
and Jim DeLutes Photography,  a sole proprietorship (the "Proprietorship"),  and
Mr. James J. DeLutes,  the sole owner of the Proprietorship  (the "Seller"),  on
the other hand.


                                    RECITALS:

     WHEREAS,   the  Company  desires  to  issue,  sell  and  deliver  3,000,000
newly-issued,  restricted shares (the "Shares") of common stock, $.001 par value
per share (the "Common Stock"),  of the Company to the Seller and pay the sum of
$14,157.00 in cash to the Seller,  and the Seller  desires to purchase,  acquire
and receive said Shares and cash sum from the Company,  in  consideration of the
exchange  therefor by the Seller of 100% of his interest in the  Proprietorship,
on the terms and subject to the conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants,  agreements,  representations  and warranties  contained herein,  the
parties hereto agree as follows:

     1.     Issuance  of Shares, Payment of Cash and Purchase of Proprietorship.
            -------------------------------------------------------------------
The Company agrees to issue, sell and deliver 3,000,000 newly-issued, restricted
shares of common stock,  $.001 par value per share, of the Company to the Seller
and pay the sum of  $14,157.00  in cash to the Seller  and the Seller  agrees to
receive  said Shares and cash sum from the  Company.  In  consideration  for the
Company's  issuance,  sale and  delivery  of the  Shares to the  Seller  and the
Company's  payment of the  aforesaid  sum of cash to the Seller  pursuant to the
provisions of this Agreement,  the Seller shall sell, assign,  transfer,  convey
and deliver to the Company 100% of his interest in the Proprietorship, including
all of the assets described on Exhibit A attached hereto and incorporated herein
by this reference.

     2.     Representations and Warranties of the Company.   The Company  hereby
            ---------------------------------------------
represents and warrants to the Seller as follows (it being acknowledged that the
Seller is entering  into this  Agreement in material  reliance  upon each of the
following  representations  and  warranties,  and that the truth and accuracy of
each of which constitutes a condition precedent to the obligations of the Seller
hereunder):

     2.1.   Organization and Corporate Power.  The Company is a corporation duly
            --------------------------------
organized,  validly existing and in good standing under the laws of the State of
Colorado.

     2.2.   Authorization.   The  Company  has full  power,  legal  capacity and
            -------------
authority  to  enter  into  this  Agreement  and  all  attendant  documents  and
instruments necessary to consummate the transactions herein contemplated; and to
perform all of the  obligations to be performed by the Company  hereunder.  This
Agreement and all other agreements,  documents and instruments to be executed in
connection  herewith  by the Company  have been  effectively  authorized  by all


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necessary  action,  corporate or  otherwise,  on the part of the Company,  which
authorizations  remain in full force and effect and have been duly  executed and
delivered by the Company, and no other corporate  proceedings on the part of the
Company are required to authorize the execution and delivery of this  Agreement,
such  other   agreements,   documents  and  instruments  and  the   transactions
contemplated  hereby.  This Agreement and such other  agreements,  documents and
instruments  have been duly  executed and  delivered  by the Company  and/or its
executive officer(s);  constitute the legal, valid and binding obligation of the
Company;  and are  enforceable  with respect to the Company in  accordance  with
their  respective  terms,  except  as  enforcement  thereof  may be  limited  by
bankruptcy,  insolvency,  reorganization,   priority  or  other  laws  or  court
decisions  relating to or affecting  generally  the  enforcement  of  creditors'
rights or affecting  generally the availability of equitable  remedies.  Neither
the execution and delivery of this Agreement, the consummation by the Company of
any of the  transactions  contemplated  hereby nor the compliance by the Company
with any of the  provisions  hereof will (i) conflict with or result in a breach
of, violation of or default under any of the terms,  conditions or provisions of
any note, bond, mortgage,  indenture,  license, lease, credit agreement or other
agreement,  document,  instrument or obligation (including,  without limitation,
any of the  Company's  charter  documents) to which the Company is a party or by
which the Company or any of the assets or properties of the Company may be bound
or (ii)  violate any  judgment,  order,  injunction,  decree,  statute,  rule or
regulation  applicable  to the Company or any of the assets or properties of the
Company.  To the best  knowledge of the Company,  no  authorization,  consent or
approval of any public body or authority is necessary  for the  consummation  by
the Company of the transactions contemplated by this Agreement.

     2.3.   Investment  Representation.  The executive officers and directors of
            --------------------------
the Company have the knowledge and experience in business and financial  matters
to meaningfully evaluate the merits and risks of the purchase and acquisition of
the  Proprietorship  in exchange and  consideration  for the issuance,  sale and
delivery of  3,000,000  Shares of Common Stock of the Company and the payment of
$14,157.00 in cash to the Seller as contemplated  hereby. The executive officers
and  directors  of the  Company  shall  conduct  an  independent  review  of the
business,  assets,  properties,  books and records of the Proprietorship for the
purpose of satisfying  themselves as to the truth,  accuracy and completeness of
the representations and warranties made by the Seller.

     2.4.   Disclosure.   Neither  this Agreement, nor  any certificate, exhibit
            ----------
or other written  document or statement,  furnished to the Seller by the Company
in connection with the transactions  contemplated by 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 be stated in order to make the  statements
contained herein or therein not misleading.

     3.     Representations and Warranties  of  the Seller.  The  Seller  hereby
            ----------------------------------------------
represents  and warrants to the Company as follows (it being  acknowledged  that
the Company is entering  into this  Agreement in material  reliance upon each of
the following representations and warranties, and that the truth and accuracy of
each of which  constitutes  a  condition  precedent  to the  obligations  of the
Company hereunder):

     3.1.   Authorization.  The  Seller  has  full  power,  legal  capacity  and
            -------------
authority  to  enter  into  this  Agreement  and  all  attendant  documents  and


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instruments  necessary to consummate the transactions  herein  contemplated;  to
sell, assign, transfer, convey and deliver the Proprietorship to the Company and
to  perform  all of the  obligations  to be  performed  by him  hereunder.  This
Agreement has been duly executed and  delivered by the Seller,  constitutes  the
legal,  valid and  binding  obligation  of the  Seller and is  enforceable  with
respect to the Seller in accordance with its terms, except as enforcement hereof
may be limited by bankruptcy, insolvency, reorganization, priority or other laws
or court  decisions  relating  to or  affecting  generally  the  enforcement  of
creditors' rights or affecting generally the availability of equitable remedies.
Neither the execution and delivery of this Agreement nor the consummation by the
Seller and the Proprietorship of any of the transactions contemplated hereby, or
compliance  by the  Seller  and the  Proprietorship  with any of the  provisions
hereof, will (i) conflict with or result in a breach of, violation of or default
under any of the terms,  conditions or provisions of any note,  bond,  mortgage,
indenture,  license,  lease,  credit  agreement  or other  agreement,  document,
instrument or obligation  to which either the Seller or the  Proprietorship  are
parties  or by which the  Seller or the  Proprietorship  or any of the assets or
properties of the Seller or the  Proprietorship may be bound or (ii) violate any
judgment,  order, injunction,  decree, statute, rule or regulation applicable to
either the Seller or the  Proprietorship  or any of the assets or  properties of
the  Seller or the  Proprietorship.  To the best  knowledge  of the  Seller,  no
authorization,  consent or approval of any public body or authority is necessary
for the  consummation by the Seller and the  Proprietorship  of the transactions
contemplated by this Agreement.

     3.2.   Ownership of the Proprietorship. The Seller owns the Proprietorship,
            -------------------------------
free and clear of (i) any  lien,  charge,  mortgage,  pledge,  conditional  sale
agreement or other  encumbrance  of any kind or nature  whatsoever  and (ii) any
claim as to ownership  thereof or any rights,  powers or interest therein by any
third party, whether legal or beneficial,  and whether based on contract,  proxy
or other document or otherwise.

     3.3.   Financial  Statements.  Attached  hereto  as Exhibit B is a true and
            ---------------------
complete copy of the unaudited  balance sheet of the  Proprietorship as of March
31, 2000 (the "Balance Sheet"),  which has been certified to by the Seller.  The
Balance  Sheet (i) is derived from the books and records of the  Proprietorship,
which  books and  records  have been  consistently  maintained  in a manner that
reflects,  and such  books and  records do fairly and  accurately  reflect,  the
assets and liabilities of the Proprietorship, (ii) fairly and accurately present
the financial condition of the Proprietorship on the date of such statement, and
(iii) have been prepared in all material  respects in accordance  with generally
accepted  accounting   principles   consistently  applied  throughout  the  year
involved.

     3.4.   Other  Business  Interests.  The Proprietorship has no  investments,
            --------------------------
directly or indirectly,  or other financial interest in any other corporation or
business organization,  joint venture or partnership of any kind whatsoever.  It
is understood and  acknowledged  by the Company,  however,  that the Seller owns
certain other business  organizations  and/or additional business enterprises in
formation or to be formed,  that the Seller may  hereafter  establish or acquire
additional  businesses  and  enterprises  and that no such  other or  additional
corporation,  business or enterprise is now a part of, or owned by, the Company,
nor shall the Company acquire any beneficial or equitable  interest in or to any
such other or additional corporation, business or enterprise as a consequence of
any of the transactions contemplated by this Agreement.


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     3.5.   Absence of Undisclosed  Liabilities.   Except  as and to the  extent
            -----------------------------------
reflected or reserved against in the Balance Sheet, and as to matters arising in
the ordinary course of the business of the Proprietorship  since the date of the
Balance Sheet that are disclosed on Exhibit C hereto,  the Proprietorship has no
liability(s) or obligation(s)  (whether  accrued,  to become due,  contingent or
otherwise)  which  individually  or in the  aggregate  could  have a  materially
adverse  affect on the business,  assets,  properties,  condition  (financial or
otherwise) or prospects of the Proprietorship.

     3.6.   Absence  of  Certain  Developments.   Since the date of  the Balance
            ----------------------------------
Sheet,  there  has  been  (i) no  materially  adverse  change  in the  condition
(financial or otherwise) of the  Proprietorship  or in the assets,  liabilities,
properties,  business,  operations or prospects of the  Proprietorship;  (ii) no
loss,   destruction  or  damage  to  any  material  property  or  asset  of  the
Proprietorship,  whether or not insured;  (iii) no acquisition or disposition of
assets (or any contract or arrangement  therefor),  or any other  transaction by
the  Proprietorship  otherwise than for fair value and in the ordinary course of
business; (iv) no discharge or satisfaction by the Proprietorship of any lien or
encumbrance or payment of any  obligation or liability  (absolute or contingent)
other  than  current   liabilities  shown  on  the  Balance  Sheet,  or  current
liabilities  incurred since the date thereof in the ordinary course of business;
(v) no sale, assignment or transfer by the Proprietorship of any of the tangible
or intangible assets of the  Proprietorship,  cancellation by the Proprietorship
of any debts, claims or obligations,  or mortgage,  pledge,  satisfaction of any
assets to any lien, charge,  security interest or other encumbrance or waiver by
the Proprietorship of any rights of value that, in any such case, is material to
the business of the  Proprietorship  (whether or not in the  ordinary  course of
business);  (vi) no payment of any bonus to or change in the compensation of the
Seller,  whether  directly or by means of any bonus,  pension plan,  contract or
commitment and no change in employee compensation,  whether directly or by means
of any bonus,  pension  plan,  contract or  commitment;  (vii) no  write-off  or
material  reduction in the  carrying  value of any asset that is material to the
business of the  Proprietorship;  (viii) no disposition or lapse of rights as to
any intangible  property that is material to the business of the Proprietorship;
(ix) except for ordinary  travel  advances,  no loans or extensions of credit to
the  Seller;   (x)  no  entry  into  any   commitment  or   transaction  by  the
Proprietorship   (including,   without  limitation,  any  borrowing  or  capital
expenditure)  involving an amount in excess of $1,000.00;  and (xi) no agreement
to do any of the things described in this Section 3.6.

     3.7.   Tangible Personal Property.  Exhibit A sets forth a complete list of
            --------------------------
all  items  of  tangible  personal  property  owned  or  leased  and used by the
Proprietorship  in the current  conduct of its business.  Except as set forth on
Exhibit C, the  Proprietorship  has,  and at the  Closing  will  have,  good and
marketable  title  to,  and be in  possession  of,  all such  items of  personal
property  owned by the  Proprietorship,  free and  clear of all  title  defects,
mortgages,  pledges,  security interests,  conditional sales agreements,  liens,
restrictions or encumbrances whatsoever.  Each item of capital equipment that is
used in the  current  conduct of the  Proprietorship's  business  is, and on the
Closing  Date  will be, in good  operating  and  usable  condition  and  repair,
ordinary  wear and tear  excepted,  and is and will be  suitable  for use in the
ordinary  course  of the  Proprietorship's  business  and fit  for its  intended
purposes, except as may be set forth on Exhibit C.


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     3.8.   Tax  Matters.  The  Proprietorship has, since  its  inception,  duly
            ------------
filed all federal,  state,  county and local tax returns required to be filed by
it in those  jurisdictions  where the nature or conduct of the  business  of the
Proprietorship  requires  such  filing and where the failure to so file would be
materially  adverse to the  Proprietorship.  Copies of all such tax returns have
been furnished to the Company prior to the execution hereof. All federal, state,
county  and local  taxes,  including  but not  limited  to those  taxes due with
respect to the  Proprietorship's  properties,  income,  gross receipts,  excise,
occupation,  franchise,  permit, licenses,  sales, payroll and inventory due and
payable as of the date hereof by the Proprietorship have been paid. No amount is
required  to be  reflected  in the Balance  Sheet as a liability  or reserve for
taxes that are due but not yet payable and, to the best knowledge of the Seller,
the  Proprietorship  has no accrued  and unpaid  taxes of the types  referred to
hereinabove.

     3.9.   Contracts  and  Commitments.  The Proprietorship  has  no  contract,
            ---------------------------
agreement, obligation or commitment, written or verbal, express or implied, that
involves a commitment  or liability in excess of $1,000.00 or for a term of more
than six  months,  and no union  contracts,  employee or  consulting  contracts,
financing  agreements,  debtor or creditor  arrangements,  licenses,  franchise,
manufacturing, distributorship or dealership agreements, leases or bonus, health
or stock  option  plans,  except as  described  on Exhibit C. True and  complete
copies of all such contracts and other agreements  listed on Exhibit C have been
made available to the Company prior to the execution  hereof.  The Seller has no
knowledge of any circumstances  that would affect the validity or enforceability
of any  of  such  contracts  and  other  agreements  in  accordance  with  their
respective terms. The Seller has performed and complied in all material respects
with all obligations required to be performed by it to date under, and is not in
default (without giving effect to any required notice or grace period) under, or
in breach of, the terms,  conditions or provisions of any of such  contracts and
other  agreements.  The  validity  and  enforceability  of any contract or other
agreement  described herein shall not in any manner be affected by the execution
and delivery of this Agreement without any further action.

     3.10.  Patents, Trade  Secrets and  Customer Lists.  The Proprietorship has
            -------------------------------------------
no patents,  applications for patents, trademarks,  applications for trademarks,
trade  names,  licenses  or  service  marks  relating  to  the  business  of the
Proprietorship  except as set forth on Exhibit C hereto, nor does any present or
former officer, director or employee of the Proprietorship own any patent rights
relating to any  products  manufactured,  rented or sold by the  Proprietorship.
Except as disclosed on Exhibit C, The  Proprietorship has the unrestricted right
to use,  free and clear of any  claims or rights of others,  all trade  secrets,
customer lists and  manufacturing and secret processes  reasonably  necessary to
the manufacture and marketing of all products made or proposed to be made by the
Proprietorship,  and  the  continued  use  thereof  after  the  Closing  by  the
Proprietorship  will not conflict with,  infringe upon or otherwise  violate any
rights of others.  Except as set forth on Exhibit C, the Proprietorship has used
or is making use of any confidential information or trade secrets of any present
or past employee of the Proprietorship.

     3.11.  No Pending  Material Litigation or Proceedings.  Except as disclosed
            ----------------------------------------------
on Exhibit C, there are no actions,  suits or proceedings  pending or threatened
against or affecting the Proprietorship (including actions, suits or proceedings
where liabilities may be adequately covered by insurance) at law or in equity or
before or by any federal,  state,  municipal or other  governmental  department,
commission,  court,  board,  bureau,  agency  or  instrumentality,  domestic  or
foreign, or affecting the Seller in connection with the business,  operations or


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affairs of the  Proprietorship,  which might result in any adverse change in the
business,  properties or assets, or in the condition (financial or otherwise) of
the  Proprietorship,  or which  might  prevent  the  sale of the  Proprietorship
pursuant to this Agreement. Except as disclosed on Exhibit C, the Proprietorship
has not,  during the three (3) years prior to the Closing Date,  been threatened
with  any  action,  suit,   proceeding  or  claim  (including  actions,   suits,
proceedings  or claims  where  its  liabilities  may be  adequately  covered  by
insurance)  for personal  injuries  allegedly  attributable  to products sold or
services  performed  by the  Proprietorship  asserting  a  particular  defect or
hazardous property in any of the Proprietorship's  respective products, services
or business practices or methods,  nor has the Proprietorship been a party to or
threatened  with  proceedings  brought by or before any Federal or state agency;
and the Seller has no knowledge of any defect or hazardous  property  claimed or
actual  in any such  product,  service  or  business  practice  or  method.  The
Proprietorship  is not subject to any voluntary or involuntary  proceeding under
the United States Bankruptcy Code and has not made an assignment for the benefit
of creditors.

     3.12.  Insurance.  The  Proprietorship  maintains  insurance with reputable
            ---------
insurance companies on such of the Proprietorship's equipment, tools, machinery,
inventory and properties as are usually insured by companies  similarly situated
and to the extent  customarily  insured,  and  maintains  products  and personal
liability insurance,  workers'  compensation  insurance and such other insurance
against hazards, risks and liability to persons and property as is customary for
companies  similarly   situated.   A  true  and  complete  listing  and  general
description of each of the  Proprietorship's  insurance policies as currently in
force is set forth on Exhibit C hereto.  All such insurance policies are, and at
the Closing shall be, in full force and effect.

     3.13.  Arrangements  with  Personnel.  Except  as  set  forth  on Exhibit C
            -----------------------------
hereto, the Seller, who is the Proprietorship's sole employee, is not a party to
any  transaction  with the  Proprietorship,  including  without  limitation  any
contract, loan or other agreement or arrangement providing for the furnishing of
services  by, the rental of real or personal  property  from or to, or otherwise
requiring  loans or payments  to, the Seller,  or to any member of the family of
the Seller, or to any corporation,  partnership,  trust or other entity in which
the Seller or any member of the family of the Seller has a substantial  interest
or is an officer, director,  trustee, partner or employee. There is set forth on
Exhibit  C a list  showing  (i)  the  name,  title,  date  and  amount  of  last
compensation  increase,  and aggregate  compensation,  including amounts paid or
accrued pursuant to any bonus,  pension,  profit sharing,  commission,  deferred
compensation  or other  plans or  arrangements  in effect as of the date of this
Agreement,  of the Seller, as well as any employment  agreements relating to the
Seller;  (ii) all powers of attorney  from the  Proprietorship  to any person or
entity;  (iii) the name of each person or entity  authorized  to borrow money or
incur or guarantee indebtedness on behalf of the Proprietorship; (iv) all safes,
vaults and safe deposit boxes  maintained by or on behalf of the  Proprietorship
and the names of all persons authorized to have access thereto; and (v) all bank
and savings accounts of the  Proprietorship and the names of all persons who are
authorized  signatories  with respect to such accounts,  the capacities in which
they are authorized and the terms of their authorizations.

     3.14.  Labor Relations.  The  Proprietorship  has no obligations  under any
            ---------------
employment   contract  or   consulting   agreement  or  under  any   executive's
compensation plan,  agreement or arrangement,  except as set forth on Exhibit C.
The  Proprietorship has furnished to the Company a copy of all written personnel
policies,  including without limitation  vacation,  severance,  bonus,  pension,
profit  sharing and  commissions  policies,  applicable to the  Proprietorship's
employees.


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     3.15.  Compliance  with  Laws.   The  Proprietorship  holds  all  licenses,
            ----------------------
franchises,  permits and authorizations  necessary for the lawful conduct of its
business as presently conducted,  and has complied with all applicable statutes,
laws, ordinances, rules and regulations of all governmental bodies, agencies and
subdivisions having,  asserting or claiming jurisdiction over the Proprietorship
with respect to any part of the conduct of the business and corporate affairs of
the Proprietorship.

     3.16.  Relationships  with Customers and Suppliers.  No present customer or
            -------------------------------------------
substantial  supplier  to the  Proprietorship  has  indicated  an  intention  to
terminate or materially and adversely alter its existing  business  relationship
with the  Proprietorship,  and the Company has no reason to believe  that any of
the  Proprietorship's  present customers or substantial  suppliers intends to do
so.

     3.17.  Disclosure.  Neither this Agreement, nor any certificate, exhibit or
            ----------
other written  document or statement,  furnished to the Company by the Seller or
the  Proprietorship  in connection  with the  transactions  contemplated by 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 be stated in order to
make the statements contained herein or therein not misleading.

     4.     Additional Agreements of the Parties.
            ------------------------------------

     4.1    Taxes and Expenses.
            ------------------

     (a)    Except as otherwise expressly provided in subsection (b) immediately
below, the Company, on the one hand, and the Seller and the  Proprietorship,  on
the other hand,  shall each pay all of their own  respective  taxes,  attorneys'
fees and other costs and expenses  payable in connection  with or as a result of
the transactions contemplated hereby and the performance and compliance with all
agreements  and  conditions  contained  in  this  Agreement  respectively  to be
performed or observed by each of them.

     (b)    The  Company shall pay  any  and  all  Colorado taxes, if any, which
become due on account of the sale, assignment, transfer, conveyance and delivery
of 100% of the Seller's interest in the Proprietorship to the Company.

     4.2.   Expiration  of  Representations and Warranties.  The representations
            ----------------------------------------------
and warranties of the Company and the Seller  contained  herein and in any other
document  or  instrument  delivered  by or on  behalf  of  them,  as such may be
qualified  in Exhibit  C, shall  remain in full force and effect for a period of
three (3) years after the date  hereof (the  "Warranty  Period")  and  thereupon
expire.

     4.3.   Indemnification.  The Seller hereby agrees to indemnify and hold the
            ---------------
Company  harmless  with  respect  to  any  and  all  claims,  losses,   damages,
obligations, liabilities and expenses, including, without limitation, reasonable
legal and other costs and expenses of investigating and defending any actions or
threatened  actions,  that the  Company may incur or suffer  following  the date
hereof by reason of any breach of any of the  representations  and warranties of
the Seller  contained  herein,  during the Warranty Period during which any such


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representation and warranty shall survive as provided herein,  provided that the
Company complies with the following indemnification procedure:

          (i)       The  Company shall  give  written notice to  the Seller of a
     claim for  indemnification  within the Warranty Period;  which notice shall
     set forth the amount involved in the claim for  indemnification and contain
     a reasonably  thorough  description of the facts  constituting the basis of
     such claim.

          (ii)      The Seller shall have a period  of thirty (30) days from the
     receipt of the notice  referred to above to respond to the indemnity  claim
     to the satisfaction of the Company.

          (iii)     If  a third party claim is  asserted that might result in  a
     claim for indemnification  hereunder,  all information within the Company's
     knowledge or control relevant and material to the defense of any such claim
     shall  promptly  be  made  available  to  the  Seller  and  his  authorized
     representatives,  and the Company shall otherwise cooperate with the Seller
     in the defense of the claim. The Company shall not settle or compromise any
     such claim  without  the prior  written  consent of the Seller  unless suit
     shall have been  instituted  against the Company and the Seller  shall have
     failed, after reasonable notice of institution of the suit, to take control
     of such suit as provided  below.  If the Seller  admits in writing  that he
     will be liable to the Company with respect to the full amount and as to all
     material elements of a third party claim alleging damages, should the third
     party prevail in such suit,  the Seller shall have the right to assume full
     control of the defense of such claim. Otherwise, the Company shall have and
     retain the right to control the defense of such claim, and the Seller shall
     be  entitled  to  participate  in the  defense  of such claim only with the
     Company's consent.

     5.     Miscellaneous.
            -------------

     5.1.   Other  Documents.  Each of  the parties  hereto  shall  execute  and
            ----------------
deliver such other and further  documents and  instruments,  and take such other
and  further  actions,  as  may be  reasonably  requested  of him or it for  the
implementation  and consummation of this Agreement and the  transactions  herein
contemplated.

     5.2.   Parties in Interest.  This Agreement shall be binding upon and inure
            -------------------
to the benefit of the parties hereto, and the heirs,  personal  representatives,
successors  and assigns of all of them,  but shall not confer,  expressly  or by
implication, any rights or remedies upon any other party.

     5.3.   Governing Law.   This Agreement is made and shall be governed in all
            -------------
respects,  including  validity,  interpretation  and effect,  by the laws of the
State of Colorado.

     5.4.   Notices.  All notices, requests or demands and other  communications
            -------
hereunder  must be in  writing  and  shall be  deemed  to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:


                                       -8-


<PAGE>



     (a)    If to the Company, to:

            JDLphotos.com, Inc.
            1127 Sumac Street
            Longmont, Colorado  80501
            Attention:  Mr. James J. DeLutes, President

            With copies to:

            Patricia Cudd, Esq.
            Cudd & Associates
            1120 Lincoln Street, Suite #1507
            Denver, Colorado  80203

     (b)    If to any of the Seller, to:

            Mr. James J. DeLutes
            1127 Sumac Street
            Longmont, Colorado  80501

     Any party  hereto may change  his or its  address by written  notice to the
other parties given in accordance with this Section 5.4.

     5.5.   Entire Agreement.  This Agreement and the exhibits  attached  hereto
            ----------------
contain the entire  agreement  between and among the parties and  supersede  all
prior agreements,  understandings and writings between or among the parties with
respect to the subject matter hereof and thereof. Each party hereto acknowledges
that  no  representations,   inducements,  promises  or  agreements,  verbal  or
otherwise,  have been made by any party,  or anyone  acting  with  authority  on
behalf of any party,  which are not embodied herein or in an exhibit hereto, and
that no other  agreement,  statement  or promise  may be relied upon or shall be
valid or binding.  Neither  this  Agreement  nor any term hereof may be changed,
waived,  discharged or terminated verbally. This Agreement may be amended or any
term hereof may be changed, waived,  discharged or terminated by an agreement in
writing signed by all parties hereto.

     5.6.   No  Equitable  Conversion.   Neither the execution of this Agreement
            -------------------------
nor the  performance  of any  provision  contained  herein shall cause any party
hereto to be or become liable in any respect for the  operations of the business
of any other party,  or the condition of property owned by any other party,  for
compliance with any applicable  laws,  requirements or regulations of, or taxes,
assessments or other charges now or hereafter due to, any governmental authority
or for any other charges or expenses whatsoever pertaining to the conduct of the
business or the  ownership,  title,  possession,  use or  occupancy of any other
party.

     5.7.   Headings.  The captions and headings used herein are for convenience
            --------
only and shall not be construed as part of this Agreement.


                                       -9-


<PAGE>



     5.8.   Attorneys'  Fees.   In the event of  any litigation between or among
            ----------------
the parties hereto, the non-prevailing party or parties shall pay the reasonable
expenses,  including but not limited to the  attorneys'  fees, of the prevailing
party or parties in connection therewith.

     5.9    Counterparts.  This  Agreement may be executed in counterparts, each
            ------------
of which  shall be deemed an  original  but all of which  taken  together  shall
constitute but one and the same document.

     IN WITNESS  THEREOF,  the parties  hereto have duly  executed and delivered
this Agreement effective as of the day and year first above written.


THE COMPANY:                                THE PROPRIETORSHIP:

JDLPHOTOS.COM, INC.                         JIM DELUTES PHOTOGRAPHY



By: /s/ Scott M. Thornock                   By: /s/ James J. DeLutes
    --------------------------------------     ---------------------------------
    Scott M. Thornock, Secretary/Treasurer     James J. DeLutes, Sole Proprietor

THE SELLER:



James J. DeLutes
--------------------------------------
        James J. DeLutes, Individually





















                                      -10-


<PAGE>



                                    EXHIBIT A

                                 Current Assets
                                 --------------

Cash (checking/savings - 1st Bank)                        $  1,046.67

Inventory
     Matted photographs               $  6,065.08
     Matted/framed photographs           4,593.05           10,658.13
                                      -----------

Prepaid booth rental deposits                                6,680.00
                                                          -----------

Total current assets                                      $ 18,584.80

                                  Fixed Assets
                                  ------------

Display set (less accumulated depreciation)               $    676.65
Computer equipment (less accumulated depreciation)           2,492.01
Photography equipment  (less accumulated depreciation)          75.00
Other equipment  (less accumulated depreciation)                 0.00
Furniture  (less accumulated depreciation)                     467.82
                                                          -----------
                                                          $  3,711.48

                                  Other Assets
                                  ------------

Other assets                                              $  1,590.00
                                                          -----------

Total assets                                              $ 22,886.28
















                                      -11-