Exhibit 10.9

                            STOCK PURCHASE AGREEMENT

     This  Stock  Purchase  Agreement,  dated as of  September  18,  2001  (this
"Agreement"), is by and between Crest View Inc., a Nevada corporation ("Buyer"),
and Anthony Conforti, a New Mexico resident ("Seller").


                                    RECITALS:

          WHEREAS,  Seller is the owner of 1,250  shares (the  "Shares")  of the
     outstanding stock (the "PGG Stock"), of Plan Grande Group, S.A., a Honduran
     corporation ("PGG");

          WHEREAS, the PGG Stock is the sole authorized and outstanding class of
     stock of PGG and the Shares  represent  all of the  issued and  outstanding
     shares of PGG Stock, as of the date of this Agreement;

          WHEREAS,  Buyer  desires to acquire all of the  outstanding  ownership
     interests  of any kind of PGG upon the  terms and  conditions  set forth in
     this Agreement;

          WHEREAS, the Seller desires to sell to Buyer the Shares upon the terms
     and conditions set forth in this Agreement;

          WHEREAS,  the Board of  Directors of Buyer has  determined  that it is
     advisable and in Buyer's  advantage and benefit to effect a purchase of the
     Shares from the Seller; and

          WHEREAS, the Board of Directors of Buyer has approved and adopted this
     Agreement.

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
     agreements, representations, warranties and covenants herein contained, and
     other good and valuable  consideration,  the receipt and adequacy is hereby
     acknowledged, the parties hereto do hereby agree as set forth below.

                          ARTICLE I - PURCHASE AND SALE

     1.1.  Sale and  Purchase of  Shareholder  Shares.  On the Closing  Date (as
     hereinafter  defined),  in accordance with the provisions of this Agreement
     and applicable law, Seller will sell, assign, transfer and convey to Buyer,
     and Buyer will purchase from the Seller, all of the Shares.


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<PAGE>

                           ARTICLE II - CONSIDERATION

2.1.  Amount  of  Consideration.  In  consideration  for the  sale,  assignment,
transfer and conveyance of the Shares to Buyer from Seller pursuant to Paragraph
1.1.  above,  Buyer shall issue,  pay and deliver to Seller,  at the Closing (as
hereinafter defined), the sum of $268,665 (the "Consideration"),  payable by the
delivery to Seller of a promissory  note,  substantially in the form attached as
Exhibit A to this Agreement,  in the principal  amount of $268,665 (the "Note"),
duly executed by Buyer.

             ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  represents,  warrants and  acknowledges to and covenants and agrees
with Buyer as follows:

3.1. Status; Authority Seller has legal capacity to execute, deliver and perform
Seller's  obligations  under  this  Agreement;   and  the  consummation  of  the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
action  on the part of  Seller  and this  Agreement  constitutes  the  valid and
legally binding obligation of Seller,  enforceable  against Seller in accordance
with its terms,  except as the same may be limited  by  bankruptcy,  insolvency,
reorganization  or other laws  affecting the  enforcement  of creditors'  rights
generally now or hereafter in effect and subject to the application of equitable
principles and the availability of equitable remedies;

3.2. Consents and Approvals, No Conflicts.

          (a) The execution and delivery of this Agreement by Seller do not, and
     the  performance  by Seller of  Seller's  obligations  hereunder  will not,
     require any consent, approval,  authorization or other action by, or filing
     with or notification to, any governmental or regulatory  authority,  except
     where failure to obtain such consent, approval, authorization or action, or
     to make  such  filing  or  notification,  would  not  prevent  Seller  from
     performing any of Seller's material obligations under this Agreement; and

          (b) The  execution,  delivery  and  performance  of this  Agreement by
     Seller and the other  agreements and  agreements to be executed,  delivered
     and  performed  by  Seller  pursuant  hereto  and the  consummation  of the
     transactions  contemplated hereby and thereby by Seller do not and will not
     conflict  with,  violate  or  result  in a  breach  or  termination  of any
     provision  of, or  constitute a default  under any law,  rule,  regulation,
     order,  writ,  judgment,   injunction,   decree,   determination  or  award
     applicable  to  Seller  or  give  to  others  any  rights  of  termination,
     amendment,  acceleration or  cancellation  of, or result in the creation of
     any lien or  encumbrance  on any of the  assets  or  properties  of  Seller
     pursuant to, any note,  bond,  mortgage,  indenture,  contract,  agreement,
     lease,  license,  permit,  franchise or other  instrument  relating to such
     assets  or  properties  to which  Seller is a party or by which any of such
     assets or  properties  is bound,  except as would not  prevent  Seller from
     performing any of Seller's  material  obligations  under this Agreement and
     would not have a material adverse effect on Seller or Seller's assets;


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<PAGE>

3.3. The Shares.  Seller is the lawful  owner of and has the full right,  power,
and  authority  to sell,  transfer,  and  deliver  to the  Buyer  the  Shares in
accordance with the terms of this Agreement and the sale, transfer, and delivery
of the Shares in accordance with the terms of this Agreement will transfer good,
valid  and  marketable  title  to the  Shares  free  and  clear  of  all  liens,
encumbrances, claims or rights of every kind and nature whatsoever;

3.4.  Seller's  Status with and  Knowledge of PGG.  Since the  formation of PGG,
Seller has been the sole  officer and  director of PGG;  and, in his capacity as
the sole shareholder,  officer and director of PGG, Seller is fully aware of the
business, operations and administration of PGG;

3.5. Valid Issuance.  All of the Shares have been duly  authorized,  are validly
issued and  outstanding,  are fully paid and  non-assessable,  and no  liability
attaches to the holder(s) of the Shares; the Shares are owned by Seller free and
clear of any and all restrictions,  liens,  claims, or encumbrances or rights of
third parties of any nature whatsoever; there are no existing options, warrants,
calls,  or  commitments  on the part of Seller of any character  relating to the
Shares;  and no voting  agreements or restrictions of any kind affect the rights
of any of the Shares or the holders of the Shares;

3.6. Organization,  Standing and Power of the Company. PGG is a corporation duly
organized, validly existing and in good standing under the laws of Honduras; PGG
has the corporate  power to own its  properties  and to carry on its business as
now being  conducted;  and Seller has made  available  to Buyer true and correct
copies of the incorporation documents (the "Incorporation Documents") filed with
the appropriate  Honduran  authorities in order to properly form and operate PGG
under Honduran law;

3.7. PGG Capital  Structure.  The  authorized  securities of PGG consists of PGG
Stock,  and no other  securities of any kind; as of the date of this  Agreement,
there were issued and  outstanding an aggregate of 1,250 shares of PGG Stock; as
of the date of this Agreement,  there where no shares of PGG Stock nor any other
securities of PGG issuable upon exercise of any  outstanding  options granted by
PGG or  Seller;  no shares of PGG  Stock  nor any  other  securities  of PGG are
subject to outstanding  convertible debt securities;  all outstanding  shares of
PGG Stock are duly authorized, validly issued, fully paid and non-assessable and
are not  subject to  preemptive  rights  created by statute,  the  Incorporation
Documents  or any  agreement  to which  PGG is a party or by which it is  bound;
there are no options,  warrants, calls, rights, commitments or agreements of any
character  to which  PGG is a party or by which it is bound,  obligating  PGG to
issue, deliver,  sell,  repurchase or redeem, or cause to be issued,  delivered,
sold,  repurchased  or  redeemed,  any  shares  of the  capital  stock of PGG or
obligating PGG to grant,  extend or enter into any such option,  warrant,  call,
right, commitment or agreement;

3.8.  Subsidiaries.  PGG does not have and has  never  had any  subsidiaries  or
affiliated  companies and does not otherwise own and has never  otherwise  owned
any  shares of  capital  stock or any  interest  in,  or  control,  directly  or
indirectly, any other corporation,  partnership,  association,  joint venture or
other business entity;


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3.9. PGG Assets and Liabilities.  The sole assets (the "Assets") and liabilities
of PGG are as set forth on Schedule  3.9 to this  Agreement;  and the Assets are
owned by PGG free and  clear of all  liens,  encumbrances,  claims  or rights of
every kind and nature whatsoever;

3.10.  Taxes.  All federal,  state and other returns and reports  required to be
filed by PGG have  been  duly  filed by PGG and all  material  taxes  and  other
assessments and levies (including all interest and penalties) including, without
limitation,  income,  franchise,  real estate,  sales,  gross receipts,  use and
services taxes, and employment and employee  withholding taxes, owed by PGG have
been paid in full by PGG unless  being  contested  in good  faith;  and all such
taxes and other  assessments  and levies  which PGG is  required  by law to have
withheld,  collected or deposited  have been duly  withheld  and  collected  and
deposited with the proper  governmental  authorities or segregated and set aside
for such payment, and if so segregated and set aside, shall be so paid by PGG as
required by law;

3.11. Litigation.  There is no material action, suit or proceeding of any nature
pending or to the best of  Seller's  knowledge  threatened  against  PGG,  PGG's
properties or any of PGG's officers or directors, in their respective capacities
as such;

3.12.  Status  of  Material  Contracts.  PGG  is not in  default  of,  nor is in
anticipatory  breach of any of its material  contracts with third  parties,  nor
does PGG have any reason to believe that it will be so in the future;

3.13.  Ownership  of  Property;  Indemnification.   PGG  owns  good,  valid  and
marketable  title or  valid  license  to any  property,  including  intellectual
property,  that it uses in the operation of its business,  free any clear of all
mortgages,  liens,  pledges,  charges  or  encumbrances,  except (i) the lien of
current taxes no yet due and payable and (ii) such imperfections of title, liens
and easements as do not and would not  reasonably be expected to have a material
adverse  effect on PGG;  and,  with  regard  to any  licenses  to use  property,
including   intellectual   property,  PGG  has  valid  and  enforceable  license
agreements  with  the  third  party  owners  of the  property,  and none of such
intellectual property infringes upon the proprietary rights of any third party;

3.14.  ERISA Plans. The Company does not have any plans that would be covered by
the United States ERISA laws;

3.15.  Restrictions on Business Activities.  To Seller's knowledge,  there is no
agreement,  judgment,  injunction, order or decree binding upon PGG which has or
could  reasonably  be expected to have the effect of  prohibiting  or materially
impairing  any current or future  business  practice of PGG to compete  with any
other  person or the  conduct of business by PGG as  currently  conducted  or as
proposed to be conducted by PGG;

3.16.  Governmental  Authorization;  Compliance with Laws. PGG has obtained each
federal, state, county, local or foreign governmental consent,  license, permit,
grant, or other  authorization  of any applicable  governmental  entity or other
regulatory  agency,  (i) pursuant to which PGG  currently  operates or holds any
interest in any of its  properties or (ii) that is required for the operation of
PGG's  business  or the  holding  of any such  interest  ((i)  and  (ii)  herein
collectively  referred  to as the  "Company  Authorizations"),  and  all of such
Company Authorizations are in full force and effect,


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<PAGE>

except where the failure to obtain or have any such Company Authorizations could
not  reasonably be expected to have a material  adverse effect on PGG; PGG is in
material  compliance  with all  applicable  laws,  statutes,  orders,  rules and
regulations of any applicable  governmental  entity or other  regulatory  agency
relating  to PGG,  except  where the  failure to do so would not have a material
adverse  effect and PGG has not received  notice of any violations of any of the
above;

3.17.  Minute  Books.  The  minute  books of PGG (the  "Minute  Books")  contain
complete and accurate records of all meetings and other corporate actions of the
shareholders  and Board of Directors  (including any committees of the Board) of
PPG;

3.18. No Violations of Law. PGG is not in violation of any applicable provisions
of any federal, state, local or foreign law, ordinance,  rule or regulation,  or
any judgement,  order, writ or decree, which violations,  individually or in the
aggregate,  could  have a material  adverse  effect on the  business,  financial
condition or results of operations of PGG;

3.19.  Finders.  Seller is not  obligated,  absolutely or  contingently,  to any
person for financial  advice,  a finder's fee,  brokerage  commission,  or other
similar  payment  in  connection  with  the  transactions  contemplated  by this
Agreement; and

3.20. No Other  Representations,  Warranties,  Covenants or Agreements of Buyer.
Except as set forth in this  Agreement,  or the  documents  referred  to herein,
Buyer has not made any  representation,  warranty,  covenant or  agreement  with
respect to the matters contained herein.

              ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  represents,  warrants and  acknowledges  to and covenants and agrees
with Seller as follows:

4.1.  Corporate  Status.  Buyer (i) is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Nevada,  (ii) has
all  necessary  corporate  power  and  authority  to own,  operate  or lease the
properties  and assets now owned,  operated  or leased by Seller and to carry on
the business of Buyer, as it is now being conducted,  and (iii) is duly licensed
or qualified  and in good  standing as a foreign  corporation  authorized  to do
business in each  jurisdiction  wherein the character of the properties owned or
leased by Buyer  and/or the nature of the  activities  conducted  by Buyer makes
such  licensing or  qualification  necessary,  except where the failure to be so
licensed  or  qualified  and in good  standing  would  not  prevent  Buyer  from
performing  any of its material  obligations  under this Agreement and would not
have  a  material  adverse  effect  on the  business,  operations  or  financial
condition of Buyer;

4.2.  Authority  of  Agreement.  Buyer has the power and  authority  to  accept,
execute and deliver this  Agreement  and, upon  acceptance by Buyer (in whole or
part), to carry out its obligations hereunder;  and the execution,  delivery and
performance by Buyer of this Agreement and the  consummation of the transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of Buyer and this Agreement, upon acceptance by Buyer (in whole or


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<PAGE>

part),   constitutes  the  valid  and  legally  binding   obligations  of  Buyer
enforceable  against Buyer in accordance with its terms,  except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement  of  creditors'  rights  generally  now or  hereafter  in effect and
subject to the  application  of equitable  principles  and the  availability  of
equitable  remedies;  the Note to be issued hereunder,  upon issuance thereof in
accordance  with the terms hereof,  will be validly  authorized,  fully paid and
non-assessable;

4.3. Consents and Approvals; No Conflict.

          (a) The acceptance,  execution and delivery of this Agreement by Buyer
     does not, and the performance by Buyer of its obligations  hereunder,  upon
     acceptance  by Buyer (in whole or part),  will not,  require  any  consent,
     approval,  authorization or other action by, or filing with or notification
     to, any  governmental  or  regulatory  authority,  except where  failure to
     obtain such consent,  approval,  authorization  or action,  or to make such
     filing or notification,  would not prevent Buyer from performing any of its
     material  obligations  under this  Agreement  and would not have a material
     adverse effect; and

          (b)  The  acceptance,  execution,  delivery  and  performance  of this
     Agreement by Buyer and the other  agreements  and documents to be executed,
     delivered and performed by Buyer pursuant  hereto and the  consummation  of
     the transactions  contemplated  hereby and thereby by Buyer do not and will
     not  conflict  with,  violate or result in a breach or  termination  of any
     provision of, or constitute a default under (or event which with the giving
     of notice or lapse of time,  or both,  would  become a default  under)  the
     Incorporation  Documents  or,  except  as  would  not  prevent  Buyer  from
     performing any of its material  obligations  under this Agreement and would
     not have a material adverse effect upon Buyer,  any law, rule,  regulation,
     order,  writ,  judgment,   injunction,   decree,   determination  or  award
     applicable to Buyer or give to others any rights of termination, amendment,
     acceleration or  cancellation  of, or result in the creation of any lien or
     encumbrance  on any of the assets or properties  of Buyer  pursuant to, any
     note, bond,  mortgage,  indenture,  contract,  agreement,  lease,  license,
     permit, franchise or other instrument relating to such assets or properties
     to which Buyer is a party or by which any of such assets or  properties  is
     bound;

4.4.  Absence of Litigation.  No claim,  action,  proceeding or investigation is
pending  which seeks to delay or prevent the  consummation  of the  transactions
contemplated  hereby or which would be  reasonably  likely to  adversely  affect
Buyer's  ability to consummate  the  transactions  contemplated  hereby or which
would have a material adverse effect upon Buyer;

4.5.  Governmental  Consent,  etc. No consent,  approval or  authorization of or
designation,  declaration or filing with any governmental  authority on the part
of Buyer is required in connection with the valid execution and delivery of this
Agreement, or the consummation of the transactions contemplated hereby;

4.6. Finders. Buyer is not obligated,  absolutely or contingently, to any person
for financial  advice, a finder's fee,  brokerage  commission,  or other similar
payment in connection with the transactions contemplated by this Agreement.


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4.7. No Other  Representations,  Warranties,  Covenants or Agreements of Seller.
Except as set forth in this  Agreement,  or the  documents  referred  to herein,
Seller has not made any  representation,  warranty,  covenant or agreement  with
respect to the matters contained herein;

                 ARTICLE V - CONDITIONS TO OBLIGATIONS OF BUYER

     The  obligations of Buyer under this Agreement are, at the option of Buyer,
subject to the  satisfaction  at and prior to the Closing Date of the  following
terms and conditions:

5.1. Fulfillment of Covenants.  All the terms,  covenants and conditions of this
Agreement to be complied  with and  performed by Seller on or before the Closing
Date shall have been duly complied with and performed, and there shall have been
delivered to Buyer a certificate  to such effect dated the Closing Date,  signed
by Seller.

5.2. Accuracy of Representations and Warranties.  All of the representations and
warranties made by Seller in this Agreement shall be true as of the Closing Date
with the same force and effect as though such representations and warranties had
been made as of the Closing  Date,  and Seller  shall have  delivered to Buyer a
certificate to such effect, dated the Closing Date, and signed by Seller.

5.3. No  Litigation.  There  shall be no action,  proceeding,  investigation  or
pending  or actual  litigation  the  purpose  of which is to enjoin or may be to
enjoin the  transactions  contemplated by this Agreement or which would have the
effect,  if successful,  of imposing a material  liability upon Buyer, or any of
the officers or directors thereof,  because of or due to, in many respects,  the
consummation of the transactions contemplated by this Agreement.  There shall be
no action, proceeding,  investigation or pending or actual litigation against or
with respect to PGG, Seller, outstanding shares of PPG Stock or the Shares which
could,  in any way,  invalidate or damage this  Agreement or value of the assets
which Buyer is acquiring pursuant to this Agreement.

                ARTICLE VI - CONDITIONS TO OBLIGATIONS OF SELLER

     The  obligations  of Seller  under  this  Agreement  are,  at the option of
Seller,  subject to the  satisfaction  at and prior to the  Closing  Date of the
following terms and conditions:

6.1. Fulfillment of Covenants.  All the terms,  covenants and conditions of this
Agreement  to be complied  with and  performed by Buyer on or before the Closing
Date shall have been duly complied with and performed, and there shall have been
delivered to Seller a certificate to such effect dated the Closing Date,  signed
by Buyer's President and Secretary.

6.2. Accuracy of Representations and Warranties.  All of the representations and
warranties  made by Buyer in this Agreement shall be true as of the Closing Date
with the same force and effect as though such representations and warranties had
been made as of the Closing  Date,  and Buyer shall have  delivered  to Seller a
certificate to such effect dated the Closing Date,  signed by Buyer's  President
and Secretary.


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6.3. No  Litigation.  There  shall be no action,  proceeding,  investigation  or
pending  or actual  litigation  the  purpose  of which is to enjoin or may be to
enjoin the  transactions  contemplated by this Agreement or which would have the
effect, if successful,  of imposing a material  liability upon Seller because of
or due to, in any respect, the consummation of the transactions  contemplated by
this Agreement. There shall be no action,  proceeding,  investigation or pending
or actual  litigation  against or with respect to Buyer or the Note which could,
in any way,  invalidate  or damage this  Agreement  or value of the assets which
Seller is acquiring pursuant to this Agreement.


                              ARTICLE VII - CLOSING

7.1.  Closing Date. The  consummation of the  transactions  contemplated by this
Agreement (the  "Closing")  shall take place at the offices of Buyer's  counsel,
Snow Becker  Krauss P.C., at 605 Third Avenue - 25th Floor,  New York,  New York
10158,  simultaneous  with the execution of this Agreement (the "Closing Date"),
or such  other  place,  date or time as shall  be  mutually  agreed  upon by the
parties to this Agreement.

7.2.  Seller's  Deliveries at Closing.  At the Closing,  Seller shall deliver to
Buyer (a) stock certificates  evidencing  Seller's ownership of the Shares, each
stock  certificate  being duly endorsed by Seller for the transfer of the Shares
evidenced by such stock certificate to Buyer, (b) the certificates  described in
paragraphs 5.1 and 5.2 of this Agreement and (c) the Minute Books.

7.3.  Buyer's  Deliveries  at Closing.  At the Closing,  Buyer shall  deliver to
Seller the (a) Note, as fully executed by Buyer's authorized  officers,  and (b)
certificates described in paragraphs 6.1 and 6.2 of this Agreement.

                         ARTICLE VIII - INDEMNIFICATION

8.1.  Right of  Indemnification.  From and after the  Closing  Date,  each party
hereto will indemnify and hold harmless the other party,  and such other party's
officers,  directors,  employees,  attorneys  and  agents  against  any  and all
liability,  damage,  deficiency,  loss,  cost or expense  (including  reasonable
attorneys'  fees and  expenses)  that are  based  upon or that  arise out of any
misrepresentation  or breach of any  warranty  or  agreement  made by such party
herein.

8.2. Indemnification Procedure. Each party (the "Indemnified Party") entitled to
indemnification  under this Agreement shall give prompt notice to the party (the
"Indemnifying  Party") required to provide  indemnification under this Agreement
after such  Indemnified  Party has received actual  knowledge of any claim as to
which indemnity may be sought,  and shall permit the Indemnifying  Party (at its
expense)  to  assume  the  defense  of any  claim  or any  litigation  resulting
therefrom;  provided,  that counsel for the Indemnifying Party who shall conduct
the defense of such claim or litigation, shall be reasonably satisfactory to the
Indemnified  Party,  and the Indemnified  Party may participate in such defense,
but only at such Indemnified Party's expense;  and provided,  further,  that the
omission by any Indemnified Party to give prompt notice as provided herein shall
not relieve the Indemnifying Party of its indemnification obligations under this
Agreement, except to the extent that


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<PAGE>

the omission  results in a failure of actual prompt  notice to the  Indemnifying
Party and such Indemnifying  Party is damaged as a result of the failure to give
prompt  notice.  No  Indemnifying  Party,  in the  defense  of the such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release from all liability with respect to such claim or
litigation. In the event that the Indemnifying Party does not accept the defense
of any matter as above provided, the Indemnified Party shall have the full right
to defend  against any such claim or demand,  and shall be entitled to settle or
agree to pay in full  such  claim or  demand  in the  Indemnified  Party's  sole
discretion.  In any event,  each party  shall  cooperate  in the defense of such
action and the records of each shall be  available  to the other with respect to
such defense.

8.3.  Indemnification  Notice.  Any  notice  of a claim by  reason of any of the
representations,  warranties and agreements  contained in this Agreement,  shall
state  specifically  the  representation,  warranty,  covenant or agreement with
respect to which the claim is made and the amount of liability  asserted against
the other party by reason of the claim.

8.4.  Survival.  The  representations,  warranties,  covenants,  agreements  and
indemnities contained in this Agreement shall survive the execution and delivery
of this Agreement,  any examination by or on behalf of such parties, the Closing
and the consummation of the transactions contemplated by this Agreement.

                              ARTICLE IX - GENERAL

9.1. Payment of Expenses. Each party shall bear its own expenses with respect to
this Agreement and the transactions contemplated hereby.

9.2.  Consent to Jurisdiction  and Waivers.  The parties hereto each irrevocably
consents  that any legal  action or  proceeding  against  either of them  under,
arising  out of, or in any  manner  relating  to,  this  Agreement  or any other
document  delivered in connection  herewith,  may be brought in any court of the
State of Nevada  located  within Clark County or in the United  States  District
Court for the  District of Nevada.  The parties  hereto,  by the  execution  and
delivery of this Agreement,  expressly and irrevocably consent and submit to the
personal  jurisdiction  of any of such courts in any such action or  proceeding.
The parties hereto further  irrevocably consent to the service of any complaint,
summons,  notice or other  process  relating to any such action or proceeding by
delivery  thereof to it by hand or by any other manner provided for in paragraph
9.4 below. The parties hereto hereby  expressly and irrevocably  waive any claim
or  defense  in any such  action  or  proceeding  based on any  alleged  lack of
personal  jurisdiction,  improper  venue or forum non  convenient or any similar
basis.  Nothing in this paragraph 9.2 shall affect or impair in any manner or to
any extent the right of either party to commence legal  proceedings or otherwise
proceed  against any other party hereto in any  jurisdiction or to serve process
in any manner permitted by law.

9.3. Amendments and Waivers. Except as otherwise provided herein, the provisions
of this  Agreement  may not be  amended,  modified or  supplemented  without the
written consent of each of


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<PAGE>

the  parties  hereto.  Any of the parties  hereto may, by written  notice to the
other,  (a) waive any of the conditions to its  obligations  hereunder or extend
the time for the  performance of any of the obligations or actions of the other,
(b) waive any inaccuracies in the representations of the other contained in this
Agreement or in any documents  delivered  pursuant to this Agreement,  (c) waive
compliance  with any of the covenants of the other  contained in this  Agreement
and (d) waive or modify  performance of any of the  obligations of the other. No
action taken  pursuant to this  Agreement,  including  without  limitation,  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action or  compliance  with any  representation,
warranty,  condition or agreement contained herein.  Waiver of the breach of any
one or more  provisions of this Agreement shall not be deemed or construed to be
a waiver of other breaches or subsequent breaches of the same provisions.

9.4. Notices. All notices, demands,  requests,  demands and other communications
required or otherwise  given under this Agreement  shall be in writing and shall
be deemed to have been duly  given if: (i)  delivered  by hand  against  written
receipt therefor, (ii) forwarded by a third party company or governmental entity
providing  delivery services in the ordinary course of business which guarantees
delivery the  following  business  day,  (iii) mailed by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or  (iv)  transmitted  by
facsimile  transmission  electronically  confirmed for receipt,  in full, by the
other party no later than 5:00 p.m.,  local time,  on the date of  transmission,
addressed as follows:

          If to Seller, to:          Anthony Conforti
                                     P.O. Box 4970
                                     Albuquerque, New Mexico 87196
                                     Facsimile:

          If to Buyer, to:           1700 West Horizon Ridge Parkway - Suite 202
                                     Henderson, Nevada  89012
                                     Attn.: President
                                     Facsimile: (702) 614-1790

          with a copy to:            Snow Becker Krauss P.C.
                                     605 Third Avenue - 25th Floor
                                     New York, New York  10158-0125
                                     Attn: Elliot H. Lutzker, Esq.
                                     Facsimile: (212) 949-7052

or, in the case of any of the  parties  hereto,  at such  other  address as such
party shall have  furnished to each of the other  parties  hereto in  accordance
with  this   paragraph  9.4.  Each  such  notice,   demand,   request  or  other
communication  shall be deemed  given (a) on the date of such  delivery by hand,
(b) on the  first  business  day  following  the  date of such  delivery  to the
overnight delivery service or facsimile  transmission or (c) three business days
following such mailing.


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<PAGE>

9.5.  Successors and Assigns:  Holders and Third Parties as Beneficiaries.  This
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and their respective successors and assigns.

9.6. Counterparts.  This Agreement may be executed in any number of counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

9.7. Headings. The headings of the articles, sections, paragraphs and clauses in
this  Agreement  are for  convenience  of reference  only and shall not limit or
otherwise affect the meanings or interpretations of the terms contained therein.

9.8.  Governing Law. This Agreement and the rights,  obligations and liabilities
of the parties  hereto shall be governed by and  construed  and  interpreted  in
accordance  with the laws of the State of Nevada without regard to the conflicts
of laws principles thereof.

9.9.  Severability:  Specific Enforcement.  In the event that any one or more of
the  provisions   contained   herein,   or  the   application   thereof  in  any
circumstances,  is held invalid,  illegal,  or unenforceable for any reason, the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law. Each
of the parties hereto  acknowledge  that the other  party(ies)  hereto would not
have an  adequate  remedy at law for money  damages in the event that any of the
covenants or agreements of any other party in this  Agreement were not performed
in  accordance  with its terms and  therefore  agrees that the other  party(ies)
shall be entitled to specific enforcement of such covenants or agreements and to
injunctive and other  equitable  relief in addition to any other remedy to which
it may be entitled, at law or in equity.

9.10. Entire Agreement;  Survival. This Agreement and the agreements referred to
herein are intended by the parties as a final expression of their agreements and
are intended to be a complete and  exclusive  statement  of the  agreements  and
understandings  of the parties hereto in respect of the subject matter contained
herein  and  therein.  There  are no  restrictions,  promises,  representations,
warranties or  undertakings,  with respect to the subject matter  hereof,  other
than those set forth or referred to herein and therein.  This  Agreement and the
agreements   referred  to  herein  are  supersede  all  prior   agreements   and
understandings between the parties with respect to such subject matters.

9.11  Binding  Nature.  This  Agreement  shall be binding  upon and inure to the
benefit of the parties  hereto.  Neither  party to this  Agreement may assign or
transfer any rights under this Agreement.

9.12.  Use of Certain Terms and  References.  The words  "hereof,"  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement;  the term "or" shall be deemed to include the term "and/or;" singular
or plural tenses shall be deemed to include the opposite whenever the context so
indicates or requires;  and article,  section,  subsection,  paragraph,  clause,
schedule  and  exhibit   references  are  to  this  Agreement  unless  otherwise
specified.


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                        SELLER:


                                                  /s/ Anthony Conforti
                                        ----------------------------------------
                                                    Anthony Conforti

                                        BUYER:

                                        Crest View Inc.


                                        By:          /s/ Johnny R. Thomas
                                           -------------------------------------
                                                 Johnny R. Thomas, President


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