EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT (the  "Agreement")  is entered into this 7th
day of February 2003 (the  "Effective  Date"),  by and between Pride,  Inc., and
Alvin Roth  ("Sellers"),  collectively  owning Two Million Two Hundred  Nineteen
Thousand Four Hundred Twenty Five (2,219,425)  common shares ("Shares") of stock
of Commonwealth Equities,  Inc., a fully reporting publicly traded company under
the symbol CWEQ ("CWEQ") and Sun Vacation Properties Corporation ("Purchaser").

     WHEREAS,  Purchaser  desires to purchase from Sellers said Shares for Three
Hundred Ten Thousand ($310,000 USD) ("Consideration"); and

     WHEREAS,  Sellers hereby agrees to deliver the Shares for the Consideration
(as defined below) to be paid by Purchaser,  subject to the terms and conditions
set forth below.

     NOW, THEREFORE, for and in consideration of the mutual promises herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.   PURCHASE AND SALE

     On the  basis  of the  representations  and  warranties  herein  contained,
     subject to the terms and  conditions  set forth  herein,  Purchaser  hereby
     agrees to  purchase  the  Shares for Three  Hundred  Ten  Thousand  Dollars
     ($310,000 USD).

2.   CLOSING

     A.   Transactions  and  Document  Exchange at  Closing.  Prior to or at the
          Closing, the following transactions shall occur and documents shall be
          exchanged, all of which shall be deemed to occur simultaneously:

          (1)  By Purchaser.  Purchaser will deliver,  or cause to be delivered,
               to Sellers:

               (i)  The  Consideration,  in One Hundred  Seventy  Five  Thousand
                    ($175,000)  immediately  available cash on February 11, 2003
                    and Twenty Five Thousand ($25,000) in immediately  available
                    funds on  February  26,  2003 and a  promissory  note in the
                    amount of One Hundred Ten Thousand ($110,000) due sixty days
                    from  February  7, 2003.  Such note  shall be  payable  from
                    Commonwealth   Equities,   Inc.,  Sun  Vacation   Properties
                    Corporation, and personally guaranteed by Von G. Batesole;

               (ii) Such other documents,  instruments,  and/or certificates, if
                    any,  as  are  required  to be  delivered  pursuant  to  the
                    provisions  of  this  Agreement,  or  which  are  reasonably
                    determined by the parties to be required to  effectuate  the
                    transactions contemplated in this Agreement, or as otherwise
                    may be reasonably requested by Sellers in furtherance of the
                    intent of this Agreement;

          (2)  By Sellers.  Sellers will  deliver,  or cause the following to be
               delivered to Purchaser:

               (i)  The Shares properly  endorsed and stamped with the Medallion
                    Signature Guarantee;

               (ii) Such other documents,  instruments,  and/or certificates, if
                    any,  as  are  required  to be  delivered  pursuant  to  the
                    provisions  of  this  Agreement,  or  which  are  reasonably
                    determined by the parties to be required to  effectuate  the
                    transactions contemplated in this Agreement, or as otherwise


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                    may be reasonably  requested by Purchaser in  furtherance of
                    the intent of this Agreement.

     B.   Post-Closing Documents.  From time to time after the Closing, upon the
          reasonable request of any party, the party to whom the request is made
          shall deliver such other and further  documents,  instruments,  and/or
          certificates  as may be necessary to more fully vest in the requesting
          party  the  Consideration  or the  Shares,  as  provided  for in  this
          Agreement,  or to enable the requesting party to obtain the rights and
          benefits contemplated by this Agreement.

3.   PRIVATE OFFERING

     A.   Private Offering.  Purchaser and Sellers understand each that the sale
          and exchange of securities  contemplated herein constitutes a private,
          arms-length  transaction  between a willing seller and a willing buyer
          without the use or reliance upon a broker,  distribution or securities
          underwriter.

     B.   Purchase   for   Investment.   Neither   Purchaser   nor  Sellers  are
          underwriters  of, or dealers in the rights and  securities  to be sold
          and exchanged hereunder.

     C.   Investment  Risk.  Because  of  their  financial  position  and  other
          factors,  the exchange  contemplated  by this  Agreement may involve a
          high degree of  financial  risk,  including  the risk that one or both
          parties may lose its entire investment, and both parties shall execute
          and deliver at Closing an  investment  letter in substance  similar to
          the letter attached as Exhibit "B" (the "Investment Letter").

     D.   Access to  Information.  Purchaser and Sellers and their advisors have
          been afforded the  opportunity to discuss the  transaction  with legal
          and accounting professionals and to examine and evaluate the financial
          impact of the sale and exchange contemplated herein.

4.   TERMINATION

     This Agreement may be terminated at anytime prior to the date of Closing by
     either  party if (a)  there  shall be any  actual or  threatened  action or
     proceeding  by or before  any court or any other  governmental  body  which
     shall  seek  to  restrain,   prohibit,   or  invalidate   the   transaction
     contemplated  by this  Agreement,  and which, in the judgment of such party
     giving  notice to  terminate  and based upon the  advice of legal  counsel,
     makes it inadvisable to proceed with the  transaction  contemplated by this
     Agreement,  or (b) if this  Agreement  has not been  approved  and properly
     executed by the parties by January 31, 2003.

5.   MISCELLANEOUS

     A.   Authority.  The  officers  of  Purchaser  and Sellers  executing  this
          Agreement  are duly  authorized  to do so and each party has taken all
          action  required by law or otherwise  to properly and legally  execute
          this Agreement.

     B.   Notices.  Any notice under this Agreement shall be deemed to have been
          sufficiently  given if sent by registered or certified  mail,  postage
          prepaid, addressed as follows:

         To Purchaser:           Sun Vacation Properties Corporation
                                 611 S. Palm Canyon #7, Suite 443
                                 Palm Springs, California 92264
                                 Residence Telephone:760-250-9741
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         To Sellers:             444 Park Forest Way
                                 Wellington, Florida 33414
                                 Residence Telephone: 561-798-4298
                                 Office Telephone: 561-307-0628


          or to any other  address  which may  hereafter be designated by either
          party by notice given in such manner.  All notices  shall be deemed to
          have been given as of the date of receipt.


     C.   Entire Agreement.  This Agreement sets forth the entire  understanding
          between  the  parties  hereto  and no  other  prior  written  or  oral
          statement or agreement shall be recognized or enforced.

     D.   Severability. If a court of competent jurisdiction determines that any
          clause  or  provision  of  this  Agreement  is  invalid,   illegal  or
          unenforceable, the other clauses and provisions of the Agreement shall
          remain in full force and effect and the  clauses and  provision  which
          are determined to be void,  illegal or unenforceable  shall be limited
          so that they shall remain in effect to the extent permissible by law.

     E.  Assignment. None of the parties hereto may assign this Agreement
         without the express written consent of the other parties and any
         approved assignment shall be binding on and inure to the benefit of
         such successor or, in the event of death or incapacity, on assignor's
         heirs, executors, administrators and successors.

     F.   Applicable  Law.  This  Agreement  has  been  negotiated  and is being
          contracted for in Texas, County of Dallas, it shall be governed by the
          laws  of  the   United   States   and   Texas,   notwithstanding   any
          conflict-of-law provision to the contrary.

     G.   Attorney's   Fees.   If  any   legal   action   or   other   preceding
          (non-exclusively including arbitration) is brought for the enforcement
          of or to declare any right or obligation  under this Agreement or as a
          result of a breach,  default or  misrepresentation  in connection with
          any of the  provisions of this  Agreement,  or otherwise  because of a
          dispute  among  the  parties  hereto,  the  prevailing  party  will be
          entitled to recover actual  attorney's fees (including for appeals and
          collection) and other expenses  incurred in such action or proceeding,
          in addition to any other relief to which such party may be entitled.

     H.   No Third Party  Beneficiary.  Nothing in this Agreement,  expressed or
          implied, is intended to confer upon any person, other than the parties
          hereto and their successors, any rights or remedies under or by reason
          of this  Agreement,  unless this  Agreement  specifically  states such
          intent.

     I.   Counterparts.  It is understood  and agreed that this Agreement may be
          executed in any number of identical counterparts, each of which may be
          deemed an original for all purposes.

     J.   Further  Assurances.  At any  time,  and from  time to time  after the
          Closing,  each party hereto will execute such  additional  instruments
          and take such action as may be reasonably requested by the other party
          to confirm or perfect title to the Shares to be transferred hereunder,
          or otherwise to carry out the intent and purposes of this Agreement.

     K.   Amendment or Waiver.  Every right and remedy  provided herein shall be
          cumulative  with  every  other  right and  remedy,  whether  conferred

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          herein,  at  law,  or in  equity,  and  may be  enforced  concurrently
          herewith,  and no  waiver  by any  party  of  the  performance  of any
          obligation  by the other shall be construed as a waiver of the same or
          any other  default  then,  theretofore,  or  thereafter  occurring  or
          existing.  At any time prior to Closing, this Agreement may be amended
          by a writing signed by all parties hereto.

     L.   Headings.  The section and  subsection  headings in this Agreement are
          inserted  for  convenience  only and shall  not  affect in any way the
          meaning or interpretation of this Agreement.

     M.   Facsimile.  A  facsimile,  telecopy  or  other  reproduction  of  this
          instrument  may be  executed  by one or more  parties  hereto and such
          executed  copy may be delivered by facsimile or similar  instantaneous
          electronic  transmission  device pursuant to which the signature of or
          on behalf of such party can be seen,  and such  execution and delivery
          shall be considered valid, binding and effective for all purposes.  At
          the  request  of any party  hereto,  all  parties  agree to execute an
          original  of this  instrument  as well as any  facsimile,  telecopy or
          other reproduction hereof.

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

"PURCHASER"


Signed by: /s/ Von G. Batesole                                Date:2/7/03

Print Name:   Von G. Batesole



"Sellers"

Pride, Inc.

By: /s/ Michael Schumacher                                    Date:2/7/03
Name: Michael Schumacher
Title:President
Representing 1,999,960 Shares


Alvin Roth

/s/ Alvin Roth                                                Date:2/7/03
Representing 219,425 Shares

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                                INVESTMENT LETTER

     The Undersigned hereby represents to each other:

     1. The  shares of  common  stock of CWEQ  (the  "Shares"),  which are being
acquired by the  undersigned,  are being acquired by the undersigned for its own
account and for investment.

     2. The  undersigned  acknowledges  that the shares are being  issued by the
Sellers in reliance on exemptions from  registration,  including but not limited
to Section 4(2) of the United States  Securities  Act, of 1933, as attended (the
"Securities  Act") and applicable  state  securities  laws, and the  undersigned
agrees not to sell,  transfer  or  otherwise  dispose  of the  shares  except in
compliance with the Securities Act, and applicable  state  Securities  laws. The
representations and warranties by the undersigned in this Investment Letter will
be  used  and  relied  upon  by the  Sellers  to  deliver  the  Shares,  and the
undersigned  will  notify  CWEQ  Immediately  of  any  material  changes  to the
representations made herein.


     3. The undersigned  acknowledges that it has been furnished with disclosure
documents which it feels adequate and necessary to make an economic  decision to
acquire  the shares,  including  but not limited to a copy of CWEQ's most recent
Annual  Report on Form 10-KSB and all reports or documents  required to be filed
by CWEQ under sections 13(a),  14(a), and 15(d) of the United States  Securities
Exchange Act of 1934 (the "Exchange Act"), and quarterly reports on form 10-QSB,
Current Reports on Form 8-K, and proxy statements  (collectively the "Disclosure
Documents").  In addition, the undersigned has been furnished with a description
of CWEQ's  capital  structure and any material  changes in the CWEQ's  financial
condition that may not have been disclosed in the Disclosure Documents.

     4. The undersigned  further  acknowledges that it has had an opportunity to
ask questions of and receive answers from duly designed  representatives of CWEQ
concerning  the terms and  conditions  pursuant  to which the  shares  are being
purchased. The undersigned has also had the opportunity to obtain any additional
information  which it possesses or can acquire  without  unreasonable  effort or
expense  necessary to verify the accuracy of the  information  furnished by CWEQ
undersigned has been afforded an opportunity to examine such documents and other
information  which it has  requested  for the purpose of verifying the financial
stability of the CWEQ.

     5. The  undersigned  is fully aware of the  applicable  limitations  on its
resale of any securities  such as the shares,  and that the shares,  and any and
all  certificates  issued in replacement  thereof or in exchange  therefore will
bear a restrictive transfer legend in the following form:

"The obligations  represented by this certificate and right to acquire shares of
CWEQ's  common  stock  contained  herein,  have not been  registered  under  the
Securities Act of 1933 (the `Act') and are "restricted  securities" as that term
is  defined  in Rule 144 under the Act.  Neither  this debt  instrument  nor the
shares for which this  obligation may be exchanged may be offered for sale, sold
or otherwise transferred except pursuant to an effective  Registration Statement
under the act or pursuant to an exemption  from  registration  under the Act the
availability of which is to be established to the satisfaction of CWEQ."

     6. By reason of the undersigned's knowledge and experience in financial and
business matters in general,  and investments in particular,  the undersigned is
capable of evaluating the merits and bearing the economic risks of an investment
in the shares and fully understands the speculative nature of the shares and the
possibility of loss of the undersigned's entire investment.

     7. The present  financial  condition of the  undersigned is such that it is
under no present or  contemplated  future  need to dispose of any portion of the
shares to satisfy an existing or contemplated undertaking, need or indebtedness.

  Very truly yours,

  By:                                        /s/ Von G. Batesole
     Print Name:                             Von G. Batesole
     Print Address:                          611 S Palm Canyon #7, Suite 443
                                             Palm Springs, California 92264

Date: February 7, 2003