EXHIBIT 10.2

Stock Purchase  Agreement and Unsecured  Promissory  Note dated October 5, 2001,
between Ucino Finance Limited and Converge Global, Inc.

<PAGE>

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT  ("Agreement"),  dated as of October 5, 2001,
is by and between  Ucino  Finance  Limited,  a  corporation  ("PURCHASER"),  and
Converge  Global,  Inc.,  a  Utah  corporation  ("SELLER")  (collectively,   the
"PARTIES").

                               W I T N E S S E T H

     WHEREAS,  Seller is the owner of  1,718,514  shares  of Common  Stock  (the
"Shares") of EssTec, Inc., a Nevada corporation (the "Company").

     WHEREAS,  SELLER has offered for sale to PURCHASER 800,000 shares of common
stock of the Company (the "Shares") at a purchase price of $0.10 per Share.

     WHEREAS,  SELLER  desires to sell to  PURCHASER  and  PURCHASER  desires to
purchase from SELLER,  800,000  Shares upon the terms and  conditions  set forth
herein.

     NOW  THEREFORE,  in  consideration  of the promises and  respective  mutual
agreements herein  contained,  it is agreed by and between the PARTIES hereto as
follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

     1.1  SALE OF THE SHARES.  Upon execution of this Agreement (the "Closing"),
subject to the terms and  conditions  herein set forth,  and on the basis of the
representations,  warranties and agreements herein contained,  SELLER shall sell
to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

     1.2  INSTRUMENTS OF CONVEYANCE AND TRANSFER.  As soon as practicable  after
the Closing, SELLER shall return its certificate  representing the Shares to the
Company  and shall  request  Company  to issue  and  deliver  a  certificate  or
certificates  representing  the  Shares  of SELLER to  PURCHASER  sufficient  to
transfer  all right,  title and  interest in the Shares to  PURCHASER,  with any
remaining shares to be certificated and sent to SELLER.

     1.3  CONSIDERATION  AND PAYMENT FOR THE SHARES.  In  consideration  for the
Shares,  PURCHASER  shall pay a  purchase  price of a total of  eighty  thousand
dollars ($80,000) ($0.10 per Share) ("Purchase  Price").  The Purchase Price may
be paid in cash or check made  payable to the Seller;  or by a  promissory  note
payable to the Seller, but only to the extent authorized by the Seller.

                                    ARTICLE 2
              REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

     2.1  SELLER hereby represents and warrants that:

          (a)  The  Shares  issued  hereunder  (the  "Shares")  have  been  duly
authorized by the appropriate corporate action of the Company.

          (b)  SELLER shall  transfer  title,  in and to the Shares to PURCHASER
free and clear of all liens, security interests, pledges, encumbrances, charges,
restrictions,  demands and claims,  of any kind and nature  whatsoever,  whether
direct or indirect or contingent.

                                       1
<PAGE>

          (c)  As soon as  practicable  after the  Closing  Date,  SELLER  shall
return its certificate  representing the Shares to the Company and shall request
Company to issue and deliver a  certificate  or  certificates  representing  the
Shares of SELLER to  PURCHASER  sufficient  to  transfer  all  right,  title and
interest  in  the  Shares  to  PURCHASER,   with  any  remaining  shares  to  be
certificated and sent to SELLER.  The certificate  representing the Shares which
will be issued to PURCHASER  shall be subject to no liens,  security  interests,
pledges,  encumbrances,  charges,  restrictions,  demands or claims in any other
party  whatsoever,  except as set forth in the legend on the certificate,  which
legend shall provide as follows:

     THE SHARES (OR OTHER  SECURITIES)  REPRESENTED BY THIS CERTIFICATE HAVE NOT
     BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933. THE SHARES MAY NOT BE
     SOLD OR  TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF
     COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

          (d)  PURCHASER   acknowledges   that  the  Shares  will  initially  be
"restricted  securities" (as such term is defined in Rule 144 promulgated  under
the  Securities  Act of 1933,  as amended  ("Rule  144"),  that the Shares  will
include the foregoing  restrictive legend, and, except as otherwise set forth in
this Agreement, that the Shares cannot be sold unless registered with the United
States Securities and Exchange  Commission  ("SEC") and qualified by appropriate
state securities  regulators,  or unless PURCHASER  obtains written consent from
the Company and otherwise  complies with an exemption from such registration and
qualification (including, without limitation, compliance with Rule 144).

          (e)  PURCHASER  acknowledges  and agrees  that  SELLER  makes no other
representations or warranties with respect to the Shares or the SELLER.

     2.2  PURCHASER represents and warrants to SELLER as follows:

          (a)  PURCHASER  has adequate  means of providing for current needs and
contingencies,  has no need for liquidity in the investment, and is able to bear
the economic risk of an  investment in the Shares  offered by SELLER of the size
contemplated.  PURCHASER  represents that PURCHASER is able to bear the economic
risk of the  investment  and at the present time could afford a complete loss of
such  investment.  PURCHASER has had a full opportunity to inspect the books and
records of the SELLER and to make any and all  inquiries of SELLER  officers and
directors  regarding  the  SELLER  and its  business  as  PURCHASER  has  deemed
appropriate.

          (b)  PURCHASER is an "Accredited  Investor" as defined in Regulation D
of the  Securities  Act of 1933 (the "Act") or  PURCHASER,  either alone or with
PURCHASER's  professional  advisers who are  unaffiliated  with,  have no equity
interest in and are not  compensated by SELLER or any affiliate or selling agent
of SELLER,  directly or indirectly,  has sufficient  knowledge and experience in
financial  and business  matters that  PURCHASER  is capable of  evaluating  the
merits and risks of an investment in the Shares  offered by SELLER and of making
an informed  investment  decision  with respect  thereto and has the capacity to
protect  PURCHASER's  own  interests in  connection  with  PURCHASER's  proposed
investment in the Shares.

          (c)  PURCHASER  is acquiring  the Shares  solely for  PURCHASER'S  own
account as principal,  for  investment  purposes only and not with a view to the
resale or  distribution  thereof,  in whole or in part,  and no other  person or
entity has a direct or indirect beneficial interest in such Shares.

          (d)  PURCHASER will not sell or otherwise  transfer the Shares without
registration  under the Act or an exemption  therefrom and fully understands and
agrees that PURCHASER must bear

                                       2
<PAGE>

the  economic  risk of  PURCHASER'S  purchase for an  indefinite  period of time
because,  among other reasons, the Shares have not been registered under the Act
or under the  securities  laws of any state  and,  therefore,  cannot be resold,
pledged,  assigned  or  otherwise  disposed  of  unless  they  are  subsequently
registered under the Act and under the applicable securities laws of such states
or unless an exemption from such registration is available.

                                    ARTICLE 3
                                  MISCELLANEOUS

     3.1  ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement and
understanding   of  the  parties   hereto  with  respect  to  the   transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understandings related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statements,  certificates,  or other documents delivered pursuant hereto
or in connection with the transactions  contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.

     3.2  NOTICES. Any notice, request,  instruction, or other document required
by the terms of this  Agreement,  or deemed by any of the  parties  hereto to be
desirable,  to be given to any other party  hereto shall be in writing and shall
be given by  facsimile,  personal  delivery,  overnight  delivery,  or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:

     TO SELLER:        Converge Global, Inc.
     ---------         233 Wilshire Boulevard, Suite 930
                       Santa Monica, CA 90401
                       Facsimile:  (310) 656-3055
                       Attn:  Mr. Imran Husain, President

     TO PURCHASER:     Ucino Finance Limited
     ------------      Mill Mall P.O. Box 964
                       Road Town, Tortola, BVI
                       Facsimile: (_____)________________
                       Attn:  Mr. Gerald Calame

     WITH COPY TO:     Senn Palumbo Meulemans, LLP
     ------------      18301 Von Karman Avenue, Suite 850
                       Irvine, CA  92612-1009
                       Facsimile:  (949) 251-1331
                       Attn:  Lynne Bolduc, Esq.

The persons and  addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by facsimile, personal delivery, or
overnight  delivery in accordance  with the  provisions  of this  Section,  said
notice  shall be  conclusively  deemed  given at the time of such  delivery.  If
notice is given by mail in accordance with the provisions of this Section,  such
notice shall be  conclusively  deemed given seven days after deposit  thereof in
the United States mail.

     3.3  WAIVER AND AMENDMENT. Any term, provision,  covenant,  representation,
warranty or condition  of this  Agreement  may be waived,  but only by a written
instrument signed by the party entitled to the benefits thereof.  The failure or
delay of any party at any time or times to require performance of

                                       3
<PAGE>

any  provision  hereof or to exercise its rights with  respect to any  provision
hereof shall in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any condition, or of
the  breach  of  any  term,  provision,  covenant,  representation  or  warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing  waiver of any such  condition or breach
or waiver of any other condition or of the breach of any other term,  provision,
covenant,  representation  or  warranty.  No  modification  or amendment of this
Agreement  shall be valid and binding  unless it be in writing and signed by all
parties hereto.

     3.4  CHOICE OF LAW. This Agreement and the rights of the parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
California  including all matters of construction,  validity,  performance,  and
enforcement and without giving effect to the principles of conflict of laws.

     3.5  JURISDICTION.  The parties submit to the jurisdiction of the Courts of
the County of Orange,  State of California or a Federal Court  empanelled in the
State of California for the  resolution of all legal disputes  arising under the
terms of this  Agreement,  including,  but not  limited to,  enforcement  of any
arbitration award.

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

     3.7  ATTORNEYS' FEES.  Except as otherwise  provided  herein,  if a dispute
should arise between the parties including, but not limited to arbitration,  the
prevailing  party  shall  be  reimbursed  by the  non-prevailing  party  for all
reasonable  expenses  incurred in resolving such dispute,  including  reasonable
attorneys'  fees  exclusive  of such  amount  of  attorneys'  fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.

     3.8  TAXES.  Any income taxes  required to be paid in  connection  with the
payments  due  hereunder,  shall be borne by the  party  required  to make  such
payment.  Any  withholding  taxes  in the  nature  of a tax on  income  shall be
deducted from  payments  due, and the party  required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper  amount to  withhold  of such  taxes and to prove  payment to the tax
authority of such required withholding.

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

"SELLER"
--------

Converge Global, Inc.,
a Utah corporation


/s/ Imran Husain
----------------------------
By:  Imran Husain
Its: President

                                       4
<PAGE>

"PURCHASER"
-----------
Ucino Finance Limited,
a Corporation

/s/ Fillipo Israel
----------------------------
By:  Fillipo Israel
Its: Director


ACKNOWLEDGED:

"COMPANY"

EssTec, Inc.,
a Nevada corporation

/s/ Tariq Khan
----------------------------
By:  Tariq Khan
Its: President

                                       5
<PAGE>

                                 PROMISSORY NOTE

$80,000                                                   Dated: October 5, 2001

     1.   PRINCIPAL.  FOR VALUE RECEIVED,  Ucino Finance Limited,  a Corporation
("Maker"),  promises  to pay to the  order  of  Converge  Global,  Inc.,  a Utah
corporation ("Holder"), at the address of Holder known to Maker or at such other
place as Holder may from time to time designate in writing, the principal sum of
eighty  thousand  dollars  ($80,000) (the  "Obligation"),  which  represents the
principal amount owed by Holder to Maker.

     2.   INTEREST.  No interest shall accrue on the unpaid  principal amount of
the Obligation.

     3.   PAYMENTS.  Maker shall pay to Holder the  Obligation  in the following
manner:

          (a)  One payment  consisting of total amount of the principal  balance
               on the Maturity Date (as defined below).

          (b)  "MATURITY  DATE"  shall  mean the date which is one year from the
               date of this Note.

     4.   TRANSACTION.  This  Note is the  promissory  note  issued  by Maker to
Holder to evidence the Obligation (as defined below).

     5.   PREPAYMENT.  Maker  shall be entitled to prepay this Note prior to the
Maturity Date without premium or penalty.

     6.   APPLICATIONS OF PAYMENTS.  Payments received by Holder pursuant to the
terms hereof shall be applied in the following manner:  first, to the payment of
all expenses,  charges, late payment fees, costs and fees incurred by or payable
to Holder and for which Maker is  obligated  pursuant to the terms of this Note,
and second, to the payment of principal.

     7.   EVENTS OF DEFAULT. The occurrence of any of the following events shall
constitute an Event of Default hereunder

          (a)  Failure of Maker to pay the principal upon the Maturity Date;

          (b)  Failure  of  Maker  to  pay  any  amount  or  perform  any  other
          obligation under the Agreement;

          (c)  Maker shall admit in writing its  inability  to, or be  generally
          unable to, pay its undisputed  debts as such  undisputed  debts become
          due;

          (d)  Maker shall:  (i) apply for or consent to the  appointment of, or
          the taking of possession by, a receiver,  custodian, trustee, examiner
          or liquidator of all or a substantial part of its property,  (ii) make
          a general assignment for the benefit of its creditors,  (iii) commence
          a voluntary case under the United States  Bankruptcy Code, (iv) file a
          petition  seeking  to take  advantage  of any  other law  relating  to
          bankruptcy,  insolvency,  reorganization,   liquidation,  dissolution,
          arrangement or winding-up,  or composition or  readjustment  of debts;
          (v)  fail  to  controvert  in a  timely  and  appropriate  manner,  or
          acquiesce  in  writing  to,  any  petition  filed  against  him  in an
          involuntary case under the United States  Bankruptcy Code; or (vi)take
          any action for the purpose of effecting any of the foregoing;

                                       6
<PAGE>

          (e)  A proceeding or case shall be commenced,  without the application
          or consent of Maker, in any court of competent jurisdiction,  seeking:
          (i) its financial reorganization,  liquidation or arrangement,  or the
          composition or  readjustment  of its debts;  (ii) the appointment of a
          receiver,  custodian,  trustee,  examiner,  liquidator  or the like of
          Maker  or of all or any  substantial  part of its  property;  or (iii)
          similar  relief  in  respect  of  Maker  under  any  law  relating  to
          bankruptcy, insolvency, reorganization or composition or adjustment of
          debts, and such proceeding or case shall continue  undismissed,  or an
          order,  judgment or decree  approving or ordering any of the foregoing
          shall be entered and continue unstayed and in effect,  for a period of
          30 or more days; or an order for relief against Maker shall be entered
          in an involuntary case under the United States Bankruptcy Code; or

          (f)  A final  judgment  or  judgments  issued by a court of  competent
          jurisdiction  for the  payment  of money in  excess  of  $5,000 in the
          aggregate  (exclusive  of judgment  amounts fully covered by insurance
          where the insurer has admitted  liability in respect of such judgment)
          or in excess of  $10,000 in the  aggregate  (regardless  of  insurance
          coverage)  shall be  rendered  by a one or more  governmental  persons
          having jurisdiction against Maker and the same shall not be discharged
          (or  provision  shall  not be made for such  discharge),  or a stay of
          execution of the relevant  judgment  shall not be procured,  within 30
          days  from the date of entry of such  judgment  and Maker  shall  not,
          within  that  30-day  period,  or  such  longer  period  during  which
          execution  of the same shall have been  stayed,  appeal from and cause
          the execution of such judgment to be stayed during such appeal.

     8.   REMEDIES;  LATE PAYMENT  PENALTY.  Upon the  occurrence of an Event of
Default and without  demand or notice,  Holder may declare the principal  amount
then  outstanding  of the  Obligation  of Maker to be forthwith due and payable,
whereupon such amounts shall be immediately due and payable without presentment,
demand,  protest  or other  formalities  of any kind,  all of which  are  hereby
expressly  waived by Maker  and  Maker may  exercise  all  rights  and  remedies
available to it under the Agreement or any succeeding agreement).

     9.   WAIVER.  Maker  hereby  waives  diligence,  presentment,  protest  and
demand,  notice of protest,  dishonor and  nonpayment of this Note and expressly
agrees that,  without in any way  affecting  the  liability of Maker  hereunder,
Holder may extend any maturity  date or the time for payment of any  installment
due hereunder,  accept security,  release any party liable hereunder and release
any security now or hereafter  securing this Note. Maker further waives,  to the
full  extent  permitted  by law,  the  right to plead  any and all  statutes  of
limitations  as a defense to any  demand on this Note,  or on any deed of trust,
security  agreement,  lease  assignment,  guaranty  or  other  agreement  now or
hereafter securing this Note.

     10.  ATTORNEYS'  FEES;  COSTS.  Maker agrees to pay to Holder all costs and
expenses including  attorneys' fees and costs,  incurred by Holder in connection
with the  negotiation,  preparation  or execution of the Loan and this Note.  If
this Note is not paid when due or if any Event of Default occurs, Maker promises
to pay all costs of enforcement  and  collection,  including but not limited to,
Holder's  attorneys' fees, whether or not any action or proceeding is brought to
enforce the provisions hereof.

     11.  SEVERABILITY.   Every  provision  of  this  Note  is  intended  to  be
severable.  In the event any term or provision  hereof is declared by a court of
competent jurisdiction, to be illegal or invalid for any reason whatsoever, such
illegality  or  invalidity  shall  not  affect  the  balance  of the  terms  and
provisions  hereof,   which  terms  and  provisions  shall  remain  binding  and
enforceable.

     12.  NUMBER AND GENDER.  In this Note the singular shall include the plural
and the masculine shall include the feminine and neuter gender,  and vice versa,
if the context so requires.

                                       7
<PAGE>

     13.  HEADINGS. Headings at the beginning of each numbered paragraph of this
Note are intended  solely for  convenience and are not to be deemed or construed
to be a part of this Note.

     14.  CHOICE  OF LAW.  This  Note  shall be  governed  by and  construed  in
accordance with the laws of the State of California.  Any action to enforce this
Note  shall be  brought in state or  federal  courts  located in Orange  County,
California.

     15.  MISCELLANEOUS.

          (a)  All notices and other communications provided for hereunder shall
          be in writing and shall be delivered by United States mail,  certified
          or registered, return receipt requested to the respective party at the
          address  provided in the  Agreement  or  otherwise  provided  for such
          purpose.

          (b)  No failure or delay on the part of Holder or any other  holder of
          this Note to exercise any right,  power or  privilege  under this Note
          and no course of dealing  between  Maker and Holder  shall impair such
          right,  power or privilege or operate as a waiver of any default or an
          acquiescence  therein, nor shall any single or partial exercise of any
          such right,  power or privilege preclude any other or further exercise
          thereof or the exercise of any other right,  power or  privilege.  The
          rights and remedies herein  expressly  provided are cumulative to, and
          not exclusive of, any rights or remedies, which Holder would otherwise
          have.  No notice to or demand on Maker in any case shall entitle Maker
          to any  other  or  further  notice  or  demand  in  similar  or  other
          circumstances  or  constitute  a waiver  of the right of Holder to any
          other or further action in any circumstances without notice or demand.

          (c)  Maker and any  endorser of this Note  hereby  consent to renewals
          and  extensions  of time at or  after  the  maturity  hereof,  without
          notice, and hereby waive diligence,  presentment,  protest, demand and
          notice of every kind.

          (d)  Maker may not assign its rights or obligations  hereunder without
          prior written consent of Holder. Subject to compliance with applicable
          federal and state  securities  laws,  Holder may (i) assign all or any
          portion of this Note  without the prior  consent of Maker or (ii) sell
          or agree to sell to one or more other persons a  participation  in all
          or any part of the Note  without  the prior  consent  of  Maker.  Upon
          surrender  of the Note,  Maker  shall  execute and deliver one or more
          substitute notes in such  denominations and of a like aggregate unpaid
          principal  amount or other amount  issued to Holder and/or to Holder's
          designated   transferee  or   transferees.   Holder  may  furnish  any
          information in the possession of Holder  concerning  Maker,  or any of
          its  respective  subsidiaries,  from  time to time  to  assignees  and
          participants (including Prospective assignees and participants).

                          [SIGNATURES FOLLOW NEXT PAGE]

                                       8
<PAGE>

     IN WITNESS  WHEREOF,  Maker has caused  this Note to be duly  executed  and
delivered as of the day and year and at the place first above written.

                                        MAKER:

                                        UCINO FINANCE LIMITED,
                                        a BVI corporation

                                        /s/ Fillipo Israel
                                        -----------------------------------
                                        BY: Fillipo Israel
                                        ITS: Director

                                        HOLDER:

                                        CONVERGE GLOBAL, INC.,
                                        a Utah corporation


                                        /s/ Imran Husain
                                        -----------------------------------
                                        BY: Imran Husain
                                        ITS: President

                                       9