EXHIBIT 2.2
                                                    

                    STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement"), made and
entered into as of this 19TH day of January, 1999, by and between
C. J. Cloarec (a.k.a. C. J. Cloarac), individually and as
President of Camrose Optical Co. a resident of Camrose, Alberta,
Canada, Texas, (the "Sellers") and H. Wayne Gifford, a resident
of Dallas, Texas; Charles B. Humphrey, a resident of Dallas,
Texas; Johnathan M. Hill, a resident of Dallas, Texas; Fred
Oliver, a resident of Dallas, Texas; David Tyrrell, a resident of
Dallas, Texas; Clay Moore, a resident of Dallas, Texas; Sheila
Irons, individually and as Trustee of the Humphrey Children's
Trust, a resident of Carrollton, Texas; and Katherine R. Murphy,
a resident of Rowlett, Texas (collectively, the "Purchasers").

                       W I T N E S S T H:

     WHEREAS, the Sellers are the record and beneficial owner of
161,825 shares, or 3.81297625%, of the issued and outstanding
shares of common stock of Gladstone Resources, Inc., a Washington
corporation (the "Company").

     WHEREAS, Sellers have agreed to sell to Purchasers, and
Purchasers have agreed to purchase from Sellers, all of the
shares of the common stock of the Company owned by the Sellers;

     NOW, THEREFORE, for and in consideration of the premises and
mutual undertakings and agreements contained in this Agreement,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1.   SALE OF STOCK.  Upon and subject to the terms and conditions
set forth in this Agreement, Sellers hereby sell, assign,
transfer and deliver to Purchasers good and valid title to One
Hundred Sixty-one Thousand Eight Hundred Twenty-five (161,825)
shares, or 3.81297625%, of the issued and outstanding common
stock of the Company (the "Shares") at the agreed aggregate
purchase price of Sixteen Thousand One Hundred Eighty-two Dollars
and Fifty Cents ($16,182.50), or $ .10 per Share. The respective
numbers of the Shares to be sold and delivered by each Seller and
the respective portion of the aggregate purchase price to be
received by each Seller are set forth on the signature pages
hereto.  Sellers hereby deliver to Purchasers stock certificates
representing the Shares, endorsed in blank or accompanied by duly
executed assignment documents. Purchasers hereby acknowledge
receipt of the stock certificates evidencing the Shares, duly
endorsed in blank and in proper form for transfer.

     2.   PURCHASE PRICE AND CONSIDERATION.  In consideration of
Sellers' conveyance to the Purchasers of the Shares, Purchasers
have concurrently, with the execution of this Agreement paid to
Sellers the aggregate sum of Sixteen Thousand One Hundred Eighty-
two Dollars and Fifty Cents ($16,182.50) in the form of separate
checks. The respective number of Shares to be purchased and
delivered to each Purchaser and the respective portion of the
aggregate purchase price to be paid by each Purchaser are set
forth on the signature pages hereto.

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     3.   REPRESENTATION AND WARRANTIES OF SELLERS. Sellers hereby,
jointly and severally, represent and warrant unto each of the
Purchasers as follows:

          a.   AUTHORIZATION OF TRANSACTION.  Each of the Sellers has full
     power and authority to execute and deliver this Agreement and to
     perform his respective obligations hereunder.  This Agreement
     constitutes the valid and legally binding obligation of each of
     the Sellers, enforceable in accordance with its terms and
     conditions.  None of the Sellers is required to give any notice
     to, make any filing with, or obtain any authorization, consent,
     or approval of any government or governmental agency or any other
     person or entity in order to consummate the transactions
     contemplated by this Agreement.
     
          b.   NONCONTRAVENTION. Neither the execution and the delivery of
     this Agreement, nor the consummation of the transactions
     contemplated hereby, will (A) violate any constitution, statute,
     regulation, rule, injunction, judgment, order, decree, ruling,
     charge or other restriction of any government, governmental
     agency or court to which any of the Sellers are subject or (B)
     conflict with, result in a breach of, constitute a default under,
     result in the acceleration of, create in any party the right to
     accelerate, terminate, modify or cancel, or require any notice
     under any agreement, contract, lease, license, instrument or
     other arrangement to which any of the Sellers are a party, or by
     which any of the Sellers are bound, or to which any of the
     Sellers' assets are subject.
     
          c.   NO BROKERS' FEE.  None of the Sellers have any liability or
     obligation to pay any fees or commissions to any broker, finder
     or agent with respect to the transactions contemplated by this
     Agreement.
     
          d.   SHARES.  Each of the Sellers holds of record and own
     beneficially all of the issued and outstanding Shares set forth
     opposite his name on the signature pages hereto, free and clear
     of any restrictions on transfer (other than any restrictions
     under federal and state securities laws), taxes, security
     interests, encumbrances, liens, options, warrants, purchase
     rights, contracts, commitments, equities, claims, and demands of
     any kind or character.  None of the Sellers is a party to any
     option, warrant, purchase right or other contract or commitment
     that could require any of the Sellers to sell, transfer or
     otherwise dispose of any capital stock of the Company (other than
     this Agreement).  None of the Sellers are a party to any
     shareholders agreement, voting trust, proxy, or other agreement
     or understanding with respect to the voting of any capital stock
     of the Company.
     
     4.   MISCELLANEOUS.

          a.   ENTIRE AGREEMENT.  This document sets forth the entire
     agreement and understanding between the parties hereto relating
     to the subject matter described herein and merges and supersedes
     all prior and contemporaneous discussions and documents relating
     thereto.
     
          b.   FURTHER DOCUMENTS.  Following the execution hereof, to the
     extent deemed reasonably necessary, the parties shall execute and
     deliver all such additional
     
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     documents or instruments as shall be necessary or
     appropriate to carry out the intent of this Agreement.
     
          c.   BINDING EFFECT.  This Agreement shall be binding upon and
     shall inure to the benefit of the parties and their respective
     heirs, executors, administrators, successors and assigns.
     
          d.   HEADINGS.  Descriptive headings contained in this Agreement
     are for convenience only and shall not control or affect the
     meaning or construction of any provisions hereof.
     
         e.   COUNTERPARTS.  This Agreement may be executed in any number
     of counterparts, each of which shall constitute together but one
     and the same instrument.

         f.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Warranties and
     representations contained herein shall survive the sale of the
     Shares.
     
         g.   GOVERNING LAW; VENUE.  The validity, construction and
     enforcement of this Agreement shall be governed in all respect by
     the laws of the State of Texas without reference to applicable
     conflict of law provisions.  Venue for any action brought with
     respect to this Agreement shall be solely in Dallas County,
     Texas.
     
          h.   GENDER.  Pronouns in masculine gender shall be construed to
     include any other gender, unless the context otherwise requires.
     
          i.   SIMULTANEOUS CLOSING. The transactions contemplated by this
     Agreement shall occur and shall be deemed to occur simultaneously
     with the closing of the transactions contemplated by that certain
     Stock Purchase Agreement, dated of even date herewith by and
     between Edward B. Brooks, Jr., (a.k.a. E. B. Brooks, Jr.),
     Charles V. W. Brooks, Carol Brady, Rebecca B. Feldt, and Debra
     Brooks Garrett  (the "Brooks Family Stock Purchase Agreement"),
     and no transaction hereunder shall be completed or be deemed be
     completed and no document hereunder shall be delivered or be
     deemed to be delivered until all transactions hereunder and under
     the Brooks Family Stock Purchase Agreement have been completed
     and all documents hereunder and thereunder have been delivered.
     
                              
                              SELLERS:
                              
                              
Address:                      ________________________________
4649-49 Street                C. J. CLOAREC
Camrose                       (a.k.a. C. J. CLOARAC)
Alberta, Canada T4V1N1        (Shares Sold: 18,750;
                              Purchase Price Received: $1,875.00)
                                
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<PAGE>

Address:                      __________________________________
4649-49 Street                C. J. CLOAREC
Camrose                       President of CAMROSE OPTICAL CO.
Alberta, Canada T4V1N1        (Shares Sold: 143,075;
                              Purchase Price Received:
                              $14,307.50)


                              PURCHASERS:
                              
                              
Address:                      __________________________________
4625 Greenville Ave.          H. WAYNE GIFFORD
Suite 202                     (Shares Purchased: 7,527;
Dallas, TX  75206             Purchase Price Paid: $752.67)


Address:                      __________________________________
3500 Oak Lawn Ave.            CHARLES B. HUMPHREY
Suite 590, LB 49              (Shares Purchased: 47,042;
Dallas, TX  75219             Purchase Price Paid: $4,704.22)


Address:                      __________________________________
3506 Grenada                  JOHNATHAN M. HILL
Dallas, TX  75205             (Shares Purchased: 47,042;
                              Purchase Price Paid: $4,704.22)


Address:                      __________________________________
4625 Greenville Ave.          FRED OLIVER
Suite 205                     (Shares Purchased: 11,290;
Dallas, TX  75206             Purchase Price Paid: $1,129.00)


Address:                      __________________________________
4625 Greenville Ave.          DAVID TYRRELL
Suite 203                     (Shares Purchased: 3,763;
Dallas, TX  75206             Purchase Price Paid: $376.34)


Address:                      __________________________________
3500 Oak Lawn Ave.            HUMPHREY CHILDREN'S TRUST
Suite 590, LB 49              Sheila Irons, Trustee
Dallas, TX  75219             (Shares Purchased: 9,408;
                              Purchase Price Paid: $940.84)

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<PAGE>

Address:                      __________________________________
2212 Salem                    SHEILA IRONS
Carrollton, Texas  75006      (Shares Purchased: 3,763;
                              Purchase Price Paid: $376.34)


Address:                      __________________________________
2005 Faulkner Drive           KATHERINE R. MURPHY
Rowlett, Texas  75088         (Shares Purchased: 3,763;
                              Purchase Price Paid: $376.34)


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