EXHIBIT 2.1
                                
                                
                    STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement"), made and
entered into as of this 19th day of January, 1999, by and between
Edward B. Brooks, Jr. (a.k.a. E. B. Brooks, Jr.), a resident of
Dallas, Texas; Charles V. W. Brooks, a resident of The Woodlands,
Texas; Carol Brady, a resident of Dallas, Texas; Rebecca B.
Feldt, a resident of Dallas, Texas; and Debra Brooks Garrett, a
resident of Dallas, Texas; (collectively, 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
2,973,000 shares, or 70.050847%, 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 Two
Million Nine Hundred Seventy-three Thousand (2,973,000) shares,
or 70.050847%, of the issued and outstanding common stock of the
Company (the "Shares") at the agreed aggregate purchase price of
Three Hundred Fifteen Thousand Two Hundred Twenty-nine Dollars
and Eighty-three Cents ($315,229.83), or $ .1060 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 Three Hundred Fifteen Thousand Two
Hundred Twenty-nine Dollars and Eighty-three Cents ($315,229.83)
in the form of separate checks. The respective number of Shares
to be purchased and delivered to each Purchaser and the
respective portion of

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the aggregate purchase price to be paid by each Purchaser are set
forth on the signature pages hereto.

     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.
     
          e.   CAPITALIZATION. As of the date hereof, the authorized
     capital stock of the Company consists of 6,000,000 shares of
     common stock, with no par value, of which 4,244,060 shares of
     common stock are issued and outstanding.  The stated value for
     all outstanding shares is $150,000. The Company does not have any
     form of shareholder rights or "poison pill" plan in effect.
     
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          f.   SEC DOCUMENTS. None of the filings made by the Company with
     the Securities and Exchange Commission ("SEC") between December
     31, 1997 and the date hereof (collectively, the "SEC Documents")
     contains any untrue statement of a material fact or omits to
     state a material fact necessary to make the statements contained
     therein not misleading.  The SEC Documents constitute all of the
     documents that the Company was required by applicable securities
     laws and regulations to file with the SEC since December 31,
     1997.  The financial statements of the Company included in the
     SEC Documents were prepared in accordance with generally accepted
     accounting principles ("GAAP") and fairly present, in all
     material respects in accordance with GAAP, the financial
     condition and results of operations and changes in financial
     position as of the dates thereof.
     
          g.   NO MATERIAL CHANGES. Except as disclosed in any SEC
     Document, since December 31, 1997 there has not been any material
     adverse change in the condition (financial or otherwise),
     earnings, assets, liabilities (contingent or otherwise),
     properties, business or operations of the Company.
     
          h.   REPRESENTATIONS OF PURCHASERS.  Each Purchaser hereby,
     jointly and severally, represents that he is acquiring the Shares
     for investment and not with a view to distribution or resale, and
     none of the Shares received by Purchasers will be sold or
     transferred unless (i) such sale is registered in accordance with
     the Securities Act of 1933, as amended (the "Act"), and
     applicable state securities laws or (ii) the Company receives an
     opinion of or satisfactory to counsel for the Company that
     registration under the Act and such securities laws is not
     required.
     
     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
     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.
     
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          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.
     
                              
                              SELLERS:
                              
                              
Address:                      ______________________________
5646 Milton                   EDWARD B. BROOKS, JR.
228 Meadows Bldg.             (a.k.a. E. B. BROOKS, JR.)
Dallas, Texas  75206          (Shares Sold: 1,910,000;
                              Purchase Price Received:
                              $202,518.99)


Address:                      ______________________________
2829 South Log Run Circle     CHARLES V. W. BROOKS
The Woodlands, Texas  77380   (Shares Sold: 10,000;
                              Purchase Price Received: $1,060.31)


Address:                      ______________________________
c/o Ted Brooks, Jr.           CAROL BRADY
5646 Milton                   (Shares Sold: 351,000;
228 Meadows Bldg.             Purchase Price Received: 37,216.84)
Dallas, Texas  75206


Address:                      _______________________________
c/o Ted Brooks, Jr.           REBECCA B. FELDT
5646 Milton                   (Shares Sold: 351,000;
228 Meadows Bldg.             Purchase Price Received: 37,216.84)
Dallas, Texas  75206

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Address:                      ________________________________
c/o Ted Brooks, Jr.           DEBRA BROOKS GARRETT
5646 Milton                   (Shares Sold: 351,000;
228 Meadows Bldg.             Purchase Price Received:
                              $37,216.84)
Dallas, Texas  75206

                              PURCHASERS:
                              
                              
Address:                      _________________________________
4625 Greenville Ave.          H. WAYNE GIFFORD
Suite 202                     (Shares Purchased: 156,474;
Dallas, TX  75206             Purchase Price Paid: $16,591.04)



Address:                      _________________________________
3500 Oak Lawn Ave.            CHARLES B. HUMPHREY
Suite 590, LB 49              (Shares Purchased: 977,961;
Dallas, TX  75219             Purchase Price Paid: $103,694.03)



Address:                      _________________________________
3506 Grenada                  JOHNATHAN M. HILL
Dallas, TX  75205             (Shares Purchased: 977,961;
                              Purchase Price Paid: $103,694.03)



Address:                      _________________________________
4625 Greenville Ave.          FRED OLIVER
Suite 205                     (Shares Purchased: 234,711;
Dallas, TX  75206             Purchase Price Paid: $24,886.57)



Address:                      _________________________________
4625 Greenville Ave.          DAVID TYRRELL
Suite 203                     (Shares Purchased: 195,592;
Dallas, TX  75206             Purchase Price Paid: $20,738.80)

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Address:                      _________________________________
6440 N. Central Exp.          CLAY MOORE
Suite 620                     (Shares Purchased: 78,237;
Dallas, TX  75206             Purchase Price Paid: $8,295.52)



Address:                      _________________________________
3500 Oak Lawn Ave.            HUMPHREY CHILDREN'S TRUST
Suite 590, LB 49              Sheila Irons, Trustee
Dallas, TX  75219             (Shares Purchased: 195,592;
                              Purchase Price Paid: $20,738.80)


Address:                      _________________________________
2212 Salem                    SHEILA IRONS
Carrollton, Texas  75006      (Shares Purchased: 78,237;
                              Purchase Price Paid: $8,295.52)


Address:                      _________________________________
2005 Faulkner Drive           KATHERINE R. MURPHY
Rowlett, Texas  75088         (Shares Purchased: 78,237;
                              Purchase Price Paid: $8,295.52)

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