Exhibit 10.6


                     REGULATION "S" STOCK PURCHASE AGREEMENT


     This Stock Purchase  Agreement is made this 28th day of November,  1996, by
and between Stonehill Investments,  Ltd., a corporation organized under the laws
of Ireland ("BUYER"), and Xplorer, S.A., a Nevada corporation ("COMPANY").

     WHEREAS,  the  COMPANY  desires to sell SEVEN  HUNDRED  AND FIFTY  THOUSAND
(750,000) SHARES of the COMPANY'S Common Stock ("SHARES") pursuant to Regulation
"S" as promulgated  under the United States ("U.S.")  Securities Act of 1933, as
amended (the "1933 Act"),  at a value of U.S. Four Dollars  (US$4.00) per share,
and

     WHEREAS,  the BUYER  desires to  purchase  the Shares  from the  COMPANY in
exchange for 60,000 Units of Beneficial  Interests ("UBI's") of Atlantic Pacific
Trust  valued  in  excess  of  US$3,000,000  in  accordance  with the  terms and
conditions of this Agreement, and

     WHEREAS, the COMPANY desires to facilitate the purchase and
sale of the SHARES provided for herein;

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements of the parties contained herein, the parties, intending to be legally
bound hereby, agree as follows:

     1.    SALE OF SHARES. The COMPANY shall sell and deliver to the BUYER and
the BUYER shall purchase and receive,  at the Purchase Price,  SEVEN HUNDRED AND
FIFTY THOUSAND  (750,000)  SHARES of the COMPANY'S Common Stock at such Purchase
Price as set forth herein.

     2.    CLOSING DATE. This transaction shall be, closed pursuant to the terms
and  conditions  hereon  within  thirty  (30) days after the  execution  of this
Agreement  at 5:00 P.M.  (local  time) at the  offices  of the  COMPANY,  or its
designee.  The Date of  Execution  of this  transaction  is  herein  called  the
"Closing  Date." The  actions  outlined in Section 3, which are to take place on
the Closing Date, are herein called the "Closing."

     3.    CLOSING. At Closing, the parties shall take the following actions:

           3.1   TRANSFER OF SHARES. The Company shall sell,  transfer,  assign,
and  deliver  to the  BUYER,  the  SHARES,  all of  which  shall be  issued  and
outstanding as of the Closing Date, upon the terms and subject to the conditions
set forth in this  Agreement.  The COMPANY shall deliver to the BUYER,  free and
clear of all claims and  encumbrances,  certificate(s)  for the SHARES which the
COMPANY is selling,  without a restrictive legend of any kind, registered in the
name of the BUYER or, if not so  registered,  then to its assignee,  designee or
nominee,  so long as such assignee,  designee or nominee is not a U.S. person as
defined by Regulation "S" under the Act.

           3.2   TRANSFER  AGENT  INSTRUCTIONS.  The COMPANY  will  instruct its
transfer agent to issue one or more share  certificates  representing the SHARES


                                                                    Exhibit 10.6
<PAGE>


pursuant to this Agreement without  restrictive  legend in the name of Stonehill
Investments,  Ltd. or its non U.S.A. resident assignee, designee or nominee. The
BUYER  agrees and  acknowledges  that the  COMPANY  shall  issue  stop  transfer
instructions  to its  transfer  agent  prohibiting  the  transfer  of the SHARES
delivered  under this  Agreement  for a period of forty (40) calendar days after
the Closing Date.

           3.3   PURCHASE  PRICE.  The  Purchase  Price  shall be 60,000  UBI's,
properly endorsed, transferred and delivered to SELLER at the Closing.

           3.4   The BUYER may purchase all or part of the, 750,000 shares prior
to the Closing  Date.  Upon the receipt of properly  endorsed  UBI's the Company
will  instruct the  transfer  agent to issue the stock that has been paid for to
BUYER or a nominee.  It is understood  that the Forty (40) Calendar Days holding
period  shall  commence  after  the  Closing  Date as more  fully  set  forth in
paragraph 4(e).

     4.    SECURITIES ACT OF 1933 AND HOLDING  PERIOD. The  BUYER covenants  and
agrees as follows:

           a) The BUYER  understands  that the SHARES acquired  pursuant to this
           Agreement  have  not  been  registered  under  the  1933 Act with the
           Securities  and Exchange  Commission  in reliance  upon the exemption
           from such registration  requirements afforded by Regulation "S" under
           the 1933 Act,  governing the offer and sale of securities  that occur
           outside the U.S., nor with any state securities commission.

           b) The BUYER hereby represents and warrants that: it is a corporation
           organized  and  subject  to the  jurisdiction  of  Ireland  and whose
           principal address is Rue des Bains 35, 205 Geneve, Switzerland and it
           is not a U.S. person, within the meaning of Rule 902(o) of Regulation
           "S."

           c) The BUYER hereby represents and warrants that it is the sole owner
           of the 60,000 UBI's to be  transferred to the COMPANY and that it has
           the power and  authority to transfer  such UBI's  without any further
           corporate  or  government  consent or  approval.  Furthermore,  BUYER
           represents that there are no liens or obligations  against such UBI's
           and that they are free and clear of any liabilities.

           d) The BUYER agrees that the SHARES acquired by the BUYER pursuant to
           this  Agreement  shall  not  be  voluntarily  sold,   transferred  or
           otherwise  disposed  of for a minimum  period of FORTY (40)  CALENDAR
           DAYS from the Closing Date.

           e) In connection  with the  transaction  which is the subject of this
           Agreement,  BUYER  acknowledges  that offers  respecting  the sale of
           Common Stock  directed to it by the COMPANY were received  outside of
           the U.S.  and that BUYER did not engage in or direct any  unsolicited
           offers to buy SHARES of Common Stock of the COMPANY into the U.S.


                                                                    Exhibit 10.6

<PAGE>


           f) The  BUYER  understands  that any  disposition  of the  SHARES  in
           violation of this  Agreement,  as well as Section  4.1,  4.3, or this
           Section 4.4,  shall be null and void. No transfer of the SHARES shall
           be made  by the  COMPANY'S  registrar  or  transfer  agent  upon  the
           COMPANY'S  stock  transfer  books or  records  unless  there has been
           compliance with the terms of this Agreement.  The COMPANY shall issue
           stop transfer  instructions to its registrar or transfer agent to the
           effect  that the  certificate(s)  evidencing  the  SHARES  may not be
           transferred  for a period  of FORTY  (40)  CALENDAR  DAYS  after  the
           Closing Date and shall be transferred  immediately  thereafter except
           as provided in 3.1 hereof.

           g) BUYER agrees that any  disposition of the SHARES in the U.S. shall
           be in  conformity  with  Regulation  "S"  pursuant  to an  opinion of
           counsel  for the holder of such  SHARES,  that such SHARES are exempt
           from  registration  under  the  1933 Act and  such  opinion  shall be
           acceptable to COMPANY.

     5.    CONDITIONS  OF  BUYER'S  AND  COMPANY'S  OBLIGATIONS  TO  CLOSE.  The
following  shall be conditions  of the BUYER'S and the  COMPANY'S  obligation to
close hereunder,  which either the BUYER or the COMPANY,  in the sole discretion
of each, may waive in whole or in part:

           5.1   REPRESENTATIONS  AND  WARRANTIES  OF THE BUYER AND THE COMPANY.
Representations  and  Warranties  made by the BUYER,  and the  Company,  in this
Agreement shall be true and correct as of the Closing Date.

           5.2   NO DEFAULT - COVENANTS  AND  AGREEMENTS.  Neither the BUYER nor
the COMPANY shall be in material  default with respect to any  obligation  under
this  Agreement and both shall have  performed or complied  with all  covenants,
agreements  and conditions to be performed or complied with prior to, or at, the
Closing.

     6.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The COMPANY represents
and warrants to the BUYER that the statements  contained in Sections 6.1 through
6.7 are true and correct on the date hereof.

           6.1   CORPORATE   STANDING.   The  COMPANY  is  a  corporation   duly
ORGANIZED, validly existing, and in good standing under the laws of the State of
Nevada and it has full power and  authority to enter into this  Agreement and to
carry out the transactions  contemplated  hereby.  The execution and delivery of
this Agreement by the COMPANY does not, and the consummation of the transactions
contemplated hereby will not, violate or result in a breach of any provisions of
COMPANY's Charter or Bylaws.

           6.2   CAPITAL STOCK. As of September 30, 1996, the authorized capital
stock of the COMPANY  consists of SIXTY  MILLION  (60,000,000)  SHARES of Common
Stock of par value $.001, of which amount FIFTEEN MILLION NINE HUNDRED AND FIFTY
FOUR THOUSAND  (15,954,000)  SHARES of Common Stock have been validly issued and
are outstanding,  fully paid and nonassessable and FIFTEEN MILLION  (15,000,000)
SHARES of Preferred  Stock, of which amount ONE MILLION FORTY THREE THOUSAND ONE
HUNDRED  (1,043,100) SHARES have been validly issued and are outstanding,  fully
paid and nonassessable.


                                                                    Exhibit 10.6
<PAGE>


           6.3   AUTHORITY.  The COMPANY has full power and  authority  to enter
into this  Agreement  and has taken all  action or will use its best  efforts to
take all action, corporate and otherwise,  necessary to authorize the execution,
delivery and performance of this Agreement,  the completion of the  transactions
contemplated  hereby and the  execution and delivery on behalf of the COMPANY of
any and all  Instruments  necessary or appropriate in order to effectuate  fully
the terms and  conditions  of this  Agreement.  Upon  delivery of the SHARES and
payment of the  purchase  price,  good and clear  title to the SHARES will pass,
free and clear of all restrictions on transfer,  liens,  encumbrances,  security
interest  and  claims  whatsoever,  to  the  BUYER,  subject,  however,  to  the
provisions of Sections 2, 3, and 4 inclusive.

No  consent  or  approval  of any  court,  governmental  agency or other  public
authority,  or of any other  person,  corporation  or entity  with any actual or
alleged  interest in the COMPANY is required as a condition  to (a) the validity
or  enforceability  of this Agreement or any other instruments to be executed by
the COMPANY to effectuate this  Agreement,  or (b) the completion or validity of
any of the transactions  contemplated by this Agreement. This Agreement has been
properly executed and delivered by the duly authorized  officers of the COMPANY,
and constitutes  the valid and legally  binding  agreement of the COMPANY and is
enforceable against the COMPANY in accordance with its terms.

           6.4   FINANCIAL STATEMENTS. The COMPANY furnished, or made available,
to the BUYER  financial  statements  contained in the  COMPANY'S  Form 8-K dated
August 5, 1996  ("Financial  Statements").  There has been no  material  adverse
change in,  material loss or destruction of, or material amount of damage to the
financial condition or business of the COMPANY since the filing of the Form 8-K,
whether or not arising from transactions in the ordinary course of business. The
regular  books of  account of the  COMPANY  fairly and  accurately  reflect  all
transactions  since the filing of the Form 8-K, are true,  correct and complete,
and are maintained and kept in accordance  with  generally  accepted  accounting
principles  consistently  applied.  The COMPANY does not have any liabilities or
obligations,  whether accrued,  absolute,  contingent or otherwise,  which would
materially and adversely  affect the condition  (financial and otherwise) of the
COMPANY,  except and to the extent  reflected or reserved against in the balance
sheets included in the Financial  Statements.  No dividends are due or unpaid by
the COMPANY.

           6.5   TAXES.  The COMPANY knows of no outstanding  claims against the
COMPANY for taxes which constitute a lien on the SHARES being sold hereunder.

           6.6   ADVERSE  CIRCUMSTANCES.  To the best  knowledge of the COMPANY,
there are no facts, developments or circumstances,  existing or threatened, of a
special  or  unusual  nature  that  may be  materially  adverse  to the  assets,
business, financial condition or future prospects of the COMPANY.

           6.7   LIABILITIES. The COMPANY does not have any material liabilities
of any nature, whether accrued, absolute, contingent or otherwise,  existing, or
which may  hereafter  arise out of any  transaction  entered  into  prior to the
Closing  Date or out of any act or failure to act on the part of the  COMPANY or
ARC or any of its employees or agents prior to the Closing  Date,  except (i) as
and to the  extent  and in the  amounts  reflected  or  reserved  against in the
Financial  Statements,  and (ii)  current  liabilities  incurred in the ordinary
course of business since its filing of the COMPANY'S Form 8-K.


                                                                    Exhibit 10.6
<PAGE>


     7.    COVENANTS AND AGREEMENTS OF THE BUYER. The BUYER hereby Covenants and
agrees as follows:

           a) IMPAIRMENT - REPRESENTATIONS  AND WARRANTIES.  The BUYER shall not
           take any action or fail to take any action, without the prior written
           approval   of  the   COMPANY,   which   would  or  might   cause  any
           representation  or warranty of the COMPANY made herein not to be true
           on the Closing Date, or impair the COMPANY'S ability to carry out its
           obligations under this agreement.

           b)  DUE  DILIGENCE.  The  BUYER,  or  its  agents,  have  had a  full
           opportunity  to  conduct  its  due  diligence  of  the  COMPANY,   in
           connection  with this  Agreement  to its complete  satisfaction.  The
           BUYER is familiar with the COMPANY, its financial condition, business
           and prospects, has been provided with such information concerning the
           COMPANY'S financial and other affairs as the BUYER deems necessary to
           enter into and perform this Agreement, has had sufficient opportunity
           to ask questions  and receive  answers to verify the accuracy of such
           information,  and is not in any way  relying  upon  any  information,
           representation  or warranty  (without  implying that the supplying of
           any such  information  or the  making of any such  representation  or
           warranty has occurred)  that the COMPANY or its officers,  directors,
           employees,  agents and  attorneys  have  provided,  or have failed to
           provide, to the BUYER in entering into or performing this Agreement.

           c) Buyer is not a U.S.  person as that term is defined in  Regulation
           "S" under the Act.

           d) At the time the buy order was  originated  BUYER was  outside  the
           United  States and is outside the United States as of the date of its
           execution and delivery of this Agreement.

           e) BUYER is  purchasing  the  SHARES for its own  account  and not on
           behalf of any U.S. persons; the sale has not been pre-arranged with a
           purchaser  in the United  States;  and all offers and  resales of the
           securities  shall only be made in compliance  with the  provisions of
           Regulation S.

           f) This  transaction  is  made in  compliance  with  all  laws of the
           country of Germany and the customary  practices and  documentation of
           such jurisdiction.

           g) BUYER  is not an  entity  organized  under  foreign  law by a U.S.
           person, as defined in Regulation "S," Rule 902(o), for the purpose of
           investing in unregistered securities,  unless the BUYER was organized
           and is owned by  accredited  investors.  as defined in  Regulation D,
           Rule 501(a), who are not natural persons, estates or trusts.

     8.    CONDITIONS OF THE COMPANY'S  OBLIGATION TO CLOSE.  The obligations of
the COMPANY to close this  transaction and transfer and deliver to the BUYER the
SHARES as set forth in  Section  4.1  hereof,  and to  perform  its  obligations
pursuant  to the terms and  conditions  of this  Agreement,  are  subject to the
fulfillment  as of  the  Closing  Date  of  each  of  the  following  conditions
precedent, any or all of which may be waived in writing by the COMPANY:


                                                                    Exhibit 10.6
<PAGE>

           a) PAYMENT OF  PURCHASING  PRICE.  The BUYER shall be ready,  willing
           and able to pay the  Purchase  Price;  provided,  however,  that this
           condition precedent shall not be interpreted to permit the COMPANY to
           refuse to perform its  obligations in accordance  with Sections 2 and
           3, except upon termination of this Agreement pursuant to Section II.

     9.    DELIVERY OF DOCUMENTS BY THE COMPANY. At the Closing, and in addition
to all other documents and instruments  which the COMPANY is required to deliver
pursuant to this Agreement, the COMPANY shall deliver to the BUYER the following
documents duly executed by the COMPANY or the directors,  officers, or employees
of or counsel to the COMPANY, or appropriate governmental officials, in form and
substance satisfactory to the BUYER and its counsel.

           a) GOOD STANDING CERTIFICATE. If requested by the BUYER a CERTIFICATE
           from the State of Nevada  dated not more than  THIRTY (30) DAYS prior
           to the Closing Date, as to the good standing of the COMPANY.

           b)  OTHER   DOCUMENTS.   Such  other   documents,   certificates  and
           instruments  relating  to  the  transactions   contemplated  by  this
           Agreement as the BUYER or its counsel may reasonably  request or deem
           necessary.

     10.   TERMINATION  OF  AGREEMENT.   This  Agreement  and  the   transaction
contemplated hereby may be terminated by the BUYER without liability of any kind
to the COMPANY by written  instrument  signed by the BUYER and  delivered at any
time on or prior to the Closing Date, giving notice of termination if:

           a) There has been a material  misrepresentation or material breach of
           warranty  on the  part of the  COMPANY,  in the  representations  and
           warranties set forth herein or in any certificate  delivered pursuant
           hereto,  or the COMPANY  shall have failed to perform or comply with,
           in any material respect,  any covenant,  agreement or condition to be
           performed  or  complied  with  prior  to, or at  Closing,  due to the
           nonfulfillment of any condition set forth herein;

           b)  In  the  reasonable   judgment  of  the  BUYER  the  transactions
           contemplated   by  this   Agreement   have  become   inadvisable   or
           impracticable by reason of (i) the enactment of new federal, state or
           local  legislation  since  the  date of this  Agreement,  or (ii) the
           announcement   of  the   institution  by  federal,   state  or  local
           authorities  of an  investigation  of or  litigation  or  proceedings
           against the COMPANY  which may have a material and adverse  effect on
           the Company or the  transactions  contemplated  hereby,  or (iii) the
           institution  since the date of this  Agreement  by any other  person,
           corporation  or entity of  litigation  or  proceedings  against or in
           regard to the COMPANY,  which may have a material and adverse  effect
           upon the  authority  or ability  of the  COMPANY  to  consummate  the
           transactions contemplated hereby; or

           c) The business,  assets, results of operations,  financial condition
           or  future  prospects  of the  COMPANY  have been  significantly  and


                                                                    Exhibit 10.6

<PAGE>

           adversely   affected  by  reason  of  changes  or   developments   in
           operations,  other than in the ordinary course of business, since the
           filing of the COMPANY'S most recent Form 8-K.

     11.   EFFECT OF  TERMINATION.  In the event  that this  Agreement  shall be
terminated in accordance with the provisions of the Agreement,  then all further
obligations,  if any, of the BUYER to the  COMPANY  under this  Agreement  shall
terminate without further liability.

     12.   EXPENSES. All legal,  accounting and other costs and fees incurred by
the BUYER, or the COMPANY,  in connection with the transactions  contemplated by
this Agreement shall be borne and paid for by the party incurring same.

     13.   MISCELLANEOUS PROVISIONS.

           13.1  SURVIVAL OF  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  The
respective  representations,  warranties,  covenants and agreements made in this
Agreement  by  the  BUYER  or  the  COMPANY,  shall  survive  the  Closing.  The
representations  and warranties of each contained  herein or in any certificates
delivered pursuant hereto shall not he deemed to be waived or otherwise affected
by an  investigation  or audit made by any other,  or by any action taken by any
other, at the request of any other hereto.

           13.2  ASSIGNMENT.  This  Agreement  and all  rights  and  obligations
hereunder  may not be  assigned by the BUYER,  in whole or in part,  without the
prior knowledge, and/or written consent of the COMPANY.

           13.3  NOTICES. Any notice, request,  instruction or other document or
communication  required or permitted to be given upon delivery in person or upon
being  deposited  in the mail,  postage  prepaid,  for mailing by  certified  or
registered mail as follows:

If to the COMPANY, delivered or mailed to:

            Xplorer, S.A.

            4750 Kelso Creek Road
            Weldon, California 93283
            Attention:  Thomas C. Roddy, P.E., President

If to the BUYER, delivered or mailed to:

            Stonehill Investments, Ltd.
            Rue des Bains 35
            205 Geneva, Switzerland

           13.4  SECTION HEADINGS. Section headings are for convenience only and
shall not limit or otherwise affect any of the provisions of this Agreement.

           13.5  ENTIRE  AGREEMENT.  This  Agreement  and any  Exhibits  thereto
constitute  the entire  agreement and  understanding  of the parties hereto with
respect to the matters herein set forth,  and all prior  negotiations,  writings
and  understands  relating to the subject  matter of this  Agreement  are merged
herein and are superseded and canceled by this Agreement.


                                                                    Exhibit 10.6
<PAGE>


           13.6  WAIVERS -  AMENDMENTS.  Any of the terms or  conditions of this
Agreement  may be waived,  but only in writing by the party which is entitled to
the benefit thereof,  and this Agreement may be amended, or modified in whole or
in part,  only by an agreement  in writing,  executed by all the parties to this
Agreement.

           13.7  LITIGATION.  If, for any reason,  it becomes  necessary for the
BUYER, its assignees, nominees or transferees, including any and all third party
beneficiaries,  the BUYER, its nominee, assignee or third party beneficiary,  to
enforce all, or any portion, of this Agreement through the courts,  arbitration,
or  litigation,  it shall be entitled to recover  reasonable  attorney  fees and
costs.

           13.8 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California  without regard to conflicts
of law.

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



BUYER:  STONEHILL INVESTMENTS, LTD.



/s/                                                Date: November 28, 1996
------------------------------------
By:



COMPANY:  XPLORER, S.A.


/s/ Thomas C. Roddy                                Date: November 28, 1996
------------------------------------
By: Thomas C. Roddy, P.E., President




                                                                    Exhibit 10.6