DISABILITIES ACCESS CONSULTING, INC.

                                AXIA GROUP, INC.

                            STOCK EXCHANGE AGREEMENT

      This Stock Exchange Agreement ("Agreement") is made as of the 18th day of
August, 2005, by and among Barbara A. Thorpe (the "Shareholder"), Jeffrey W.
Flannery ("Flannery") and Axia Group, Inc., a Nevada corporation (the
"Company").

                                    RECITALS

A.    The Company has authorized capital stock consisting of 5,000,000,000
      shares of common stock, $0.001 par value ("Common Stock"), of which
      approximately 238,215,561 shares are issued and outstanding, 5,000,000
      shares of Series A Preferred Stock, $0.001 par value ("Series A Preferred
      Stock") of which none are issued and outstanding, 12,000 shares of Series
      B Preferred Stock, $0.001 par value ("Series B Preferred Stock") of which
      none are issued and outstanding, 10,000,000 shares of Series C Preferred
      Stock, $0.001 par value ("Series C Preferred Stock") of which 150,000
      shares are issued and outstanding, 5,000,000 shares of Series D Preferred
      Stock, $0.001 par value ("Series D Preferred Stock") of which 5,000,000
      shares are issued and outstanding.

B.    The Shareholder owns 1,000 shares (the "DAC Shares") of common stock, no
      par value per share, of Disability Access Consultants, Inc, a California
      corporation ("DAC") which constitutes 100% of the issued and outstanding
      capital stock in DAC.

C.    The Company is a fully reporting shell company whose Common Stock trades
      on the OTC Bulletin Board (OTCBB:AXAI) with no current business, no
      pending litigation, no SEC compliance issues, and a debt schedule that is
      set forth in Exhibit A.

D.    The Shareholder and the Company desire to exchange the DAC Shares for
      2,000,000 shares of the Company's Series C Preferred Stock (the "Company
      Shares"), on the terms and subject to the conditions set forth herein.

                                    AGREEMENT

It is agreed as follows:

1.    EXCHANGE OF SHARES.

      1.1   Agreement to Exchange Securities. Subject to the terms and upon the
            conditions set forth herein, the Shareholder agrees to exchange,
            assign, transfer and deliver to the Company, and the Company agrees
            to acquire from the Shareholder, the DAC Shares, in exchange for the
            issuance of the Company Shares by the Company to the Shareholder.

      1.2   Tax Free Reorganization. The parties intend that the transaction
            under this Agreement qualify as a tax-free reorganization under
            Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
            amended.


                                       1
<PAGE>

2.    STRUCTURE OF DAC

      2.1   Subsidiary. After closing, DAC will be a wholly owned subsidiary of
            Company.

      2.2   Board of Directors. DAC will have the right to maintain its own
            Board of Directors.

      2.3   Representation. The Company will have the right to elect one member
            to the DAC Board of Directors. The parties agree to execute and
            deliver such other documents and instruments and take such other
            actions as the Company may reasonably request in order to effectuate
            the appointment of the Company's representative to the DAC board of
            directors.

3.    CLOSING(S).

      3.1   Date and Time. Subject to all of the terms and conditions set forth
            in this Agreement being satisfied, the closing of the exchange of
            Shares contemplated by this Agreement (the "Closing") shall take
            place at the offices of the Shareholder's counsel or at such other
            place as the Shareholder and the Company shall agree in writing
            concurrently with the execution of this Agreement (the "Closing
            Date").

      3.2   Deliveries by Company. The Company shall deliver the following to
            the Shareholder:

            3.2.1 An original certificate evidencing the Company Shares, in form
                  and substance satisfactory to the Shareholder, in order to
                  effectively vest in the Shareholder all right, title and
                  interest in and to the Company Shares.

            3.2.2 Resolutions of the board of directors appointing Barbara A.
                  Thorpe as Chief Operating Officer of the Company, subject to
                  the execution of an employment agreement as described in
                  Section 6.4.

                  From time to time after the Closing Date, and without further
                  consideration, the Company will execute and deliver such other
                  instruments and take such other actions as the Shareholder may
                  reasonably request in order to facilitate the issuance to her
                  of the Company Shares.

      3.3   Deliveries by Shareholder. At the Closing, the Shareholder will
            deliver the following to the Company:

            3.3.1 The original certificate evidencing the DAC Shares along with
                  executed stock powers, in form and substance satisfactory to
                  the Company, for purposes of assigning and transferring all of
                  her right, title and interest in and to the DAC Shares.

            3.3.2 The complete original articles of incorporation, bylaws,
                  minutes, and other corporate books and records, all as amended
                  to date, of DAC.


                                       2
<PAGE>

                  From time to time after the Closing Date, and without further
                  consideration, the Shareholder will execute and deliver such
                  other instruments of transfer and take such other actions as
                  the Company may reasonably request in order to facilitate the
                  transfer to the Company of the securities intended to be
                  transferred hereunder.

4.    REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.

      As a material inducement to the Company to enter into this Agreement and
      to purchase the Shares, the Shareholder represents and warrants that the
      following statements are true and correct in all material respects as of
      the date hereof and will be true and correct in all material respects at
      Closing, except as expressly qualified or modified herein.

      4.1   Organization and Good Standing. DAC is a corporation duly organized,
            validly existing, and in good standing under the laws of the State
            of California and has full corporate power and authority to enter
            into and perform its obligations under this Agreement, and to own
            its properties and to carry on its business as presently conducted
            and as proposed to be conducted. DAC is duly qualified to do
            business as a foreign corporation in every jurisdiction in which the
            failure to so qualify would have a material adverse effect upon DAC.

      4.2   Validity of Transactions. This Agreement, and each document executed
            and delivered by the Shareholder in connection with the transactions
            contemplated by this Agreement, have been duly authorized, executed
            and delivered by the Shareholder and is each the valid and legally
            binding obligation of the Shareholder, enforceable in accordance
            with its terms, except as limited by applicable bankruptcy,
            insolvency reorganization and moratorium laws and other laws
            affecting enforcement of creditor's rights generally and by general
            principles of equity.

      4.3   Valid Issuance of Shares. The DAC Shares that are being exchanged
            with the Company hereunder are duly and validly issued, fully paid
            and nonassessable and free of restrictions on transfer, other than
            restrictions on transfer under this Agreement and under applicable
            federal and state securities laws, will be free of all other liens
            and adverse claims.

      4.4   Title to Shares. The Shareholder is the sole record and beneficial
            owner of the DAC Shares, free and clear of all liens, encumbrances,
            equities, assessments and claims, and, upon delivery of the DAC
            Shares by the Shareholder, the Shareholder will transfer to the
            Company valid legal title to the DAC Shares, free and clear of all
            liens, encumbrances, equities, assessments and claims.

      4.5   No Violation. The execution, delivery and performance of this
            Agreement will not violate any law or any order of any court or
            government agency applicable to DAC, as the case may be, or the
            Articles of Incorporation or Bylaws of DAC, and will not result in
            any breach of or default under, or, except as expressly provided
            herein, result in the creation of any encumbrance upon any of the
            assets of DAC pursuant to the terms of any agreement or instrument
            by which DAC or any of its assets may be bound. No approval of or
            filing with any governmental authority is required for DAC to enter
            into, execute or perform this Agreement.


                                       3
<PAGE>

      4.6   Tax Returns and Financial Statements. DAC has delivered or made
            available to the Company accurate and complete copies (excluding
            copies of exhibits) of each tax returns for years of 2002, 2003 and
            2004 and unaudited financial statements as of June 2005. The
            information in the reports and returns, taken as a whole, was true
            and correct in all material respects as of the filing date and did
            not contain any untrue statement of a material fact or omit to state
            a material fact necessary in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading.

      4.7   Receipt and Review of SEC Reports. Shareholder represents that she
            has received and reviewed each report, registration statement and
            definitive proxy statement filed by the Company with the United
            States Securities and Exchange Commission ("SEC") since January 1,
            2002 (collectively, with all information incorporated by reference
            therein or deemed to be incorporated by reference therein, the "SEC
            Reports") and have been given full and complete access to the
            Company for the purpose of obtaining such information as the
            Shareholder or its qualified representative have reasonably
            requested in connection with the decision to exchange the DAC Shares
            for the Company Shares. The Shareholder represents that she has been
            afforded the opportunity to ask questions of the officers of the
            Company regarding its business prospects and the Company Shares, all
            as the Shareholder or its qualified representative have found
            necessary to make an informed investment decision to exchange the
            DAC Shares for the Company Shares.

      4.8   Restricted Securities. The Shareholder has been advised that the
            Company Shares have not been registered under the Securities Act or
            any other applicable securities laws and that the Company Shares are
            being offered and sold pursuant to Section 4(2) of the Securities
            Act, and that the Company's reliance upon Section 4(2) is predicated
            in part on the Shareholder's representations as contained herein.

            4.8.1 The Shareholder is an "accredited investor" as defined under
                  Rule 501 under the Securities Act.

            4.8.2 The Shareholder acknowledges that the Company Shares have not
                  been registered under the Securities Act or the securities
                  laws of any state and are being offered, and will be sold,
                  pursuant to applicable exemptions from such registration for
                  nonpublic offerings and will be sold as "restricted
                  securities" as defined by Rule 144 promulgated pursuant to the
                  Securities Act. The Company Shares may not be resold in the
                  absence of an effective registration thereof under the
                  Securities Act and applicable state securities laws unless, in
                  the opinion of the Company's counsel, an applicable exemption
                  from registration is available.

            4.8.3 The Shareholder is acquiring the Company Shares for its own
                  account, for investment purposes only and not with a view to,
                  or for sale in connection with, a distribution, as that term
                  is used in Section 2(11) of the Securities Act, in a manner
                  which would require registration under the Securities Act or
                  any state securities laws.

            4.8.4 The Shareholder understands and acknowledges that the Company
                  Shares will bear the following legend:


                                       4
<PAGE>

                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR
                  VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF
                  UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF
                  ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL
                  ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
                  REQUIRED UNDER SUCH ACT OR ACTS.

            4.8.5 The Shareholder acknowledges that an investment in the Company
                  Shares is not liquid and is transferable only under limited
                  conditions. The Shareholder acknowledges that such securities
                  must be held indefinitely unless they are subsequently
                  registered under the Securities Act or an exemption from such
                  registration is available. The Shareholder is aware of the
                  provisions of Rule 144 promulgated under the Securities Act,
                  which permits limited resale of securities purchased in a
                  private placement subject to the satisfaction of certain
                  conditions and that such Rule is not now available and, in the
                  future, may not become available for resale of the Company
                  Shares.

      4.9   Shareholder Sophistication and Ability to Bear Risk of Loss. The
            Shareholder acknowledges that she is able to protect her interests
            in connection with the acquisition of the Company Shares and can
            bear the economic risk of investment in such securities without
            producing a material adverse change in her financial condition. The
            Shareholder otherwise has such knowledge and experience in financial
            or business matters that she is capable of evaluating the merits and
            risks of the investment in the Company Shares.

      4.10  Purchases by Groups. The Shareholder represents, warrants, and
            covenants that she is not acquiring the Company Shares as part of a
            group within the meaning of Section 13(d)(3) of the Securities
            Exchange Act of 1934, as amended.

      4.11  Qualifications, Legal and Investment. All authorizations, approvals,
            or permits, if any, of any governmental authority or regulatory body
            of the United States including "blue sky" filings in any state that
            are required in connection with the lawful sale of the Shares
            pursuant to this Agreement have been or will be, on a timely basis,
            duly obtained and are effective. No stop order or other order
            enjoining the sale of the Shares have been issued and no proceedings
            for such purpose are pending or, to the knowledge of the
            Shareholder, threatened by the SEC, or any commissioner of
            corporations or similar officer of any state having jurisdiction
            over this transaction. The sale of the Shares is legally permitted
            by all laws and regulations to which DAC, the Shareholder, and the
            Company are subject.

5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company hereby represents, warrants, and covenants with the
      Shareholder as follows:


                                       5
<PAGE>

      5.1   Organization and Good Standing. The Company is a corporation duly
            organized, validly existing, and in good standing under the laws of
            the State of Nevada and has full corporate power and authority to
            enter into and perform its obligations under this Agreement.

      5.2   Legal Power. The Company has the requisite power to enter into this
            Agreement, to purchase the Shares hereunder, and to carry out and
            perform its obligations under the terms of this Agreement.

      5.3   Due Execution. This Agreement has been duly executed and delivered
            by Company, and, upon due execution and delivery by the Shareholder,
            this Agreement will be a valid and binding agreement of the Company.

      5.4   SEC Reports and Financial Statements.

            5.4.1 The Company has delivered or made available to the Shareholder
                  accurate and complete copies (excluding copies of exhibits) of
                  the SEC Reports. All statements, reports, schedules, forms and
                  other documents required to have been filed by the Company
                  with the SEC have been so filed on a timely basis, except as
                  indicated in such SEC Reports. As of the time it was filed
                  with the SEC (or, if amended or superseded by a filing prior
                  to the date of this Agreement, then on the date of such
                  filing): (i) each of the SEC Reports complied in all material
                  respects with the applicable requirements of the Securities
                  Act of 1933, as amended, or the Securities Exchange Act of
                  1934, as amended; and (ii) none of the SEC Reports contained
                  any untrue statement of a material fact or omitted to state a
                  material fact required to be stated therein or necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading.

            5.4.2 Except for the pro forma financial statements, the
                  consolidated financial statements contained in the SEC
                  Reports: (i) complied as to form in all material respects with
                  the published rules and regulations of the SEC applicable
                  thereto; (ii) were prepared in accordance with GAAP applied on
                  a consistent basis throughout the periods covered (except as
                  may be indicated in the notes to such financial statements
                  and, in the case of unaudited statements, as permitted by Form
                  10-QSB of the SEC, and except that unaudited financial
                  statements may not contain footnotes and are subject to normal
                  and recurring year-end audit adjustments which will not,
                  individually or in the aggregate, be material in amount); and
                  (iii) fairly present, in all material respects, the
                  consolidated financial position of the Company and its
                  consolidated subsidiaries as of the respective dates thereof
                  and the consolidated results of operations of the Company and
                  its consolidated subsidiaries for the periods covered thereby.
                  All adjustments considered necessary for a fair presentation
                  of the financial statements have been included.

      5.5   Exempt Transaction. Assuming the accuracy of the representations and
            warranties of DAC set forth in Section 4 of this Agreement, the
            offer, sale and delivery of the Shares will constitute an exempted
            transaction under the Securities Act of 1933, as amended and now in
            effect ("Securities Act"), and registration of the Shares under the
            Securities Act is not required. The Company shall make such filings
            as may be necessary to comply with the Federal securities laws and
            the blue sky laws of any state, which filings will be made in a
            timely manner.


                                       6
<PAGE>

6.    COVENANTS.

      6.1   Further Assurances; Cooperation. Each party hereto will, before, at,
            and after the Closing, execute and deliver such instruments and take
            such other actions as the other party or parties, as the case may
            be, may reasonably require in order to carry out the intent of this
            Agreement. Without limiting the generality of the foregoing, at any
            time after the Closing, at the request of the Company or the
            Company, and without further consideration, the Shareholder (a) will
            execute and deliver such instruments of transfer, conveyance,
            assignment and confirmation and take such action as the Company or
            the Company may reasonably deem necessary or desirable in order to
            more effectively transfer, convey and assign to the Company, and to
            confirm the Company's title to, the Shares, and (b) will execute
            such documents as and take such action as the Company or the Company
            may reasonably deem necessary or desirable in order to prepare and
            file any future SEC Reports that the Company seeks to file with the
            Securities and Exchange Commission under the Securities Act of 1933,
            as amended, or the Securities Exchange Act of 1934, as amended.

      6.2   Covenants of the Shareholder. Until the conditions as set forth in
            this Agreement have been fulfilled, in particular sections 3.3, the
            Shareholder shall not directly or indirectly, offer, issue, sell,
            contract to sell (including, without limitation, any short sale),
            grant any option for the sale of, pledge, or otherwise dispose of or
            transfer any of the Company Shares.

      6.3   Covenants of the Company. Until the conditions as set forth in this
            Agreement have been fulfilled, in particular sections 3.2, the
            Company shall not do any of the following without the prior written
            consent of the Shareholder, and such action taken by the Company
            without the prior written consent of the Shareholder shall be void
            ab initio:

            6.3.1 Except as set forth in Section 6.5, amend any of the terms of
                  the Company's Series C Preferred Stock or Series D Preferred
                  Stock; or

            6.3.2 Issue any shares of any class or series of preferred stock of
                  the Company.

      6.4   Employment Agreement. As soon as practicable after the Closing Date,
            the Company and the Shareholder shall enter into an executive
            employment agreement to hire Barbara A. Thorpe as Chief Operating
            Officer of the Company, on terms and conditions to be determined in
            good faith between the Company and the Shareholder.

      6.5   Amendment to Certificate of Designation of Series C Preferred
            Shares. As soon as practicable after the Closing Date, the Company
            shall amend its Certificate of Designation for the Series C
            Preferred Stock, and the Shareholder shall consent to said
            amendment. The Series C Preferred Stock shall be amended to contain
            the following rights, preferences, and privileges:

            6.5.1 Voting Rights. No voting rights

            6.5.2 Conversion Rights. One (1) share of Series C Preferred Stock
                  may be converted to one dollar ($1.00) worth of Company Common
                  Stock based on the lowest average of three closing bid prices
                  of Common Stock twenty trading days prior to conversion date.
                  This shall be considered the Base Conversion Rate (Base).


                                       7
<PAGE>

            6.5.3 Modifications. The Conversion as set forth above may be
                  modified based on the performance of the Company following the
                  Exchange.

                  (a)   If the Company averages $1.25 million or more in Gross
                        Revenues during the fiscal years of 2006 and 2007, the
                        Conversion as set forth in Section 1.1.2 shall be
                        modified to equal the Base multiplied by 125%.

                  (b)   If the Company averages $1.50 million or more in Gross
                        Revenues during the fiscal years of 2006 and 2007, the
                        Conversion as set forth in Section 1.1.2 shall be
                        modified to equal the Base multiplied by 150%.

                  (c)   If the Company averages $1.75 million or more in Gross
                        Revenues during the fiscal years of 2006 and 2007, the
                        Conversion as set forth in Section 1.1.2 shall be
                        modified to equal the Base multiplied by 175%.

                  (d)   If the Company averages $2.0 million or more in Gross
                        Revenues during the fiscal years of 2006 and 2007, the
                        Conversion as set forth in Section 1.1.2 shall be
                        modified to equal the Base multiplied by 200%.

            6.5.4 Redemption Rights. None.

      6.6   Sale of Series D Preferred Stock. Upon the release of Flannery's
            shares of Series D Preferred Stock from a certain pledge agreement
            between Flannery and Richard D. Schmidt, Flannery shall agree to
            sell to the Shareholder 2,500,000 shares of Series D Preferred
            Stock, on terms and conditions to be determined in good faith
            between Flannery and the Shareholder and to be set forth in a
            separate stock purchase agreement between Flannery and the
            Shareholder.

7.    DEFAULT AND RESCISSION OF THE AGREEMENT.

      7.1   DAC will be considered in default of this Agreement if any of the
            following occur:

            7.1.1 DAC loses more than one half of its annual revenues during the
                  12 months following the transaction contemplated by this
                  agreement,

            7.1.2 DAC loses more than 50% of contracts or clients representing
                  more than 30% of its current business during the 12 months
                  following the transaction contemplated by this agreement.

            7.1.3 The Shareholder breaches her employment agreement executed
                  under Section 6.4.

            7.1.4 Either the Shareholder is not able to uphold the terms and
                  conditions of this Agreement.


                                       8
<PAGE>

      7.2   Company shall be considered in default of this Agreement if:

            7.2.1 A suitable funding program is not implemented within 90 days
                  of the Agreement.

            7.2.2 The Company is not able to maintain its SEC filings in a
                  timely fashion.

            7.2.3 The Company or Flannery is not able to uphold the terms and
                  conditions of this Agreement.

      7.3   If such a default should occur and no reasonable cure is offered by
            the defaulting party within a 90 day period, the terms, conditions
            and responsibilities within this Agreement shall be rescinded and
            shall be void ab initio, and both DAC and Company may return to
            their pre-acquisition status without further obligation to the
            other.

      7.4   If Company is in default and unable to cure such default, DAC shall
            not be under any obligation to repay funds received from Company if
            the Agreement is rescinded.

8.    MISCELLANEOUS.

      8.1   Governing Law. This Agreement shall be governed by and construed
            under the laws of the State of California. Each party hereby
            irrevocably submits to the exclusive jurisdiction of the state and
            federal courts sitting in the county of San Diego, State of
            California, for the adjudication of any dispute hereunder or in
            connection herewith or with any transaction contemplated hereby or
            discussed herein and hereby irrevocably waives, and agrees not to
            assert in any suit, action or proceeding, any claim that it is not
            personally subject to the jurisdiction of any such court, that such
            suit, action or proceeding is improper. Each party hereby
            irrevocably waives personal service of process and consents to
            process being served in any such suit, action or proceeding by
            mailing a copy thereof to such party at the address in effect for
            notices to it under this Note and agrees that such service shall
            constitute good and sufficient service of process and notice
            thereof. Nothing contained herein shall be deemed to limit in any
            way any right to serve process in any manner permitted by law.

      8.2   Successors and Assigns. Except as otherwise expressly provided
            herein, the provisions hereof shall inure to the benefit of, and be
            binding upon, the successors, assigns, heirs, executors, and
            administrators of the parties hereto.

      8.3   Entire Agreement. This Agreement and the Exhibits hereto and
            thereto, and the other documents delivered pursuant hereto and
            thereto, constitute the full and entire understanding and agreement
            among the parties with regard to the subjects hereof and no party
            shall be liable or bound to any other party in any manner by any
            representations, warranties, covenants, or agreements except as
            specifically set forth herein or therein. Nothing in this Agreement,
            express or implied, is intended to confer upon any party, other than
            the parties hereto and their respective successors and assigns, any
            rights, remedies, obligations, or liabilities under or by reason of
            this Agreement, except as expressly provided herein.


                                       9
<PAGE>

      8.4   Severability. In case any provision of this Agreement shall be
            invalid, illegal, or unenforceable, it shall to the extent
            practicable, be modified so as to make it valid, legal and
            enforceable and to retain as nearly as practicable the intent of the
            parties, and the validity, legality, and enforceability of the
            remaining provisions shall not in any way be affected or impaired
            thereby.

      8.5   Amendment and Waiver. Except as otherwise provided herein, any term
            of this Agreement may be amended, and the observance of any term of
            this Agreement may be waived (either generally or in a particular
            instance, either retroactively or prospectively, and either for a
            specified period of time or indefinitely), with the written consent
            of the Shareholder and the Company. Any amendment or waiver effected
            in accordance with this Section shall be binding upon each future
            holder of any security purchased under this Agreement (including
            securities into which such securities have been converted) and the
            Shareholder.

      8.6   Notices. All notices and other communications required or permitted
            hereunder shall be in writing and shall be effective when delivered
            personally, or sent by telex or telecopier (with receipt confirmed),
            provided that a copy is mailed by registered mail, return receipt
            requested, or when received by the addressee, if sent by Express
            Mail, Federal Express or other express delivery service (receipt
            requested) in each case to the appropriate address set forth below:

      If to the Shareholder:    Barbara A. Thorpe
                                2775 Feather River Blvd., Oroville, CA 95965
                                Tel: 530-533-3000  Fax: 530-533-3001

      If to the Company:        Axia Group, Inc.
                                5520 Wellesley St., Ste 109, La Mesa, CA 91942
                                Tel: 619-466-4928  Fax: 619-466-4730

      8.7   Titles and Subtitles. The titles of the paragraphs and subparagraphs
            of this Agreement are for convenience of reference only and are not
            to be considered in construing this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

SHAREHOLDER:    Barbara A. Thorpe

                /s/ Barbara A. Thorpe
                -------------------------


COMPANY:        Axia Group, Inc.

                /s/ Jeffrey Flannery
                -------------------------
                By: Jeffrey Flannery
                    President


FLANNERY:       JEFFREY FLANNERY

                /s/ Jeffrey Flannery
                -------------------------

                  (Signature Page to Stock Exchange Agreement)


                                       11