EXHIBIT 10.2








                      REGULATION S STOCK PURCHASE AGREEMENT

                             Dated December 20, 2001

                                       For

                      BEECHPORT CAPITAL, INC. COMMON STOCK





















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TABLE OF CONTENTS
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                                                                        PAGE


ARTICLE I.  PURCHASE, SALE AND TERMS OF SHARES.............................2
   1.1.    The Shares......................................................2
   1.2.    Payment of Purchase Price; Closing..............................2
   1.3.    Covenants of Best Efforts.......................................3
   1.4.    Representations by the Purchaser................................3
   1.5     Termination.....................................................6


ARTICLE II.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
   2.1.    Organization and Standing of the Company........................7
   2.2.    Corporate Action................................................7
   2.3.    Governmental Approvals..........................................8
   2.4.    Litigation......................................................8
   2.5.    Compliance with Other Instruments...............................8
   2.6.    Title to Assets; Intellectual Property Rights...................8
   2.7.    Taxes  9
   2.8.    Disclosure......................................................9
   2.9.    Brokers or Finders.............................................10
   2.10.   Capitalization; Status of Capital Stock........................10
   2.11.   SEC Reports............................................        10
   2.12.   Books and Records..............................................10
   2.13   Refusal of Registration ........................................11
   2.14.  Registration Rights.............................................11

   ARTICLE III.  MISCELLANEOUS
   3.1.    No Waiver; Cumulative Remedies.................................11
   3.2.    Amendments; Waivers and Consents...............................11
   3.3.    Addresses for Notices..........................................11
   3.4.    Costs; Expenses and Taxes......................................12
   3.5.    Effectiveness; Binding Effect; Assignment......................12
   3.6.    Survival of Representations and Warranties.....................12
   3.7.    Prior Agreements...............................................12
   3.8.    Severability...................................................12
   3.9.    Governing Law;Venue............................................12
   3.10.   Headings.......................................................13
   3.11.   Counterparts...................................................13
   3.12.   Further Assurances.............................................13







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Regulation  S Stock  Purchase  Agreement,  dated as of April  14,  2002  between
BEECHPORT CAPITAL INC., a Colorado corporation having offices at 132 South Third
Street,  Oakdale,  California 95361 USA (the "Company"),  and Starz  Investments
Limited,  a Belize  International  business company,  the registered  address of
which is 60 Market Square, PO Box 364, Belize City, Belize (the "Purchaser").


ARTICLE  I.

PURCHASE, SALE AND TERMS OF SHARES

         1.1. THE SHARES.  The Company agrees to issue and sell to the Purchaser
in an offshore transaction negotiated outside the U.S. and to be consummated and
closed outside the U.S. and, in  consideration  of and in express  reliance upon
the  representations,  warranties,  covenants,  terms  and  conditions  of  this
Agreement,  the  Purchaser  agrees to purchase  from the Company up to 5,000,000
shares (the  "Shares") of the  Company's  Common  Stock at a per share  purchase
price  which  shall be 35 % of the bid price of the  Company's  shares of Common
Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United
States  stock  exchange  or public  trading  market  on which the  shares of the
Company  trade if, at the time of  purchase,  they are not trading on the OTCBB)
for the five (5) consecutive  trading days  immediately  preceding the date (the
"Call  Date") the  purchase  order (the  "Purchase  Notice")  is received by the
Company (the  "Purchase  Price"),  provided that the Purchase Price shall not be
less than a minimum  Purchase  Price of no less than $.20 (the  "Floor  Price"),
calculated as 35% of the 5-consequtive trading day average closing bid price.

         1.1.1.  In the event that the 35% of the 5-day average  calculation  of
the Purchase Price is less than the Floor Price, this contract will be suspended
until this average reaches the Floor Price or higher.

         1.1.2.  The company has the right to remove or alter its Floor Price at
any time provided  that the Company  notifies the Purchaser in writing and sends
the  notice via  registered  post to the  Purchaser's  registered  address,  and
announces  the removal or amendment to the Floor Price at least 10 business days
prior to the effective date of the new terms of business.

         1.1.3.  The  Purchaser  has the right to continue or suspend the entire
contract  should the amended  Floor Price not be  considered  beneficial  to the
continuation  of the purchase of shares,  provided that all  obligations  of the
Company  and the  Purchaser  are  fulfilled  as  outlined in section 1.5 of this
Agreement.

         1.2. PAYMENT OF PURCHASE PRICE; CLOSING. The transaction will be closed
in London,  and the  Purchaser  will pay the purchase  price by wire transfer of
immediately  available  funds  within 5 business  days upon receipt of the share
certificate(s).

         1.3  COVENANT OF BEST  EFFORTS.  The  Purchaser  agrees to use its best
efforts to purchase the shares between now and February 28th, 2002.


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         1.4 REPRESENTATIONS BY THE PURCHASER. The Purchaser makes the following
representations and warranties to the Company:

                  (a)  ACCESS TO  INFORMATION.  The  Purchaser,  in  making  the
decision  to  purchase   the  Shares,   has  relied   solely  upon   independent
investigations  made by it and/or its  representatives,  if any.  The  Purchaser
and/or its representatives  during the course of this transaction,  and prior to
the  purchase of any Shares,  has had the  opportunity  to ask  questions of and
receive  answers from the  management  of the Company  concerning  the terms and
conditions  of  the  offering  of  the  Shares  and to  receive  any  additional
information,  documents,  records and books  relative to its  business,  assets,
financial  condition,  results of  operations  and  liabilities  (contingent  or
otherwise) of the Company.

                  (b)  SOPHISTICATION  AND KNOWLEDGE.  The Purchaser  and/or its
representatives  has such  knowledge  and  experience  in financial and business
matters that it can represent itself and is capable of evaluating the merits and
risks of the purchase of the Shares. The Purchaser is not relying on the Company
with respect to the tax and other  economic  considerations  of an investment in
the  Shares,  and the  Purchaser  has relied on the advice of, or has  consulted
with, only the Purchaser's own advisor(s).  The Purchaser represents that it has
not been organized for the purpose of acquiring the Shares.

                  (c) LACK OF  LIQUIDITY.  The Purchaser  acknowledges  that the
purchase of the Shares  involves a high degree of risk and further  acknowledges
that it can bear the economic risk of the purchase of the Shares,  including the
total loss of its investment. The Purchaser has no present need for liquidity in
connection with its purchase of the Shares.

                  (d) NO PUBLIC  SOLICITATION.  The Purchaser is not subscribing
for the  Shares  as a result of or  subsequent  to any  advertisement,  article,
notice or other  communication  published in any newspaper,  magazine or similar
media or  broadcast  over  television  or radio,  or presented at any seminar or
meeting,  or any solicitation of a subscription by a person not previously known
to the Purchaser in connection with investments in securities generally. Neither
the company nor the Purchaser has engaged in any  `Directed  Selling  Efforts in
the  U.S.'  as  defined  in  Regulation  S  promulgated  by the SEC  under  U.S.
securities laws.

                  (e) AUTHORITY. The Purchaser has full right and power to enter
into and  perform  pursuant  to this  Agreement  and make an  investment  in the
Company,  and this  Agreement  constitutes  the  Purchaser's  valid and  legally
binding  obligation,  enforceable in accordance with its terms. The Purchaser is
authorized  and otherwise  duly qualified to purchase and hold the Shares and to
enter into this Agreement

                  (f) REGULATION S EXEMPTION. The Purchaser understands that the
Shares are being  offered and sold to it in reliance  on an  exemption  from the
registration  requirements  of United States federal and state  securities  laws
under Regulation S promulgated  under the Securities Act and that the Company is
relying  upon  the  truth  and  accuracy  of  the  representations,  warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to determine the  applicability  of such exemptions and the suitability
of  the  Purchaser  to  acquire  the  Shares.  In  this  regard,  the  Purchaser
represents, warrants and agrees that:

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                           (i) The  Purchaser  is not a U.S.  Person (as defined
         below) and is not an  affiliate  (as defined in Rule  501(b)  under the
         Securities  Act) of the  Company.  A U.S.  Person  means any one of the
         following:

                                    (A)  Any U.S. Citizen

                                    (B) Any natural person residentin the United
                                        States of America;

                                    (C) any partnership or corporation organized
                                        or  incorporated  under the laws of the
                                        United States of America;

                                    (D) any  estate  of which  any  executor  or
                                        administrator is a U.S. person;

                                    (E) any trust of which any trustee is a U.S.
                                        person;

                                    (F) any agency or branch of a foreign entity
                                        located in the United States of America;

                                    (G) any non-discretionary account or similar
                                        account (other than  an estate or trust)
                                        held by a dealer or other  fiduciary for
                                        the benefit or account of a U.S. person;

                                    (H) any  discretionary  account or   similar
                                        account (other than an estate or  trust)
                                        held  by a dealer or   other   fiduciary
                                        organized,   incorporated    or  (if  an
                                        individual)   resident  in   the  United
                                        States of America; and

                                    (I) any partnership or corporation if:

                                                   (1) organized or incorporated
                                            under   the   laws   of  an  foreign
                                            jurisdiction; and

                                                   (2) formed  by  a U.S. person
                                            principally   for  the   purpose  of
                                            investing    in    securities    not
                                            registered under the Securities Act,
                                            unless    it   is    organized    or
                                            incorporated,    and    owned,    by
                                            accredited  investors (as defined in
                                            Rule  501(a)  under  the  Securities
                                            Act)  who are not  natural  persons,
                                            estates or trusts.

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                           (ii)  At the  time  of  the  origination  of  contact
         concerning this Agreement and the date of the execution and delivery of
         this Agreement, the Purchaser was outside of the United States.

                           (iii) The  Purchaser  will  not,  during  the  period
         commencing  on the date of  issuance  of the  Shares  and ending on the
         first  anniversary  of such  date,  or such  shorter  period  as may be
         permitted  by  Regulation  S or other  applicable  securities  law (the
         "Restricted  Period"),  offer,  sell, pledge or otherwise  transfer the
         shares in the United  States,  or to a U.S.  Person for the  account or
         benefit  of a U.S.  Person,  or  otherwise  in a manner  that is not in
         compliance with Regulation S.

                           (iv) The  Purchaser  will,  after  expiration  of the
         Restricted Period, offer, sell, pledge or otherwise transfer the Shares
         only pursuant to registration  under the Securities Act or an available
         exemption there from and, in accordance  with all applicable  state and
         foreign securities laws.

                           (v)  The  Purchaser  has  not  in  any  jurisdiction,
         engaged in, and prior to the expiration of the  Restricted  Period will
         not engage in, any short  selling of or any  hedging  transaction  with
         respect to the Shares,  including without limitation,  any put, call or
         other option transaction, option writing or equity swap.

                           (vi) Neither the  Purchaser  nor or any person acting
         on its behalf has  engaged,  nor will engage,  in any directed  selling
         efforts to U.S.  Citizens  with respect to the Shares and the Purchaser
         and any person  acting on its behalf have complied and will comply with
         the  "offering  restrictions"  requirements  of  Regulation S under the
         Securities Act.

                           (vii) The transactions contemplated by this Agreement
         have not been pre-arranged with a buyer located in the United States or
         with a U.S.  Person,  and are not part of a plan or scheme to evade the
         registration requirements of the Securities Act.

                           (viii) Neither the Purchaser nor any person acting on
         its behalf has  undertaken  or carried out any activity for the purpose
         of,  or that  could  reasonably  be  expected  to have the  effect  of,
         conditioning  the  market in the  United  States,  its  territories  or
         possessions,  for any of the Shares.  The Purchaser agrees not to cause
         any  advertisement  of the Shares to be published  in any  newspaper or
         periodical  or posted in any public place and not to issue any circular
         relating to the Shares,  except such  advertisements  that  include the
         statements  required by Regulation S under the Securities Act, and only
         offshore and not in the U.S. or its territories, and only in compliance
         with any local applicable securities laws.

                           (ix) Each  certificate  representing the Shares shall
be endorsed with the following legends:


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                                    (A)  "THE   SHARES  ARE  BEING   OFFERED  TO
                  INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE  SECURITIES
                  ACT"))  AND  WITHOUT   REGISTRATION  WITH  THE  UNITED  STATES
                  SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN
                  RELIANCE UPON  REGULATION S PROMULGATED  UNDER THE  SECURITIES
                  ACT."

                                    (B) "TRANSFER OF THESE SHARES IS PROHIBITED,
                  EXCEPT IN  ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION S,
                  PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
                  TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS
                  MAY NOT BE CONDUCTED  UNLESS IN COMPLIANCE WITH THE SECURITIES
                  ACT."

                                    (C) Any other legend  required to be placed
                  thereon by applicable  federal or state  securities laws.

                           (x) The  Purchaser  consents to the Company  making a
         notation on its records or giving instructions to any transfer agent of
         the Company in order to implement the  restrictions  on transfer of the
         Shares set forth in this Section 1.4.

         1.5  TERMINATION.  Either Party may terminate the agreement at any time
by  providing  a  10-business  day  written  notification  and  sending  it  via
registered  post to the  registered  address  of the  counter-party.  After  the
termination  date, the Purchaser shall cease all further  marketing  efforts for
the  Shares  and  shall no  longer  provide  the  Company  with any new order to
purchase the Shares.  In the event of termination by the Company,  the following
conditions would be applicable.

         A.   Acceptance  of the shares  ordered at any time from receipt of the
              termination  notice and up to the last day of the  10-business day
              notification period.

         B.   All share orders  during the  termination  period and prior to the
              termination  period  remain  valid and  enforceable  for a further
              period of 6 months in order to effect the  following  discharge of
              responsibilities by the Parties:

              By the company

               a) cutting shares into individual names as specified by the
                  Purchaser for delivery as designated by the Purchaser,

               b) correction of any certificates  previously cut into individual
                  names  that  may  have  errors  in  spelling  or   quantities,
                  requiring amendment.


              By the Purchaser

               a) provision  of  lists  if individual  names of shareholders for
                  cutting by the Company.

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               b) payment for shares  ordered  upon  delivery of the  individual
                  share  certificates to the party  designated by the Purchaser,
                  provided that said share certificates have been correctly cut.

               c) notification   of   corrections  to  share   certificates   in
                  individual  names until such time the share  certificates  are
                  delivered in a form which  renders  them  eligible for payment
                  against stock order per above.


ARTICLE  II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants as follows:

         2.1.  ORGANIZATION  AND STANDING OF THE COMPANY.  The Company is a duly
organized and validly  existing  corporation  in good standing under the laws of
the State of California and has all requisite  corporate power and authority for
the  ownership and  operation of its  properties  and for the carrying on of its
business as now conducted and as now proposed to be conducted and to execute and
deliver  this  Agreement  and  other   instruments,   agreements  and  documents
contemplated herein (together with this Agreement, the "Transaction Documents"),
to issue,  sell and  deliver  the Shares and to  perform  its other  obligations
pursuant hereto.  The Company is duly licensed or qualified and in good standing
as a foreign corporation  authorized to do business in all jurisdictions wherein
the  character of the property  owned or leased or the nature of the  activities
conducted by it makes such licensing or  qualification  necessary,  except where
the  failure to be so licensed or  qualified  would not have a material  adverse
effect on the business, operations or financial condition of the Company.

         2.2.  CORPORATE  ACTION.  The  Transaction  Documents  have  been  duly
authorized,  executed  and  delivered by the Company and  constitute  the legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their  respective  terms.  The Shares have been duly authorized.
The issuance,  sale and delivery of the Shares have been duly  authorized by all
required  corporate action on the part of the Company.  The Shares,  when issued
and paid for in  accordance  with the  Transaction  Documents,  will be  validly
issued,  fully paid and non-assessable,  with no personal liability attaching to
the  ownership  thereof  and  will be free  and  clear  of all  liens,  charges,
restrictions,  claims and encumbrances imposed by or through the Company, except
as expressly set forth in the Transaction Documents.

         2.3.  GOVERNMENTAL  APPROVALS.  No  authorization,  consent,  approval,
license,  exemption of or filing or registration  with any court or governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  is or will be necessary for, or in connection  with, the execution and
delivery by the Company of this Agreement, for the offer, issue, sale, execution
or  delivery  of the  Shares,  or for  the  performance  by the  Company  of its
obligations  under the Transaction  Documents except for any filings required by
applicable securities laws.

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         2.4.  LITIGATION.  Except as set  forth on  Schedule  2.4,  there is no
litigation  or  governmental  proceeding  or  investigation  pending  or, to the
knowledge of the Company,  threatened  against the Company  affecting any of its
properties  or assets,  nor, to the best  knowledge  of the  Company,  has there
occurred  any event or does there exist any  condition on the basis of which any
litigation,  proceeding  or  investigation  might  properly be  instituted.  The
Company is not in default with respect to any order, writ,  injunction,  decree,
ruling or decision of any court,  commission,  board or other government agency,
which such default might have a material adverse effect on the business, assets,
liabilities,  operations, Intellectual Property Rights, (as defined hereinafter)
management  or  financial  condition  of the  Company.  There are no  actions or
proceedings  pending or, to the Company's  knowledge,  threatened  (or any basis
therefore known to the Company)  against the Company which might result,  either
in any case or in the aggregate, in any material adverse change in the business,
operations,  Intellectual Property Rights, affairs or financial condition of the
Company or in any of its properties or assets, or which might call into question
the  validity of any of the  Transaction  Documents,  any of the Shares,  or any
action taken or to be taken pursuant hereto or thereto.

         2.5. COMPLIANCE WITH OTHER INSTRUMENTS. The Company is in compliance in
all respects with its Certificate of Incorporation  and Bylaws,  each as amended
and/or  restated  to date,  and in all  respects  with the  material  terms  and
provisions  of  all  mortgages,   indentures,   leases,   agreements  and  other
instruments  by which it is  bound  or to which it or any of its  properties  or
assets are subject.  The Company is in compliance in all material  respects with
all  judgments,   decrees,   governmental  orders,  laws,  statutes,   rules  or
regulations  by which it is  bound  or to which it or any of its  properties  or
assets are  subject.  Neither the  execution  and  delivery  of the  Transaction
Documents nor the issuance of the Shares, nor the consummation or performance of
any transaction  contemplated hereby or thereby,  has constituted or resulted in
or will  constitute  or result in a default or violation  of,  create a conflict
with,  trigger any "change of  control" or other right of any Person  under,  or
require any consent,  waiver,  release or approval under or with respect to, any
term or provision of any of the  foregoing  documents,  instruments,  judgments,
agreements, decrees, orders, statutes, rules and regulations.

         2.6. TITLE TO ASSETS; INTELLECTUAL PROPERTY RIGHTS. (a) The Company has
good  and  marketable  title  in fee to such of its  fixed  assets  as are  real
property,  and  good and  merchantable  title to all of its  other  assets,  now
carried on its books, free of any mortgages,  pledges,  charges, liens, security
interests or other  encumbrances.  The Company enjoys  peaceful and  undisturbed
possession under all leases under which it is operating, and all said leases are
valid and subsisting and in full force and effect.

                  (b) The  Company  owns or has a valid  right  to use  patents,
patent  applications,   patent  right,  trade  secrets,   confidential  business
information,  formula, processes, laboratory notebooks, algorithms,  copyrights,
mask works,  claims of infringement  against third parties,  licenses,  permits,
license rights,  contract rights with employees,  consultants and third parties,
trademarks,   trademark  rights,  inventions  and  discoveries,  and  all  other
intellectual  property,  including,  without  limitation,  all other such rights
generally classified as intangible,  intellectual  property assets in accordance
with GAAP  (collectively  the,  "Intellectual  Property  Rights")  being used to


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conduct its  business as now  operated  and as now proposed by the Company to be
operated and to the best of the Company's knowledge, the conduct of its business
as now  operated  and as now  proposed  to be  operated  does  not and  will not
conflict with or infringe upon the  Intellectual  Property Rights of others.  To
the best of the Company's  knowledge,  no claim is pending or threatened against
the Company  and/or its officers,  employees and  consultants to the effect that
any such Intellectual  Property Right owned or licensed by the Company, or which
the Company  otherwise has the right to use, is invalid or  unenforceable by the
Company.

                  (c) The Company has taken all  reasonable  measures to protect
and  preserve  the  security,  confidentiality  and  value  of its  Intellectual
Property Rights, including its trade secrets and other confidential information.
The Company is and will be the exclusive owner of all right,  title and interest
in its Intellectual Property Rights as purported to be owned by the Company, and
such  Intellectual  Property Rights are valid and in full force and effect.  The
Company has not received  notice of and, to the best of the Company's  knowledge
there are no claims that the Company's  Intellectual  Property Rights or the use
or ownership  thereof by the Company  infringes,  violates or conflicts with any
such right of any third party.

         2.7.  TAXES.  Except as set forth on  Schedule  2.7,  the  Company  has
accurately  prepared and timely  filed all federal,  state and other tax returns
required by law to be filed by it, has paid or made provision for the payment of
all  taxes  shown  to be  due  and  all  additional  assessments,  and  adequate
provisions  have  been  made  and  are  reflected  in  the  Company's  financial
statements  for all  current  taxes and other  charges  to which the  Company is
subject and which are not currently due and payable.

         2.8.  DISCLOSURE.  There is no fact within the knowledge of the Company
or any of its  executive  officers  which  has not been  disclosed  herein or in
writing by them to the Purchaser and which materially  adversely affects,  or in
the future in their  opinion may,  insofar as they can now  foresee,  materially
adversely affect the business,  operations,  properties,  Intellectual  Property
Rights,  assets or  condition,  financial  or  other,  of the  Company.  Without
limiting the foregoing, the Company has no knowledge that there exists, or there
is pending or planned, any patent, invention,  device,  application or principle
or any statute,  rule, law, regulation,  standard or code which would materially
adversely affect the business, operations, Intellectual Property Rights, affairs
or financial condition of the Company.

         2.9. BROKERS OR FINDERS. No Person has or will have, as a result of the
transactions  contemplated by this Agreement, any right, interest or valid claim
against or upon the Purchaser for any commission, fee or other compensation as a
finder or broker because of any act or omission by the Company or its respective
agents.

      2.10. CAPITALIZATION;  STATUS OF CAPITAL STOCK. As of the date hereof, the
Company had a total authorized  capitalization  consisting of 750,000,000 shares
of Common Stock,  .001 par value. As of November 19, 2001,  12,092,000 shares of
Common Stock were issued and outstanding.  All the outstanding shares of capital
stock of the Company have been duly  authorized,  and are validly issued,  fully
paid  and  non-assessable.  None  of the  Company's  outstanding  securities  or


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<PAGE>

authorized  capital stock or the Shares is subject to any rights of  redemption,
repurchase,  rights of first refusal, preemptive rights or other similar rights,
whether contractual, statutory or otherwise, for the benefit of the Company, any
stockholder,  or any other Person.  There are no restrictions on the transfer of
shares of capital  stock of the  Company  other than those  imposed by  relevant
federal  and  state  securities  laws  and as  otherwise  contemplated  by  this
Agreement.   There   are  no   agreements,   understandings,   trusts  or  other
collaborative  arrangements or understandings  concerning the voting or transfer
of the capital stock of the Company to which the Company is a party. The Company
does not have outstanding, and has no obligation to grant or issue, any "phantom
stock" or other right measured by the profits, revenues or results of operations
of the Company or any portion thereof; or any similar rights.

         2.11. SEC REPORTS. TO BE INSERTED BY ITEC The Company has furnished the
Purchaser  with  true and  complete  copies  of its  reports  on Form S-8  filed
September 17, 2001;  Form NT 10-Q on November 15, 2001;  and Form 10-QSB for the
quarter ending  September 30, 2001 on November 20, 2001 (the "Current  Reports")
which  constitute  the only documents that the Company was required to file with
the SEC since  November 20th,  2001. As of their  respective  filing dates,  the
Current  Reports and all other  filings made by the Company under the Act or the
Securities Exchange Act of 1934, as amended (the "1934  Act")(collectively,  the
"SEC  Reports"),  complied with the  requirements of the Act or the 1934 Act, as
the case may be, and none of such filings  contained  any untrue  statement of a
material  fact or  omitted  to state any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which they were made, not misleading.

         2.12. BOOKS AND RECORDS.  The books of account,  ledgers,  order books,
records and  documents  of the Company  accurately  and  completely  reflect all
material  information  relating to the business of the Company, the location and
collection of its assets, and the nature of all transactions  giving rise to the
obligations or accounts receivable of the Company.

         2.13. REFUSAL OF REGISTRATION. The parties hereby acknowledge and agree
that the Company  shall be required,  as a term of this  contract,  to refuse to
register any transfer of the shares not made in accordance  with the  provisions
of  Regulation  S, or  pursuant  to  Registration,  or  another  exemption  from
registration under the Securities Act.

         2.14. REGISTRATION RIGHTS.  Purchaser,  and its successors and assigns,
shall  have the  right,  in the  event  that the  Company  files a  Registration
Statement  under the Securities Act of 1933 at any time, in which one year after
the Call Date on each  tranche of shares  purchased,  to have part or all of the
shares of the Company in such tranche(s) included in said Registration Statement
and  registered  under  the  Securities  Act  of  1933  (provided  the  form  of
Registration Statement permits such inclusion under SEC rules).


The Company shall pay all costs of the registration of such shares.

The Company shall give the Purchaser,  its  successors and assigns,  at least 30
days' written  notice prior to filing such  Registration  Statement of Company's
intent to so file the Registration Statement,  and Purchaser, its successors and
assigns,  shall give  written  notice of intent to exercise  such rights  hereby


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<PAGE>

granted, and the number of shares to be registered, within 15 days after receipt
of the Company's written notice.  Otherwise,  in the event that the company does
not file a  Registration  Statement  upon or  subsequent to one year of the Call
Date of the first (or any subsequent) tranche of shares, then the Purchaser, and
its successors and assigns,  shall have the right to request Registration of any
tranche(s) of shares at any time after the one year  restricted  period from the
Call Date has elapsed.

The  company  agrees  to  undertake  the  registration  of the  shares in a full
Registration Statement as defined under the Securities Act of 1933 (provided the
form of  Registration  Statement  permits such  inclusion  under SEC rules),  as
requested by the Purchaser, its successors or assigns.


ARTICLE  III.

MISCELLANEOUS

         3.1. NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the part of
any party to this Agreement in exercising any right,  power or remedy  hereunder
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any such right,  power or remedy preclude any other or further  exercise thereof
or the  exercise of any other  right,  power or remedy  hereunder.  The remedies
herein  provided are  cumulative  and not exclusive of any remedies  provided by
law.

         3.2. AMENDMENTS;  WAIVERS AND CONSENTS.  Any provision in the Agreement
to the contrary notwithstanding, and except as hereinafter provided, changes in,
termination  or  amendments of or additions to this  Agreement may be made,  and
compliance  with any  covenant or  provision  set forth herein may be omitted or
waived,  if either Party shall obtain consent  thereto in writing from the other
Party.  Any waiver or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         3.3. ADDRESSES FOR NOTICES. Any notice or other communication  required
or  permitted to be given  hereunder  shall be in writing and shall be mailed by
certified  mail,  return  receipt  requested,  or delivered  against  receipt to
Company  and/or to Purchaser  at the  addresses  for each set forth  above.  Any
notice or other  communication  given by certified mail shall be deemed given at
the time of  certification  thereof,  except  for a notice  changing  a  party's
address which shall be deemed given at the time of receipt thereof.

         3.4.  COSTS;  EXPENSES AND TAXES.  Upon execution of this Agreement and
with each delivery of the Purchase  Price as set forth in 1.3, the Company shall
pay no monies in the aggregate,  to cover fees and  disbursements  of counsel to
the  Purchaser  incurred  in  connection  with  the  negotiation,  drafting  and
completion of the  Transaction  Documents and all related  matters.  The Company
shall pay any and all stamp,  or other similar taxes payable or determined to be
payable in connection  with the execution  and delivery of this  Agreement,  the
issuance  of any  securities  and the  other  instruments  and  documents  to be
delivered  hereunder or  thereunder,  and agrees to save the Purchaser  harmless
from and against any and all  liabilities  with respect to or resulting from any
delay in paying or omission to pay such taxes.

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<PAGE>

         3.5. EFFECTIVENESS;  BINDING  EFFECT; ASSIGNMENT. This  Agreement shall
be binding upon and inure to the benefit of the Company,  the  Purchaser and the
respective successors and assigns.

         3.6. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations
and  warranties  made in the  Transaction  Documents,  the Shares,  or any other
instrument  or document  delivered in connection  herewith or  therewith,  shall
survive the execution and delivery hereof or thereof.

         3.7. PRIOR AGREEMENTS. The Transaction Documents executed and delivered
in connection  herewith constitute the entire agreement between the parties with
respect  to the  subject  matter  set  forth  herein  and  supersede  any  prior
understandings or agreements concerning the subject matter hereof.

         3.8.  SEVERABILITY.  The  provisions of the  Transaction  Documents are
severable  and,  in the event  that any court of  competent  jurisdiction  shall
determine  that  any  one or  more of the  provisions  or  part  of a  provision
contained  therein  shall,  for any reason,  be held to be  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision or part of a provision of such  Transaction
Document and the terms of the Shares shall be reformed and  construed as if such
invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein,  and such provisions or part reformed so that it would be
valid, legal and enforceable to the maximum extent possible.

         3.9.  GOVERNING  LAW;  VENUE.  (a)This  Agreement  shall  be  enforced,
governed and  construed in accordance  with the laws of New York without  giving
effect to choice of laws  principles or conflict of laws  provisions.  Any suit,
action or proceeding  pertaining to this Agreement or any  transaction  relating
hereto shall be brought to the courts of New York in New York,  United States of
America,  and the  undersigned  hereby  irrevocably  consents and submits to the
jurisdiction  of such  courts  for the  purpose  of any such  suit,  action,  or
proceeding.  Purchaser  acknowledges  and agrees that venue  hereunder shall lie
exclusively in New York, United States of America.

         (b)  Purchaser  hereby  waives,  and agrees not to assert  against  the
Company,  or any successor assignee thereof,  by way of motion, as a defense, or
otherwise,  in any such  suit,  action or  proceeding,  (i) any  claim  that the
Purchaser  is not  personally  subject to the  jurisdiction  of the  above-named
courts,  and (ii) to the extent permitted by applicable law, any claim that such
suit, action or proceeding is brought in an inconvenient forum or that the venue
of any such suit,  action or proceeding  is improper or that this  Agreement may
not be enforced in or by such courts.

         3.10.  HEADINGS.  Article,  section  and  subsection  headings  in this
Agreement are included  herein for  convenience  of reference only and shall not
constitute a part of this Agreement for any other purpose.

         3.11.  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart.

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<PAGE>

         3.12.  FURTHER  ASSURANCES.  From and after the date of this Agreement,
upon the request of the Purchaser or the Company,  the Company and the Purchaser
shall execute and deliver such instruments,  documents and other writings as may
be reasonably  necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of the Transaction Documents and the Shares.


         IN WITNESS WHEREOF,  the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.

                             BEECHPORT CAPITAL, INC.




                              By:
                                    ----------------------------------
                                    Name:           Gary De Laurentiis

                                    Title:          CEO/President
                                                    Beechport Capital





                               By:
                                    ----------------------------------
                                    Name:

                                    Title:

                                    STARZ INVESTMENTS LTD
                                    60 MARKET SQUARE
                                    PO BOX 364
                                    BELIZE CITY, BELIZE








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