EXHIBIT 2.1/10.1
                            STOCK PURCHASE AGREEMENT

     This  STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 12th day
of  March,  2004  by  and between Timothy Rosen ("Rosen"), an individual with an
address  at  7 Gough House, 57 Eden Street, Kingston Upon Thames KT1 1DA; Leslie
Kent  ("Kent"),  an  individual with an address at 57 Eden Street, Kingston Upon
Thames  KT1  1DA;  (Rosen  and  Kent  are  collectively  the  "Sellers"  and,
individually,  each  a  "Seller"); the buyer listed on Exhibit A attached hereto
(the  "Buyer");  and  Gottbetter  &  Partners, LLP, a New York Limited Liability
Partnership  with  an  address  at  488 Madison Avenue, 12th Floor, New York, NY
10022  (the  "Escrow  Agent").

     WHEREAS,  Rosen  is  the President, Chief Executive Officer and a Director,
and  Kent  is  the  Secretary,  Chief  Financial  Officer  and  a  Director  of
VerticalBuyer,  Inc., a Delaware corporation (the "Company"), with an address at
235  West  56th  Street,  Suite  17B,  New  York,  New  York  10019.

     WHEREAS,  each Seller is the owner of Six Million Nine Hundred Seventy Five
Thousand  shares (6,975,000) of the Company's common stock, par value $0.001 per
share,  which  collectively  represent approximately Eighty Percent (80%) of the
Company's  outstanding  common  stock  (the  "Sellers'  Common  Stock").

     WHEREAS, Sellers desires to sell and Buyer desires to purchase from Sellers
the  Sellers'  Common  Stock.

     THE  PARTIES  HEREBY  AGREE  AS  FOLLOWS:

     1.     Purchase  and Sale of Stock.  Subject to the terms and conditions of
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this  Agreement,  and  in  reliance  upon the representations and warranties and
covenants  contained  herein,  Buyer  hereby agrees to purchase from Sellers and
Sellers  agrees  to  sell to Buyer the Sellers' Common Stock, or an aggregate of
Thirteen  Million  Nine  Hundred  Fifty  Thousand  (13,950,000)  shares,  for an
aggregate  purchase  price of One Hundred Fifty Thousand Dollars ($150,000) (the
"Purchase  Price").

2.     Closing.
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     (a)     The  closing  of  the  transactions  contemplated  hereunder  (the
"Closing") shall take place by courier of documents delivered to Escrow Agent on
such  date  and  time as Sellers and Buyer may mutually agree upon (the "Closing
Date"),  but  in no event shall the Closing be later than March 17, 2004, unless
the  parties  mutually  agree  to  extend  the closing deadline to a later date.

     (b)     At  the  Closing:

     (i)     Sellers  shall  transfer to Escrow Agent, good and marketable title
to  the  Sellers'  Common  Stock,  free  and clear of any and all liens, claims,
encumbrances  and  adverse  interests of any kind, by delivering to Escrow Agent
the certificates representing the Sellers' Common Stock in negotiable form, duly
endorsed  in  blank,  or  with  stock  transfer  powers  attached  thereto;


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     (ii)     Sellers  shall  deliver  to  Escrow  Agent  their  resignations as
officers  and  directors  of the Company and their written appointment of one or
more  persons  designated  by  Buyers  as  successor  officers  and  directors;

     (iii) Sellers shall deliver to Escrow Agent a letter agreement (the "Letter
Agreement")  signed  by  each  Seller agreeing to vote their respective Sellers'
Common  Stock  in  favor  of  Buyer's designees to the Board of Directors and in
favor  of  the  reverse  stock  split  and  name  change;

(iv)     Sellers  shall  cause to be made available the books and records of the
Company  to  Buyers;

(v)     Buyer  shall  deliver  to  Escrow Agent the Purchase Price by delivering
either  1)  a  check  drawn on a US bank made payable to "Gottbetter & Partners,
LLP,  as  Escrow  Agent" for the full amount of the Purchase Price; or 2) a wire
transfer  with  immediately  available  U.S.  funds  for  the full amount of the
Purchase  Price  plus  all  wire  transfer  fees  to:
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          Gottbetter  &  Partners,  LLP
          IOLA  Account
          Citibank  N.A.
          330  Madison  Avenue
          New  York,  New  York  10017
          ABA  Routing  No.:     021000089
          Account  No.:          49061322
          Reference:          (Your  Name)  for  VBYR

 (The  items  to be delivered to the Escrow Agent described in Section 2 (b) (i)
through  (v)  above,  are  collectively referred to as the "Closing Materials").

     As  soon  as practicable following (1) the execution of this Agreement, (2)
the  deliver  of the Closing Materials to Escrow Agent, and (3) the satisfaction
of  the  Post-Closing  Conditions  (defined herein), Escrow Agent shall uses its
best  efforts  to  distribute  the Purchase Price to (i) the Company's creditors
listed  in  Exhibit  4(i)  in  the  amounts  listed under the caption settlement
payments (the "Settlement Payments"), and (ii) Gottbetter & Partners, LLP in the
amount  of  Ten  Thousand  Dollars  ($10,000)  (the  "Retainer Fee").  Upon full
distribution of the Settlement Payments and the Retainer Fee, the balance of the
Purchase  Price  shall  be equally distributed to Sellers (the "Balance Purchase
Price").  It  is  understood by the parties that no monies will be deducted from
the  Purchase  Price  other  than  in  accordance  with  this  paragraph.

     At any time and from time to time after the Closing, the Parties shall duly
execute,  acknowledge  and  deliver  all  such further assignments, conveyances,
instruments  and documents, and shall take such other action consistent with the
terms  of  this  Agreement  to  carry  out the transactions contemplated by this
Agreement.

     3.     Representations  and  Warranties  of  Buyer.  Buyer hereby makes the
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following representations and warranties to Sellers, none of which shall survive
closing:


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     (a)     Buyer  has  the  requisite  power  and authority to enter into this
Agreement  and  to consummate the transactions contemplated hereby and otherwise
to  carry  out  its  obligations  hereunder.

     (b)  The  Seller's  Common  Stock  are  being  acquired by Buyer solely for
investment  for  Buyer's  own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof; and, further, Buyer will
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not sell or transfer such Seller's Common Stock unless covered by a registration
statement  or  an  exemption  therefrom.

     (c)  Buyer represents and warrants that Buyer is an investor experienced in
the  evaluation  of  businesses  similar  to the Company, has such knowledge and
experience  in financial and business matters as to be capable of evaluating the
merits  and  risks  of  this  investment,  and has had access to all information
respecting  the  Company  that  Buyer  have  requested.

     4.     Representations and Warranties of Sellers.  Each Seller, jointly and
            -----------------------------------------
severally,  hereby  make  the following representations and warranties to Buyer,
all  of  which  shall  survive  the  Closing:

     (a)     The  Company  is  a corporation duly organized, and will be validly
existing  and  in  good  standing  under the laws of Delaware upon the Company's
payment of all franchise taxes owed to the state of Delaware and the filing of a
Certificate  of  Renewal  and  Revival  of Certificate of Incorporation with the
Delaware  Secretary  of  State.  The  Company has the corporate power to own its
properties  and  to carry on its business as now being conducted and as proposed
to be conducted and is duly qualified to do business and are in good standing in
each  jurisdiction  in which the failure to be so qualified and in good standing
would  have a material adverse effect on the Company.  The Company has delivered
a  true  and  correct  copy  of its certificate of incorporation, certificate of
amendment,  certificate of good standing and by-laws or other charter documents,
as  applicable,  to  Buyers.  The  Company  is  not  in  violation of any of the
provisions  of  its  certificate  of  incorporation  or  bylaws  or  equivalent
organizational  documents.  The  Company  has  no  subsidiary.  The  Company has
dissolved  Lightseek  Limited  under  the  laws  of  England.

     (b)  The  Company  has  authorized  capital  stock consisting of 50,000,000
shares  of  common  stock,  $0.001  par value per share (the "Common Stock") and
5,000,000  shares  of preferred stock, $.001 per value per share (the "Preferred
Stock"),  of  which 17,391,667 shares of Common Stock and no shares of Preferred
Stock  are  presently  issued  and  outstanding.

     (c)  The  Company  has  issued  and  outstanding  options to purchase up to
1,350,000  shares  (the  Option  Shares")  of  its common stock at $1 per share,
issued  under  its  2000  Non-statutory  Stock  Option  Plan. Attached hereto as
Exhibit 4(c) is a list identifying the holders of the Option Shares. The Company
has  no  other  outstanding  securities  that  are  or  can  be  convertible,
exercisable  or  exchangeable  into  additional shares of its capital stock, and
                                                                             ---
further,  the  Company  has  no  obligation  to  issue  any of its capital stock
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pursuant  to  outstanding  agreements,  written  or  otherwise;  other  than the
issuance  of  the  Company's  common  stock  to  Jackson  Steinem,  Inc.

     (d)  There  is  no private or governmental action, suit, proceeding, claim,
arbitration  or  investigation  pending  before  any  agency, court or tribunal,
foreign or domestic, or, to the knowledge of the Sellers, threatened against the
Company  or  any of its properties or any of its officers or directors (in their
capacities  as  such)  other  than  the  final  judgment  entered  on  February


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11,  2002  captioned  Intratech  Capital  Partners, Ltd. v. VerticalBuyer, Inc.,
                      ---------------------------------------------------------
Cause  No.  CC-01-06374-B,  in  the  County  Court,  Dallas  County,  Texas (the
"Intratech  Litigation").  There  is  no  judgment,  decree or order against the
Company  to  the  knowledge of the Sellers other than Intratech Litigation, that
could  prevent,  enjoin,  alter or delay any of the transactions contemplated by
this  Agreement.

     (e)  The  Company  has  complied  with, is not in violation of, and has not
received  any notices of violation with respect to, any federal, state, local or
foreign  statute, law or regulation with respect to the conduct of its business,
or  the  ownership  or  operation  of  its  business.

     (f)  The  Sellers  will  make  available  to  Buyer a complete and accurate
summary  of  all  meetings  of  directors and shareholders or actions by written
consent  since  the  time  of  incorporation  of  the  Company,  and reflect all
transactions
referred  to  in  such.

     (g)     The  Company  has timely filed all tax returns required to be filed
and  has  paid all taxes shown thereon to be due, except for the state franchise
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taxes  due  to  the Delaware Secretary of State.  The Company agrees to file all
reports  with,  and  pay  all taxes to, the Delaware Secretary of State so as to
become  current  with  such  tax  obligations,  and further, shall duly execute,
acknowledge  and deliver all such other documents, and shall take all such other
actions, so as to have the Company renewed and revived in the state of Delaware.
If, prior to the satisfaction of the Post-Closing Conditions, a tax liability is
discovered,  the  Company  hereby  undertakes  to  duly execute, acknowledge and
deliver all such documents, and shall take all such actions, so as to have a tax
return covering such tax liability filed.  Taxes due upon such a filing shall be
payable  with the use of the Purchase Price and prior to the distribution of the
Balance  Purchase  Price.

     (h)  Rosen  and  Kent are the sole officers, directors and employees of the
Company.

     (i)  Those  creditors  listed  in  Exhibit  4(i)  attached  hereto  (the
"Creditors")  are  the  only individuals or entities with any claims against the
Company.  The Company does not have any obligations or liabilities of any nature
(matured  or  unmatured,  fixed  or  contingent).

     (j)  Each  of  the  Creditors  have  agreed  to accept as full and complete
satisfaction  of  the debts owed to them by the Company (and as listed under the
caption  Total  Due  of  Exhibit  4(i),  the  amount described under the caption
Settlement  Payment  of  Exhibit  4(i).

     (k)  The  Company  shall engage an accounting firm chosen by the Buyer (the
"Auditors"),  to  prepare any and all of the Company's financials statement that
are  required  to  be  filed  with  Securities  and  Exchange Commission ("SEC")
pursuant  to the Securities Exchange Act of 1934, and shall cause the Company to
become  current  with  its  reporting obligations. The expense incurred for such
financial  statement  preparation  will  be borne by the Buyer. It is understood
that  the Company is delinquent in its SEC reporting obligations and the Sellers
hereby  agree  to  use  their reasonable efforts to assist the Auditors so as to
ensure  that  the  Company  becomes  current  with  such  obligations.

     (l)  The  Sellers' Common Stock, when sold to Buyer, will be free and clear
of  all  liens,  claims,  encumbrances,  and  charges.


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     (m)  Sellers  have  the  legal  right  to  enter into and to consummate the
transactions  contemplated  hereby  and otherwise to carry out their obligations
hereunder.

     (n) The Sellers' Common Stock is being sold to Buyer in reliance on Section
4(2)  of  the  Securities  Act  of  1933,  as  amended.

     (o)  The  Sellers' Common Stock, when transferred, will contain restrictive
legends  and  will  be  subject  to  restrictions  on  transfer.

     (p)  This  Agreement  constitutes a valid and legally binding obligation of
Sellers and neither the execution of this Agreement, nor the consummation of the
transactions  contemplated  herein,  will  constitute  a violation of or default
under,  or  conflict  with,  any  judgment, decree, statute or regulation of any
governmental  authority  applicable  to  Sellers or the Company or any contract,
commitment, agreement or restriction of any kind to which Sellers or the Company
is  a  party  or  by which their assets are bound. The execution and delivery of
this  Agreement  does  not,  and  the consummation of the transactions described
herein  will  not,  violate  applicable  law,  or any mortgage, lien, agreement,
indenture,  lease  or  understanding  (whether  oral  or  written)  of  any kind
outstanding  relative  to  Sellers  or  the  Company.

     (q)  All  representations, covenants and warranties of Sellers contained in
this  Agreement shall be true and correct on and as of the Closing Date with the
same  effect  as  though the same had been made on and as of the such dates. Any
and  all  schedules  and  exhibits  attached  hereto  or  provided  to  Buyer in
conjunction  with execution of this Agreement shall likewise be true and correct
as  of  the  Closing Date, and if there are any changes therein and such changes
are approved by Buyer, the same shall be amended or supplemented as appropriate,
so  that they shall be true as of the Closing Date and the date the Post-Closing
Conditions  have  been  satisfied;

     5.     Post-Closing  Conditions.  The  obligation  of  the  Escrow Agent to
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deliver  (i)  the  Settlement Payments to the Creditors (ii) the Retainer Fee to
Gottbetter & Partners, LLP, and (iii) the Balance Purchase Price to the Sellers,
is  subject  to  the  fulfillment  of  each  of  the  following  conditions (the
"Post-Closing  Condition") , any of which may be waived by the Buyer in its sole
discretion:

     (i)     Sellers  obtain  resignations  of all officers and directors of the
Company  and  deliver  same  to  Escrow  Agent;

     (ii)  The  Company becomes current in its reporting obligations as required
by  the  Securities  Exchange  Act  of  1934;

     (iii)  The  Company  files  a  current  report  on  Form 8-K disclosing the
dissolution  of Lightseek Limited and the change of control contemplated by this
Agreement;

     (iv)  The  Letter  Agreement  is  delivered  to  the  Escrow  Agent;

     (v)  Delivery  of  such  copies  of  the  Company's  books  and  records;


<PAGE>

     (vi) Copies of releases signed by each of the Company's Creditors have been
deliver  to  Escrow  Agent;

     (vii)  Buyer is satisfied with the condition of the Company following a due
diligence  review  of  the  books, records, business and affairs of the Company.
Sellers  will  ensure  that  the  Company  will  provide  Buyer and their agents
complete  access  to  all  of  the  Company's  books,  records and personnel for
purposes  of  conducting  Buyer's  investigation;

     (viii)  There  will be no material liabilities on the books of the Company,
other  than  what may be disclosed in the Company's financial statements for the
fiscal  year ended December 31, 2003, and there are no undisclosed or contingent
liabilities;

     (ix) There have been no changes in the Company's business or capitalization
between  the  date  of  signing  this  Agreement  and  the date the Post-Closing
Conditions  have  been  satisfied, other than as required herein, other than the
issuance  of  the  Company's  common  stock  to  Jackson  Steinem,  Inc.;

     (x) Sellers shall have performed and satisfied all covenants and conditions
required  by  this  Agreement  to  be  performed  or  satisfied  by  them;  and

     (xi)     No  action or proceedings shall have been instituted or threatened
prior  to  or  at the Closing Date and the date the Post-Closing Conditions have
been  satisfied before any court or governmental body or authority pertaining to
the  acquisition  by  Buyer  of  the  Sellers'  Common  Stock  to be transferred
hereunder, the result of which could prevent or make illegal the consummation of
such  transfer.

     6.     Finder's Fee.  The parties acknowledge that no person is entitled to
            ------------
received  a  finder's  fee  in  connection  with  this  Agreement.

     7.  Terms  of Escrow. As soon as practicable following (i) the execution of
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this  Agreement;  (ii) Escrow Agents receipt of the Purchase Price; (iii) Escrow
Agents receipt of the Closing Materials; and (iv) the fulfillment of each of the
Post-Closing  Conditions,  unless  waived in accordance herein, the Escrow Agent
shall  release the Purchase Price from escrow and deliver the Settlement Payment
to  the Creditors, the Retainer Fee to Gottbetter and Partners, LLP, and deliver
the  Balance  Purchase  Price  to  the  Sellers.

8.     Duties  and  Obligations  of  the  Escrow  Agent.
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     (a)     Buyer  and  Sellers hereto agree that the duties and obligations of
Escrow  Agent  are  only  such as are herein specifically provided and no other.
Escrow  Agent's  duty  is  to  manage  the distribution of the Purchase Price to
Creditors, Gottbetter & Partners, LLP, and the Balance Purchase Price to Sellers
in  accordance  with  the  terms  of this Agreement only, and Escrow Agent shall
incur  no  liability  whatsoever,  except  as  a  direct  result  of its willful
misconduct  or  gross  negligence.

     (b)     Escrow  Agent may consult with counsel of its choice, and shall not
be liable for any action taken, suffered or omitted by it in accordance with the
advice  of  such  counsel.


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     (c)  Escrow  Agent  shall not be bound in any way by the terms of any other
agreement  to  which  Sellers  and  Buyer  are  parties,  whether  or not it has
knowledge  thereof,  and  Escrow  Agent  shall  not  in  any  way be required to
determine  whether  or not any other agreement has been complied with by Sellers
and  Buyer,  or  any other party thereto. Escrow Agent shall not be bound by any
modification,  amendment,  termination, cancellation, rescission or supersession
of  this  Agreement  unless  the  same shall be in writing and signed jointly by
Sellers  and  Buyer,  and  agreed  to  in  writing  by  the  Escrow  Agent.

     (d) If Escrow Agent shall be uncertain as to its duties or rights hereunder
or  shall  receive instructions, claims or demands which, in its opinion, are in
conflict  with  any of the provisions of this Agreement, it shall be entitled to
refrain  from  taking any action, other than to keep safely all property held in
escrow  or  to  take  certain  action,  until  it shall be directed otherwise in
writing  by  Seller  and  Buyer  or  by a final judgment of a court of competent
jurisdiction.

     (e)  Escrow  Agent  shall  be  fully  protected in relying upon any written
notice,  demand, certificate or document which it, in good faith, believes to be
genuine.  Escrow  Agent shall not be responsible for the sufficiency or accuracy
of  the  form, execution, validity or genuineness of documents or securities now
or hereafter deposited hereunder, or of any endorsement thereon, or for any lack
of  endorsement  thereon, or for any description therein; nor shall Escrow Agent
be responsible or liable in any respect on account of the identity, authority or
rights  of  the  persons  executing  or  delivering  or purporting to execute or
deliver  any  such  document,  security  or  endorsement.

     (f)  Escrow  Agent  shall not be required to institute legal proceedings of
any  kind and shall not be required to defend any legal proceedings which may be
instituted  against it or in respect of the distribution of the Purchase Prices.

     (g) If Escrow Agent at any time, in its sole discretion, deems it necessary
or  advisable  to  relinquish  custody  of  the  Purchase Price, it may do so by
delivering  the  same  to  any other escrow agent agreeable to Sellers and Buyer
and,  if  no such escrow agent shall be selected within three days of the Escrow
Agent's notification to Sellers and Buyer of its desire to so relinquish custody
of  the  Purchase  Price,  then  the  Escrow  Agent  may do so by delivering the
Purchase  Price  to  the  clerk  or other proper officer of a court of competent
jurisdiction  as may be permitted by law.  The fee of any court officer shall be
borne  by  Sellers  and  Buyer.  Upon  such  delivery, the Escrow Agent shall be
discharged  from  any  and  all  responsibility or liability with respect to the
Purchase  Price  and  this  Agreement.

     (h)     This  Agreement  shall  not  create  any  fiduciary  duty on Escrow
Agent's part to Sellers and Buyer, nor disqualify Escrow Agent from representing
either  party  hereto  in any dispute with the other, including any dispute with
respect  to  the  Purchase  Price.

     (i)  Escrow  Agent  represents  that  it  is presently acting as counsel to
Buyer.  The  parties  agree  that  the Escrow Agent's engagement as provided for
herein  is  not  and  shall  not  be  objectionable  for  any  reason.

     (j)  Upon  the  performance of this Agreement, Escrow Agent shall be deemed
released  and  discharged  of  any  further  obligations  hereunder.


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     9.     Escrow  AgentIndemnification.
            ----------------------------

     (a)     Sellers  hereby  agrees to indemnify and hold the Escrow Agent free
and  harmless  from  any  and  all  losses,  expenses,  liabilities  and damages
(including  but  not  limited to reasonable attorney's fees, and amounts paid in
settlement)  resulting  from  claims  asserted by Buyer against the Escrow Agent
with  respect  to  the  performance  of any of the provisions of this Agreement.

     (b)  Buyer  hereby  agrees  to indemnify and hold the Escrow Agent free and
harmless  from and against any and all losses, expenses, liabilities and damages
(including  but  not  limited to reasonable attorney's fees, and amounts paid in
settlement)  resulting from claims asserted by Sellers against Escrow Agent with
respect  to  the  performance  of  any  of  the  provisions  of  this Agreement.

     (c)     Sellers and Buyer hereby agree to, jointly and severally, indemnify
and  hold  Escrow  Agent  harmless from and against any and all losses, damages,
taxes,  liabilities  and  expenses that may be incurred by Escrow Agent, arising
out  of  or  in  connection  with  its acceptance of appointment as Escrow Agent
hereunder  and/or  the  performance  of  its  duties pursuant to this Agreement,
including,  but  not  limited  to,  all legal costs and expenses of Escrow Agent
incurred  defending itself against any claim or liability in connection with its
performance  hereunder,  provided that Escrow Agent shall not be entitled to any
indemnity  for any losses, damages, taxes, liabilities or expenses that directly
result  from  its  willful  misconduct  or  gross  negligence.

     (d)     In  the  event  of  any  legal  action  between the parties to this
Agreement  to  enforce  any of its terms, the legal fees of the prevailing party
shall  be  paid  by  the  party(ies)  who  did  not  prevail.

     10.     Termination.
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     (a)     Termination  by Mutual Agreement.  This Agreement may be terminated
at  any time by mutual consent of the parties hereto, provided that such consent
to  terminate  is  in  writing  and  is  signed  by  each of the parties hereto.

     (b) Termination for Failure to Close. This Agreement shall be automatically
terminated  if  the  Closing shall not have occurred within five (5) days of the
date hereof (except if such sixth (6th) day is not a Business Day, then the next
Business  Day).

     (c)  Termination  by  Operation of Law. This Agreement may be terminated by
any  party hereto if there shall be any statute, rule or regulation that renders
consummation  of  the  transactions  contemplated  herein  illegal  or otherwise
prohibited,  or  a  court  of  competent  jurisdiction  or  any  government  (or
governmental  authority)  shall  have  issued an order, decree or ruling, or has
taken  any  other  action  restraining,  enjoining  or otherwise prohibiting the
consummation of such transactions and such order, decree, ruling or other action
shall  have  become  final  and  nonappealable.

     (d)  Termination  for  Failure  to  Perform  Post-Closing  Conditions. This
Agreement  may  be  terminated  prior  to  the  Closing  Date:


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          (a)  by Sellers if: (i) any of the representations and warranties made
     in  this  Agreement  by the Buyer shall not be materially true and correct,
     when  made  or  at  any  time  prior  to  consummation  of the transactions
     contemplated  herein  as  if  made  at and as of such time; (ii) any of the
     post-closing  conditions  set  forth  in  Section  5  herein  have not been
     fulfilled in all material respects as promptly and as practically after the
     execution  of  this Agreement; (iii) the Buyer shall have failed to observe
     or perform any of its material obligations under this Agreement; or (iv) as
     otherwise  set  forth  herein;  or

          (b)  by  the  Buyer  if: (i) any of the representations and warranties
     made  in  this  Agreement  by  the Sellers shall not be materially true and
     correct, when made or at any time prior to consummation of the transactions
     contemplated  herein  as  if  made  at and as of such time; (ii) any of the
     post-closing  conditions  set  forth  in  Section  5  herein  have not been
     fulfilled in all material respects as promptly and as practically after the
     execution of this Agreement; (iii) the Sellers shall have failed to observe
     or perform any of its material obligations under this Agreement; or (iv) as
     otherwise  set  forth  herein;  or

          (c)  by  either  Party,  if  the Post-Closing Conditions have not been
     satisfied  within  eight  (8)  weeks  from  the  date  of  this  Agreement.

     (e)     Effect  of  Termination  or  Default;  Remedies.  In  the  event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become  void  and  there  shall be no liability on the part of any party hereto,
provided  that  such  party  is  a Non Defaulting Party (as defined below).  The
foregoing  shall  not  relieve  any  party  from  liability for damages actually
incurred  as  a  result  of such party's breach of any term or provision of this
Agreement.  In  the  event that any party shall fail or refuse to consummate the
transactions  contemplated  herein  or  if  any  default  under  or beach of any
representation, warranty, covenant or condition of this Agreement on the part of
any  party  (the  "Defaulting  Party")  shall  have occurred that results in the
failure  to consummate the transactions contemplated herein, then in addition to
the  other  remedies  provided  herein and by law, the non defaulting party (the
"Non  Defaulting Party") shall be entitled to seek and obtain money damages from
the Defaulting Party.  The Non Defaulting Party shall be entitled to obtain from
the  Defaulting  Party  court  costs  and reasonable attorneys' fees incurred in
connection  with  or  in  pursuit  of enforcing the rights and remedies provided
hereunder.

     11.     Indemnification.
             ---------------

     (a)     Obligation  of  theSellersto  Indemnify.  The  Sellers  agrees  to
             ---------------------------------------
indemnify,  defend  and  hold  harmless  the Buyer (and its directors, officers,
employees,  affiliates,  stockholders,  debenture  holders,  agents,  attorneys,


<PAGE>

successors  and  assigns)  from  and  against  all losses, liabilities, damages,
deficiencies,  costs  or  expenses (including interest, penalties and reasonable
attorneys'  and  consultants'  fees  and disbursements) (collectively, "Losses")
based  upon, arising out of or otherwise in respect of any (i) inaccuracy in any
representation  or warranty of the Sellers contained in this Agreement or in the
Exhibits  hereto  or  (ii)  breach  by  the Sellers of any covenant or agreement
contained  in  this  Agreement.

     (b)     Obligation  ofthe  Buyerto  Indemnify.  Buyer  agrees to indemnify,
             -------------------------------------
defend  and  hold  harmless the Sellers (and its directors, officers, employees,
affiliates,  stockholders,  agents,  attorneys, successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)
inaccuracy  in  any  representation  or  warranty  of  Buyer  contained  in this
Agreement  or  in the Exhibits hereto or (ii) breach by Buyer of any covenant or
agreement  contained  in  this  Agreement.

     (c)  Notice  and  Opportunity  to Defend. (a) Promptly after receipt by any
          -----------------------------------
Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of
any demand, claim or circumstances which, with the lapse of time, would or might
give  rise  to  a  claim or the commencement (or threatened commencement) of any
action, proceeding or investigation (an "Asserted Liability") that may result in
a  Loss,  the  Indemnitee shall give notice thereof (the "Claims Notice") to any
other  party  (or parties) who is or may be obligated to provide indemnification
pursuant  to  Section  11  (a) or 11 (b) (the "Indemnifying Party").  The Claims
Notice  shall  describe  the  Asserted  Liability in reasonable detail and shall
indicate  the amount (estimated, if necessary and to the extent feasible) of the
Loss  that  has  been  or  may  be  suffered  by  the  Indemnitee.

     (d)  The  Indemnifying  Party may elect to compromise or defend, at its own
expense  and  by  its  own  counsel, any Asserted Liability. If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
days  after the date the Claims Notice is given (or sooner, if the nature of the
Asserted  Liability  so  requires) notify the Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the  compromise  of,  or  defense  against,  such  Asserted  Liability.  If  the
Indemnifying  Party  elects  not to compromise or defend the Asserted Liability,
fails  to  notify  the Indemnitee of its election as herein provided or contests
its  obligation  to  indemnify  under  this  Agreement,  the Indemnitee may pay,
compromise  or  defend  such  Asserted  Liability  and  all  reasonable expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all  amounts  required to be paid in connection with any such Asserted Liability
pursuant  to  the determination of any court, governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement  consented  to  by the Indemnitee, shall be borne by the Indemnifying
Party.  Except  as otherwise provided in the immediately preceding sentence, the
Indemnitee  may  not  settle  or  compromise any claim over the objection of the
Indemnifying Party.  In any event, the Indemnitee and the Indemnifying Party may
participate,  at  their own expense, in (but the Indemnitee may not control) the
defense of such Asserted Liability.  If the Indemnifying Party chooses to defend
any  claim,  the  Indemnitee  shall make available to the Indemnifying Party any
books,  records  or  other  documents  within  its control that are necessary or
appropriate  for  such  defense.

     12.     Miscellaneous.
             -------------

     (a)     Successors and Assigns.  The terms and conditions of this Agreement
             ----------------------
shall  inure  to  the benefit of and be binding upon the respective heirs, legal
representatives,  successors  and  assigns  of  the  parties.

     (b)  Governing Law/Venue. This Agreement shall be governed by and construed
          --------------------
under  the  laws  of the State of New York as applied to agreements entered into
and  to  be  performed  entirely  within  New  York.  Any dispute or controversy
concerning  or  relating  to this Agreement shall be exclusively resolved in the
federal  or  state  courts  located  in  the City, County and State of New York.


<PAGE>

     (c)  Counterparts.  This Agreement may be executed in counterparts, each of
          ------------
which  shall  be  deemed an original, but all of which together shall constitute
one  and  the  same  instrument.

     (d)  Titles  and Subtitles. The titles and subtitles used in this Agreement
          ----------------------
are  used  for  convenience  only  and are not to be considered in construing or
interpreting  this  Agreement.

     (e)  Notices.  Unless  otherwise provided, any notice required or permitted
          -------
under  this  Agreement shall be given in writing and shall be deemed effectively
given upon (i) personal delivery to the party to be notified; (ii) being sent by
overnight  delivery  by  a nationally recognized overnight courier upon proof of
sending  thereof  and  addressed  to  the  party  to  be notified at the address
indicated  for  such  party  in this Agreement, or at such other address as such
party  may designate by written notice to the other parties; (iii) being sent by
telecopier,  upon  proof  of  sending  thereof.

     (f)  Expenses.  Each  of  the parties shall bear its own costs and expenses
          --------
incurred  with  respect to the negotiation, execution, delivery, and performance
of  this  Agreement.

     (g)     Amendments  and  Waivers. 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 and either retroactively or prospectively), only
with  the  written  consent  of  Sellers  and  Buyer.

     (h)     Continuing  Obligations;  Cooperation.  Each  party  reciprocally
             -------------------------------------
agrees  to promptly and duly execute and deliver to the other such documents and
assurances and take such action as may from time to time be reasonably requested
in  order to more effectively carry out the intent and purpose of this Agreement
and  to  establish and protect the rights and remedies created or intended to be
created  in  favor  of  the  other  party  hereunder.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed
on  their behalf by an agent thereunto duly authorized, this Agreement as of the
date  first  above  written.

                                                      SELLERS:



                                                      /s/ Timothy  Rosen
                                                      -----------------------
                                                      Timothy  Rosen



                                                      /s/ Leslie  Kent
                                                      -----------------------
                                                      Leslie  Kent

                                                      BUYER:

                                                      MAXIMUM  VENTURES,  INC.

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


                                                      ESCROW  AGENT:

                                                      GOTTBETTER & PARTNERS, LLP



                                                      By: /s/ Adam S. Gottbetter
                                                      --------------------------
                                                      Name: Adam S. Gottbetter
                                                      Title:  Managing  Partner


<PAGE>

                                    EXHIBIT A
                                    ---------

                                  Name of Buyer


Maximum  Ventures,  Inc.  with  an  address at 1175 Walt Whitman Rd., Suite 100,
Melville,  NY  11747


<PAGE>

<TABLE>
<CAPTION>

                                        EXHIBIT4(C)
                                        -----------
                                       Option Holders


NAME                  DATE OF GRANT   NUMBER OF SHARES    EXERCISE PRICE    EXPIRATION DATE
                                      SUBJECT TO OPTION    (PER SHARE)
-------------------  ---------------  -----------------  ----------------  -----------------
<S>                  <C>              <C>                <C>               <C>
Joseph Donahue       March 1, 2000              250,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Leslie Kent          March 1, 2000              250,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Timothy Rosen        March 1, 2000              250,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Alexander Lupinetti  March 1, 2000              250,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
C. Shelton James     March 1, 2000               50,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Gary Levine          March 1, 2000               50,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
David Lyons          March 1, 2000               50,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Sandford Smith       March 1, 2000               50,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Robert Williams      March 1, 2000               50,000  $           1.00  February 29, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
C. Shelton James     January 1, 2001             25,000  $           1.00  December 31, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
David Lyons          January 1, 2001             25,000  $           1.00  December 31, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Sandford Smith       January 1, 2001             25,000  $           1.00  December 31, 2004
-------------------  ---------------  -----------------  ----------------  -----------------
Robert Williams      January 1, 2001             25,000  $           1.00  December 31, 2004
-------------------  ---------------  -----------------  ----------------  -----------------

                                      =================
TOTAL                                         1,350,000
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                   EXHIBIT4(I)
                                   -----------
                                List of Creditors


CREDITORS                                    TOTAL DUE   SETTLEMENT PAYMENTS
------------------------------------------  -----------  --------------------
<S>                                         <C>          <C>
St Ives Burrups                             $  2,844.55  $             284.45
------------------------------------------  -----------  --------------------
Continental Stock Transfer & Trust Company  $  7,322.37  $           4,000.00
------------------------------------------  -----------  --------------------
Electrical Advertiser                       $  1,200.00  $             120.00
------------------------------------------  -----------  --------------------
Intratech Capital Partners, LLP*            $ 42,000.00  $          17,500.00
------------------------------------------  -----------  --------------------
KCSA                                        $ 16,515.17  $           1,651.51
------------------------------------------  -----------  --------------------
Leslie Sufrin and Company, P.C.             $ 67,051.00  $          13,410.20
------------------------------------------  -----------  --------------------

                                            ===========
TOTAL                                       $136,933.09  $          36,966.16
</TABLE>

*     Intratech  Capital  Partners,  Ltd.,  recovered  a  judgment in the sum of
$32,000  and  225,000  shares  of  the common stock of Verticalbuyer, Inc., plus
reasonable  attorney  fees  found to be $10,000.  This judgment has been settled
for  $17,500.