1

                           AGREEMENT OF STOCK EXCHANGE
                           ---------------------------

     THIS  AGREEMENT  OF STOCK EXCHANGE ("Agreement") is made as of this 7th day
of  August  2001,  by  and among Charles Booth Professional Haircare Inc, a New
York  corporation (the "Company"), Charles Booth (''Booth''), the persons listed
as  Stockholders  on  the  signature page hereto (such persons, including Booth,
individually,  a  "Seller"  and collectively, the "Sellers); and Triple S Parts,
Inc.,  a  Nevada  corporation  ("Buyer").

     WHEREAS, the Buyer is authorized to issue 50,000,000 shares of common stock
(the  "Buyer Shares"), par value $.0005 per share, of which 2,806,500 shares are
presently  issued  and  outstanding;  and

     WHEREAS,  on the Closing Date, or within 45 days thereafter, it is expected
that  Buyer  will  have  received  subscriptions  to purchase a total of 500,000
additional  Buyer  Shares  (the  "Subscriptions");  and

     WHEREAS,  on  the  Closing  Date, the Buyer shall issue the number of Buyer
Shares  as  hereinafter  determined in return for all the issued and outstanding
shares  of  common  stock of the Company ("Company Shares") owned by the Sellers
(this  share exchange shall be referred to herein as the "Stock Exchange"), with
the  result  that:  (a)  Sellers  will own 6,289,000 Buyer Shares, or 66% of the
outstanding  Buyer  Shares  (after  giving  effect  to  the sale of Buyer Shares
pursuant  to  the  Subscriptions),  with  the  remaining 34% of the Buyer Shares
(3,306,500)  being owned by the present shareholders of Buyer, purchasers in the
Subscriptions  plus certain other shareholders to whom the Company is obligated;
and

     WHEREAS,  the  Stock  Exchange  shall  be  effected  as a tax-free exchange
pursuant to Section 351 and/or Section 368(a)(1)(B) of the Internal Revenue Code
of  1986,  as  amended  (the  "Code");  and

     WHEREAS,  on  the  Closing Date there shall be no warrants, options, or any
other  rights,  either  authorized  or  outstanding,  which  are  convertible or
exercisable  into  Company Shares or Buyer Shares except as specifically defined
herein.

NOW, THEREFORE, in consideration of the premises, the parties hereto do mutually
agree  as  follows:

          ARTICLE  I

   EXCHANGE  OF  SHARES

1.1          EXCHANGE  OF  COMPANY  SHARES  FOR  BUYER  SHARES.
             -------------------------------------------------

1.1.1  On the Closing Date, Buyer shall issue such number of Buyer Shares to the
Sellers  so  that,  after giving effect to such issuance and the sale of 500,000
Buyer Shares pursuant to the Subscriptions, Sellers will collectively own 66% of
the  issued  and  outstanding  stock  of  Buyer. Based on the representation and
warranties  of  Buyer  hereafter  set forth, it is expected that 6,289,000 Buyer
Shares  will  be  issued to the Sellers. The Buyer Shares shall be issued to the
Sellers  in  the  amounts set forth on Exhibit A. All Buyer Shares, when issued,
shall be fully-paid and non-assessable, and no preemptive rights of stockholders
shall  exist  with  respect  to  such  shares  or  the  issue  or  sale thereof.

1.1.2  On  the  Closing Date, the Sellers shall deliver to Buyer all of the
outstanding  Company  Shares,  duly  endorsed  for transfer or with stock powers
attached.

1.2     OUTSTANDING  BUYER  SHARES.  Each  share of Buyer Common Stock
        --------------------------
which  is issued and outstanding immediately prior to the Closing Date shall, by
virtue  of  this  Agreement,  remain  issued  and  outstanding  thereafter.
1.3     RESTRICTIONS  ON  SHARES.  The  Buyer  Shares being acquired by the
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Sellers  are  being  acquired  for  investment  only  and not with a view to the
further  sale  or  distribution  thereof.  Such  Buyer  Shares  issued hereunder
constitute "restricted securities" as that term is defined under Rule 144 of the
Rules  and  Regulations  promulgated  under  the  Securities  Act  of  1933 (the
"Securities  Act").  The  Buyer  Shares  may  not be sold, assigned or otherwise
disposed  of  unless  registered or otherwise exempt from registration under the
Securities  Act  and  such other state securities laws as may be applicable. The
certificates  representing  such  shares shall contain an appropriate investment
legend.  It  is  understood  that  Sellers  intend  to eventually register their
shares  under  an  applicable  registration filing; however, any such registered
shares  shall  agree  to  a  leak  out  agreement  over  2  years.

         ARTICLE  II

REPRESENTATIONS  AND  WARRANTIES  OF  SELLERS

     Each  Seller, for such Seller but not on behalf of any other Seller, hereby
represents  and  warrants  to  Buyer  as  follows:

2.1     TITLE  OF  COMPANY SHARES. At the time of delivery of the Company Shares
        -------------------------
to  Buyer  hereunder, Sellers will be the lawful owners of the Company Shares in
the  amounts  set  forth  in  Exhibit  A  attached hereto and will have good and
marketable  title  thereto,  and upon delivery as provided hereunder, Buyer will
receive  good and marketable title thereto, free and clear of all liens, pledges
and  encumbrances with no personal liability attaching to the ownership thereof.

2.2     AUTHORITY  TO  EXECUTE  AND  PERFORM AGREEMENTS. Each Seller, which is a
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corporation  or other type of legal entity, is, and on the Closing Date will be,
a  duly  organized  and  validly  existing corporation (or other entity) in good
standing  under  the laws of its incorporation or organization. Each Seller has,
and  on  the  Closing  Date  will  have,  the full legal right and power and all
authority  and  approval  required  to  enter  into,  execute  and  deliver this
Agreement  and  to perform fully such Seller's respective obligations hereunder,
and  this  Agreement  is  the  valid  and  binding  obligation  of  each  Seller
enforceable  in  accordance  with  its terms, except to the extent that: (a) the
enforceability  hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws  now  or  hereafter  in  effect relating to
creditors'  rights  and  remedies  generally,  (b)  the  remedies  of  specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and general principles of equity and to the discretion of the
court  before  which  any  proceeding therefor may be brought, and (c) rights to
indemnity  and  contribution  hereunder,  if  any,  may  be limited by state and
federal  laws  or  the  public  policy  underlying  such  laws.

2.3      NO CONFLICT. Neither the execution and delivery of this Agreement,
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nor  the  consummation  of the transactions contemplated by this Agreement will:
(a)  conflict  with, or result in a breach of, or constitute a default under (i)
in  the case of any entity, its organizational documents; (ii) any instrument or
agreement  to
which  any  Seller  is  a  party,  or by which any Seller is bound; or (iii) any
governmental  decree, order, ruling, writ, permit or license to which any Seller
is  a  party  or by which any Seller may be bound; (b) violate any law, statute,
rule  or  regulation  applicable  to any Seller or the transactions contemplated
hereby;  or (c) require the consent of any governmental or administrative agency
or  any  party  to  any  contract to which any Seller is a party or by which any
Seller  may  be  bound.

2.4     BROKER'S  FEES. None of the Sellers has employed any broker or finder or
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incurred  any  liability  for any broker's fees, commissions or finder's fees in
connection  with  any  of  the  transactions  contemplated  by  this  Agreement.

2.5     INVESTMENT  INTENT.  Each of the Sellers are acquiring Buyer Shares
        ------------------
for  investment
only  and  not with a view to further distribution and do not have, and will not
have  on  the  Closing  Date,  any  commitment  for  the  sale  of  such shares.

       ARTICLE  III

   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     The  Company  hereby  represents  and  warrants  to  Buyer  as  follows:

3.1     ORGANIZATION.  The  Company  is, and on the Closing Date will be, a
        ------------
duly  organized and validly existing corporation in good standing under the laws
of  the  State  of  New  York.

3.2    CAPITALIZATION.  The  authorized  capital stock of the Company
       --------------
consists  of  200  Company  Shares.
  As  of  the  date  of  this  Agreement,  150  Company  Shares  are  issued and
outstanding  and  no  Company  Shares are held in treasury. There are no Company
Shares  reserved  for  issuance  upon the exercise of outstanding stock options,
warrants or similar rights. All of the outstanding Company Shares have been duly
authorized  and  validly  issued,  are  fully  paid,  non-assessable and free of
preemptive  rights,  and  are  registered  in the names of the Sellers, free and
clear  of  all  actual  liens and encumbrances. There are no, and on the Closing
Date  there  will be no, issued or outstanding subscriptions, options, warrants,
calls,  commitments  or  agreements of any character calling for the purchase or
issuance  of any shares of Company Common Stock, or any other equity security of
the  Company  or  any securities representing the right to purchase or otherwise
receive  any  shares of Company Common Stock or any other equity security of the
Company.

3.3     AGREEMENT:AUTHORITY. The Company has, and on the Closing Date will have,
        -------------------
the  power  and  authority  to  enter  into this Agreement and to consummate the
transactions  contemplated  thereby.  This  Agreement  and  the  transactions
contemplated  hereby have been, or on or prior to the Closing Date will be, duly
approved  by  appropriate  corporate  action  of  the  Company.

3.4     AGREEMENT:  ENFORCEABILITY.  This  Agreement  has  been duly authorized,
        --------------------------
executed  and  delivered  by  the  Company  and  is  a legally valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  except  to the extent that: (a) the enforceability hereof may be limited
by  bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights and remedies generally, (b)
the remedies of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and general principles of equity and
to  the  discretion  of  the  court  before which any proceeding therefor may be
brought,  and (c) rights to indemnity and contribution hereunder, if any, may be
limited  by  state  and  federal laws of the public policy underlying such laws.

3.5     NO  CONFLICT.  Neither the execution and delivery of this Agreement, nor
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the  consummation  of  the transactions contemplated by this Agreement will: (a)
conflict  with,  or result in a breach of, or constitute a default under (i) the
Company's  charter  or  bylaws,  (ii)  any  instrument or agreement to which the
Company  is  a party, or by which it is bound; or (iii) any governmental decree,
order,  ruling,  writ,  permit  or license to which the Company is a party or by
which the Company may be bound; (b) violate any law, statute, rule or regulation
applicable  to  the Company or the transactions contemplated hereby; (c) require
the consent of any governmental or administrative agency or any other person not
a  party  hereto;  or  (d)  require  the  consent  of any party to any contract,
agreement  or commitment to which the Company is a party or by which the Company
may  be bound, or result in a default under or an acceleration of any obligation
under  any  such  contract,  agreement  or  commitment.

3.6     SUBSIDIARIES.  The  Company has, and on the Closing Date will have,
        ------------
no  subsidiaries.

3.7     DOING  BUSINESS.  The Company is, and on the Closing Dates will be,
        ---------------
duly  authorized,  qualified  and  licensed  under  any and all applicable laws,
regulations,  ordinances  or  orders  of  public  authorities  to carry on their
respective  businesses in the places and in the manner as presently conducted or
as contemplated in this Agreement, except where the failure to be so authorized,
qualified  or  licensed  would  not  have  a  materially adverse effect upon the
business  of  the  Company.

3.8     FINANCIAL  STATEMENTS.  The  financial  statements  of the Company,
        ---------------------
consisting  of  Balance Sheets as of December 31, 2000, (un-audited) and related
Statement  of  Operations,  Statement of Cash Flows, and Statement of Changes in
Shareholders'  Equity  for  the  years  ended  December  31,  2000, (un-audited)
together  with  the accompanying notes, have been prepared by independent public
accountants. All such financial statements (collectively, the "Company Financial
Statements")  were  prepared  in  conformity  with generally accepted accounting
principles,  have  been  delivered  to  Buyer,  and fairly present the financial
position  and  results  of operations of the Company as of the dates and for the
periods  shown.

3.9      NO  ADVERSE  CHANGE.  Except  as  set forth in Schedule 3.9, since
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December  31,  2000,  the  business of the Company has only been operated in the
normal  course.  There has not been, and on the Closing Date there will not have
been, any material adverse change in the financial condition of the Company from
that  set  forth  in  the  Company Financial Statements dated December 31, 2000.

3.10     LIABILITIES.  Except  as  set forth on Schedule 3.10 hereof, there are,
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and  on  the Closing Date will be, no liabilities (including, but not limited to
tax  liabilities)  or  claims  against  the Company (whether such liabilities or
claims  are  contingent  or absolute, direct or indirect, matured or un-matured)
not  appearing  on  the  Company  Financial  Statements,  other than liabilities
incurred  in  the  ordinary course of business or taxes accrued or incurred with
regard  to earnings since December 31, 2000 or liabilities for expenses incurred
in  connection  with  this  Agreement.

3.11     TAXES.  Except  as set forth on Schedule 3.11 hereof, all federal,
         -----
state,  county and local income, excise, property and other tax returns required
to  be  filed  by  the  Company  have been filed and all required taxes, fees or
assessments  have  been  paid or an adequate reserve therefor has been set up in
the Company Financial Statements. No income tax returns of the Company have ever
been  audited  by  any  authority empowered to do so. There are no agreements or
waivers  in  effect  that provide for an extension of time for the filing of any
tax  returns  by  the  Company or the assessment of any tax against the Company.

3.12     TITLE;  PROPERTY;  REAL  PROPERTY.  The  Company  has,  and on the
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Closing  Date  will  have,  all  legal  and  beneficial  ownership of all of its
material  real  property, furniture, fixtures and equipment excluding any leased
real  property, furniture, fixtures and equipment. Such assets (excluding leased
assets)  are  owned  free  and  clear of all security interests, pledges, liens,
restrictions  and encumbrances of every kind and nature, except as stated in the
Company  Financial  Statements. Company does not own any real property. All real
property  under  lease  to  or  otherwise  used by Company is in good condition,
ordinary wear and tear excepted, and is sufficient for the current operations of
Company.  No  such real property, nor the occupancy, maintenance or use thereof,
is  in  violation  of,  or  breach or default under, any contract or law, and no
notice  or  threat  from  any lessor, governmental body or other Person has been
received by Company or served upon any such real property claiming any violation
of,  or breach, default or liability under, any contract or law, or requiring or
calling  attention  to the need for any work, repairs, construction, alteration,
installations  or environmental remediation. Company has not placed or caused to
be placed, and to the best knowledge and belief of Company there were not and/or
are  not,  any  Hazardous  Substances in, on, under or migrating from any of the
real  property  of  Company.  "Hazardous Substances" means any substance, waste,
contaminant, pollutant or material that has been determined by any United States
federal  government authority, or any state or local government authority having
jurisdiction  over  the  Real  Property of Charles Booth, Inc., to be capable of
posing  a  risk  of  injury  or  damage  to  health,  safety,  property  or  the
environment,  including,  but  not  limited  to,  (a)  all  substances,  wastes,
contaminants,  pollutants  and  materials  defined,  designated  or regulated as
hazardous,  dangerous  or toxic pursuant to any Law of any state in which any of
the leased or owned Real Property of Buyer or Company, as applicable, is located
or any United States Law, and (b) asbestos, polychlorinated biphenyls ("PCB's"),
petroleum,  petroleum  products  and  urea  formaldehyde.

3.13     TITLE;  INVENTOR.  The  Company  has, and on the Closing Date will
         ----------------
have,  all  legal  and beneficial ownership of its inventory as set forth in the
Company  Financial  Statements,  except  for (a) inventory sold or leased in the
ordinary  course  of business since the date of the Company Financial Statements
and  (b)  inventory  provided  to  the  Company  by  certain  suppliers  under
arrangements  pursuant  to  which  title does not pass until the amounts owed to
such  suppliers  are paid in full. All of the Company's inventory is saleable in
the  ordinary  course  of  business.

3.14     ACCOUNTS  RECEIVABLE.  The accounts receivable as set forth in the
         --------------------
Company  Financial Statements, except to the extent already collected, represent
amounts  due  for goods sold or services rendered by the Company in the ordinary
course  of business. Except to the extent of any reserve allowed therefor in the
Company  Financial Statements, such accounts receivable, to the knowledge of the
Company,  are  fully  collectible  in  the  ordinary  course  of  business.

3.15     CONTRACTS  AND COMMITMENTS. The Company is not, and on the Closing Date
         --------------------------
will  not be, and to the knowledge of the Company, each such other party to each
of  such  agreements,  contracts  or  commitments  is  not, in default under any
material  agreement, contract or commitment to which the Company is a party, the
result  of  which  breach would have a materially adverse effect on the Company.
True  and  complete  copies  of  all  employment agreements or arrangements with
employees  of  the  Company  have  been  made  available  to  Buyer.

3.16     LITIGATION.Except as disclosed in Schedule 3.16 hereof, there are,
         -----------
and  on  the  Closing  Date there will be, no material claims, actions, suits or
proceedings pending, or to the best knowledge of the Company, threatened against
the  Company.

3.17     COMPENSATION  AND  LOANS.  Except  as  disclosed in Schedule 3.17,
         ------------------------
since  December  31, 2000 there have been, and on the Closing Date there will be
(i)  no  bonuses  or unusual compensation to any of the officers or directors of
the  Company  which  are inconsistent with past practices, (ii) no loans made to
any  of  the  officers  or  directors  of  the  Company,  (iii) except as may be
consistent  with past practices, no dividends or other distributions declared or
paid  by the Company, and (iv) no repurchase by the Company of any of its shares
of  capital  stock.

3.18     ADDITIONAL  ISSUANCES  OF  EQUITY. Except as set forth in Schedule
         ---------------------------------
3.18,  since December 31, 2000 or as otherwise disclosed herein, the Company has
not  issued or committed itself to issue, and to the Closing Date will not issue
or  commit itself to issue, any additional common shares or any options, rights,
warrants or other securities or instruments convertible into or exchangeable for
common  shares,  except  as  disclosed  in  or  contemplated  by this Agreement.

3.19     BROKER'S  FEES.  Except as set forth on Schedule 3.19, neither the
         --------------
Company, nor any of its officers or directors, has employed any broker or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection  with  any  of  the  transactions  contemplated  by  this  Agreement.

3.20     INSURANCE.  The  Company  has,  and on the Closing Date will have,
         ---------
coverage  (which to its knowledge is adequate) against accident, damage, injury,
third  party loss (including product liability), loss of profits and other risks
normally  insured by persons carrying on the same business as that carried on by
it.

3.21     PATENTS,  ETC.  Except  as  set  forth  in  Schedule 3.21: (a) the
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Company  has  the  right  to  use  all patents, patent applications, trademarks,
trademark  registrations,  or  applications  therefor,  tradenames,  copyrights,
copyright  registrations  or  applications  therefor,  specialized knowledge and
trade  secrets hereto (collectively "Company Intellectual Property") which it is
currently  using  in  the manner in which it is currently being used; (b) to the
Company's  knowledge,  neither the Company Intellectual Property nor the current
uses  thereof  by  the  Company is violating or infringing upon any intellectual
property  right  of  any person and no claim to such effect has been made to the
Company;  and  (c)  to  the Company's knowledge, no other person is violating or
infringing  upon  any  of  the  Company  Intellectual  Property.

3.22     BUSINESS  CONDUCT.  The  Company has, and on the Closing Date will
         -----------------
have,  operated  its  business  and conducted its affairs in compliance with all
applicable  laws,  rules  and regulations of the United States, the State of New
York and all jurisdictions in which it now carries on business, except where the
failure  to so comply would not have a materially adverse effect on the Company.

3.23     AFFILIATED  TRANSACTIONS. There are, and on the Closing Date there
         ------------------------
will be, no loans, leases or other contracts or arrangements outstanding between
(i) the Company, on the one hand, and (ii) any stockholder, officer, director or
key  employee of the Company, or any person related to any of them, on the other
hand,  except  as  set  forth  in  Schedule  3.15  or Schedule 3.23 hereto or as
contemplated  by  the  Agreement.

3.24     SANCTIONS.  During  the  past  five-year  period,  no  officer  or
         ---------
director  of the Company, and no person whom Sellers shall appoint as a director
of  Buyer  pursuant  to  Section  5.1  hereof,  has  been  the  subject  of:

3.24.1 a petition for bankruptcy or other relief under United States insolvency
or  creditor's  rights laws, nor has a receiver, fiscal agent or similar officer
been  appointed  by  a court for the business or property of such person, or any
partnership  in which he was a partner at or within two years before the time of
such  filing or appointment, or any corporation or business association of which
he  was  an  executive  officer  at  or within two years before the time of such
filing  or  appointment;

3.24.2  a  conviction  in  a criminal proceeding or a named subject of a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

3.24.3  any  order,  judgment  or  decree,  not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining him from, or otherwise limiting, the following activities:

(i)  Acting  as  a  futures  commission  merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant,  any  other  person  regulated  by the United States Commodity Futures
Trading  Commission  or  an  associated person of any of the foregoing, or as an
investment  adviser,  underwriter,  broker  or  dealer  in  securities, or as an
affiliated person, director or employee of any investment company, bank, savings
and  loan  association  or  insurance  company, or engaging in or continuing any
conduct  or  practice  in  connection  with  activity;

(ii)  Engaging  in  any  type  of  business  practice;  or

(iii)  Engaging  in  any activity in connection with the purchase or sale of any
security  or  commodity or in connection with any violation of federal, state or
other  securities  laws  or  commodities  laws.

3.24.4  any order, judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  federal,  state or local authority barring, suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any  activity described in the preceding sub-paragraph, or to be associated with
persons  engaged  in  any  such  activity;

3.24.5  a  finding  by a court of competent jurisdiction in a civil action or by
the  United  States  Securities  and  Exchange  Commission  to have violated any
securities  law,  and  the  judgment  in  such  civil  action or finding by such
Commission  has  not  been  subsequently  reversed,  suspended  or  vacated;  or

3.24.6  a  finding  by a court of competent jurisdiction in a civil action or by
the  Commodity  Futures  Trading  Commission  to  have  violated  any  federal
commodities  law,  and  the  judgment  in  such  civil  action or finding by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended  or  vacated.

3.25     EMPLOYEE  BENEFIT PLANS. Except as set forth in Schedule 3.25, the
         -----------------------
Company  has  no  pension plan, profit sharing or similar employee benefit plan.

3.26     QUESTIONABLE  PAYMENTS.  Neither  the  Company, nor any current or
         ----------------------
former  shareholder,  partner,  director  or  officer  of  it  has  (a) used any
corporate  funds  for  any  illegal contributions, gifts, entertainment or other
unlawful  expenses  relating to political activity; (b) used any corporate funds
for  any  direct  or  indirect  unlawful  payments  to  any  foreign or domestic
government officials or employees; (c) established or maintained any unlawful or
unrecorded  fund  of  corporate  monies  or  other assets; (d) made any false or
fictitious  entries on such corporation's books and records; (e) made any bribe,
rebate,  payoff,  influence  payment,  kickback or other unlawful payment of any
nature using corporate funds or otherwise on behalf of the Company; (f) violated
any  provision  of  the Foreign Corrupt Practices Act of 1977, if applicable; or
(g)  made  any  material  favor or gift that is not deductible for United States
income tax purposes using corporate funds or otherwise on behalf of the Company.

3.27       NON  DILUTION.   No  action  shall  be  taken  by  the Company or its
shareholders  upon
their  assumption  of  control  of  the  Buyer which shall materially dilute the
existing  shareholders  of  Buyer,  except  for  bona-fide employee stock option
plans, for a period of eighteen months from the date the shares are eligible for
trading  on the OTC Bulletin Board including specifically the issuance of shares
under  any form of S-8 Registration without the prior written consent of current
company  management  through  Daniel  Motsinger  and  Jerry  Conka.

3.28      PUBLIC RELATIONS, INVESTOR RELATIONS.  Buyer covenants and agrees
to  retain  Pathfinder  Group as it investor relations and public relations firm
for  a  period of not less than 2 years, or, if the Company is dissatisfied with
Pathfinder  Group  after  its initial contract term of one year, it shall retain
other  suitable investor relations and public relations firm(s) to insure public
information  is  disseminated  about  the  company.

          ARTICLE  IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  hereby  represents  and  warrants  to the Sellers and the Company as
follows:

4.1     ORGANIZATION.  Buyer  is,  and  on the Closing Date will be, a duly
        ------------
organized  and  validly  existing corporation in good standing under the laws of
the  State  of  Nevada.

4.2     CAPITALIZATION.  The  authorized capital stock of Buyer consists of
        --------------
50,000,000  Buyer  Shares. As of the date of this Agreement, there are 2,806,500
Buyer  Shares  issued  and  outstanding, and no Buyer Shares are held in Buyer's
treasury. On the Closing Date (after giving effect to the Stock Exchange and the
Subscriptions)  there  will be 9,595,500 Buyer Shares issued and outstanding and
no  Buyer  Shares  will  be  held in Buyer's treasury. There are no Buyer Shares
reserved  for  issuance upon the exercise of outstanding stock options, warrants
or  similar  rights.  All  issued  and  outstanding  Buyer Shares have been duly
authorized  and  validly  issued  and are fully paid, non-assessable and free of
preemptive  rights.  There  are  no,  and  on the Closing Date there will be no,
issued  or  outstanding  subscriptions, options, warrants, calls, commitments or
agreements  of  any character calling for the purchase or issuance of any shares
of  Buyer  common  stock or any other equity security of Buyer or any securities
representing  the  right  to  purchase  or otherwise receive any shares of Buyer
common stock or any other equity security of Buyer. All outstanding Buyer Shares
have  been  issued  in  compliance  with applicable Federal and state Securities
Laws.  No  shareholders  of the Company have a right to receive dividends and no
unpaid  dividends  are  due  and owing with regard to the Buyer's capital stock.

4.3     AGREEMENT; AUTHORITY. Buyer has, and on the Closing Date will have,
        --------------------
power  and  authority  to  enter  into  this  Agreement  and  to  consummate the
transactions  contemplated  hereby.  This  Agreement  and  the  transactions
contemplated  hereby have been, or on or prior to the Closing Date, will be duly
approved  by  appropriate  corporate  action  of  Buyer.

4.4    AGREEMENT:  ENFORCEABILITY. This Agreement has been duly authorized,
       --------------------------
executed  and delivered by Buyer and is a legally valid and binding agreement of
Buyer,  enforceable  against  Buyer  in accordance with its terms, except to the
extent  that:  (a)  the  enforceability  hereof  may  be  limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and remedies generally, (b) the remedies of
specific  performance  and injunctive and other forms of equitable relief may be
subject  to  equitable  defenses  and  general  principles  of equity and to the
discretion of the court before which any proceeding therefor may be brought, and
(c)  rights  to  indemnity and contribution hereunder, if any, may be limited by
state  and  federal  laws  of  the  public  policy  underlying  such  laws.

4.5     DOING  BUSINESS.  Buyer  is,  and  on the Closing Date will be duly
        ----------------
authorized,  qualified  and  licensed  under  any  and  all  applicable  laws,
regulations, ordinances or orders of public authorities to carry on its business
in  the  places  and  in the manner as presently conducted or as contemplated in
this  Agreement,  except  where  the  failure  to be so authorized, qualified or
licensed  would not have a materially adverse effect upon the business of Buyer.
The  business  of  Buyer  does  not require it to be registered as an Investment
Company  or  Investment  Advisor  as such terms are defined under the Investment
Company  Act  and  the  Investment  Advisor  Act  of  1940,  respectively.

4.6     NO  CONFLICT.  Neither the execution and delivery of this Agreement, nor
        ------------
the  consummation  of  the transactions contemplated by this Agreement will: (a)
conflict  with,  or  result  in  a  breach of, or constitute a default under (i)
Buyer's  charter or bylaws, (ii) any instrument or agreement to which Buyer is a
party, or by which it is bound; or (iii) any governmental decree, order, ruling,
writ,  permit  or  license  to  which  Buyer is a party or by which Buyer may be
bound;  (b)  violate any law, statute, rule or regulation applicable to Buyer or
the  transactions  contemplated  hereby;  (c)  require  the  consent  of  any
governmental or administrative agency or any other person not a party hereto; or
(d) require the consent of any party to any contract, agreement or commitment to
which  Buyer  is  a party or by which Buyer may be bound, or result in a default
under or an acceleration of any obligation under any such contract, agreement or
commitment.

4.7     SUBSIDIARIES.  Buyer  has,  and  on  the Closing Date will have, no
        ------------
subsidiaries.

4.8     FINANCIAL  STATEMENTS.  The  audited  financial  statements  of  Buyer,
        ---------------------
consisting  of  its
Balance  Sheet  as  of  December 31, 2000 and 1999, and its Statement of Income,
Statement  of  Stockholders'  Equity  and  Statement of Cash Flows for the years
ended  December  31,  2000 and 1999, together with accompanying notes, have been
audited  by  independent  public  accountants  whose  report  thereon is without
qualification.  The  unaudited  financial statements of Buyer, consisting of its
Balance  Sheet  as  of  June  30,  2001  its  Statement  of Income, Statement of
Stockholders' Equity and Statement of Cash Flows for the three months ended June
30,  2001,  together with accompanying notes, have been prepared by the officers
of Buyer, and have been adjusted for all normal and recurring accruals necessary
for  a  fair  presentation thereof. All such financial statements (collectively,
the  "Buyer  Financial  Statements")  have  been  prepared  in  accordance  with
generally  accepted  accounting  principles, have been delivered to the Company,
and fairly present the financial condition and results of operations of Buyer as
of  the  dates  and  for  the  periods  shown.

     4.9     NO  ADVERSE  CHANGE. Since December 31, 2000, the business of Buyer
             -------------------
has  only  been  operated  in  the normal course. There has not been, and on the
Closing  Date  there  will  not  have  been,  any material adverse change in the
financial  condition  of  Buyer  from  that  set  forth  in  the Buyer Financial
Statements  dated  December  31,  2000.

4.10    LIABILITIES.  There  are,  and  on  the  Closing  Date  will be, no
        -----------
liabilities  (including,  but  not limited to tax liabilities) or claims against
Buyer  (whether such liabilities or claims are contingent or absolute, direct or
indirect, matured or unmatured) not appearing on the Buyer Financial Statements,
other  than  liabilities  incurred  or  made in the ordinary course of business,
taxes  incurred  with regard to earnings since December 31, 2000, or liabilities
for  expenses  incurred  in  connection  with  this  Agreement.

4.11    TAXES.  All  federal,  state,  county  and  local  income,  excise,
        -----
property and other tax returns required to be filed by Buyer have been filed and
all  required  taxes,  fees or assessments have been paid or an adequate reserve
therefor  has  been  set  up  in  the  Buyer Financial Statements. No income tax
returns  of  Buyer  have  ever been audited by any authority empowered to do so.
There  are  no  agreements or waivers in effect that provide for an extension of
time  for  the  filing  of any tax returns by Buyer or the assessment of any tax
against  Buyer.

4.12    TITLE;  PROPERTY;  REAL  PROPERTY.  Except as set forth on Schedule
        ---------------------------------
4.12  hereof,  the  Buyer  has, and on the Closing Date will have, all legal and
beneficial  ownership  of  all  of  its  real  property, furniture, fixtures and
equipment excluding any leased real property, furniture, fixtures and equipment.
Such  assets  (excluding leased assets) are owned free and clear of all security
interests,  pledges,  liens,  restrictions  and  encumbrances  of every kind and
nature,  except  as stated in the Buyer Financial Statements. Buyer does not own
any  real property. Schedule 4.12 is a detailed list of all real property leased
by  Buyer,  showing  location, rental cost and landlord. All real property under
lease to or otherwise used by Buyer is in good condition, ordinary wear and tear
excepted,  and  is  sufficient for the current operations of Buyer. No such real
property,  nor the occupancy, maintenance or use thereof, is in violation of, or
breach  or  default under, any contract or law, and no notice or threat from any
lessor,  governmental  body or other Person has been received by Buyer or served
upon  any  such  real  property claiming any violation of, or breach, default or
liability  under,  any contract or law, or requiring or calling attention to the
need  for  any  work,  repairs,  construction,  alteration,  installations  or
environmental  remediation.  Buyer has not placed or caused to be placed, and to
the  best  knowledge  and  belief  of  Buyer  there were not and/or are not, any
Hazardous Substances in, on, under or migrating from any of the real property of
Buyer.

4.13    CONTRACTS AND COMMITMENTS.  Buyer has, and on the Closing Date will
        -------------------------
have, no agreements, contracts and commitments to which it is, or on the Closing
Date  will  be a party, except as described in Schedule 4.13. A true and correct
copy  of  each  such agreement, contract or commitment has been delivered to the
Company. Buyer is not, and on the Closing Date will not be, and to the knowledge
of  Buyer,  each  such  other  party  to  each  of such agreements, contracts or
commitments is not, in default under any such agreement, contract or commitment,
the  result  of  which  breach  would have a materially adverse effect on Buyer.
Buyer  has  delivered to Company a true and correct copy of the Joint Rescission
of  Stock  Purchase  and  Acquisition  Agreement  between Buyer and Telnet World
Communications,  Inc.  (''Telnet") dated August 10, 2000 pursuant to which Buyer
and  Telnet  rescinded  the  transactions  contemplated  by  the  Stock Purchase
Agreement  and  Plan  of  Reorganization  dated April 19, 2000 between Buyer and
Telnet (the "Telnet Agreement") and have restored Buyer and Telnet to the status
quo  as of immediately prior to entering into the Telnet Agreement. Buyer has no
claim,  liability  or  obligation  based  upon  or  resulting  from  the  Telnet
Agreement.

4.14     LITIGATION.There  are, and on the Closing Date will be, no claims,
         -----------
actions,  suits  or  proceedings,  pending,  or  to the best knowledge of Buyer,
threatened  against  Buyer.

4.15    COMPENSATION AND LOANS. Except as disclosed in Schedule 4.15, since
        ----------------------
December  31,  2000,  there  have  been, and on the Closing Date will be, (i) no
salaried  or  otherwise  compensated  employees, officers or directors of Buyer,
(ii)  no  loans  made to any officer or director of Buyer, (iii) no dividends or
other  distributions  declared or paid by Buyer, and (iv) no repurchase by Buyer
of  any  shares  of  capital  stock.

4.16    ADDITIONAL  ISSUANCES  OF  EQUITY.  Except as set forth on Schedule
        ----------------------------------
4.16  hereof,  since December 31, 2000, Buyer has not issued or committed itself
to  issue,  and to the Closing Date will not issue or commit itself to issue any
additional common shares or any options, rights, warrants or other securities or
instruments  convertible  into  or  exercisable  for  common  shares,  except as
contemplated  by  this  Agreement.

4.17    INVESTMENT INTENT. Buyer is acquiring Company Shares for investment
        -----------------
only and not with a view to further distribution and does not have, and will not
have  on  the  Closing  Date, any commitment for the disposition of such shares.

4.18    PATENTS,  ETC.  Buyer  has  no  patents, patent applications, trademark,
        -------------
trademark  registrations,  tradenames,  copyrights,  copyright  registrations or
applications  therefor.  Buyer  has not infringed and is not infringing upon any
intellectual  property  right  of  any  person.

4.19    BUSINESS  CONDUCT.  The  Company  has, and on the Closing Date will
        -----------------
have,  operated  its  business  and conducted its affairs in compliance with all
applicable laws, rules and regulations of the United States, the State of Nevada
and  all jurisdictions in which it now carries on its business, except where the
failure  to  so  comply  would  not  have  a materially adverse effect on Buyer.

4.20    AFFILIATED  TRANSACTIONS.  There are, and on the Closing Date there
        ------------------------
will  be  no  loans, leases or other contracts outstanding between Buyer and any
officer or director of Buyer or any person related to any officer or director of
Buyer.

4.21     SANCTIONS.  During  the past five year period, except as set forth
         ---------
on  Schedule  4.21,  to  the  best  of  the knowledge, information and belief of
current  officers  and  directors,  no officer or director of Buyer has been the
subject  of:

4.21.1  a  petition under the federal bankruptcy laws or any other insolvency or
creditor's rights laws, nor has a receiver, fiscal agent or similar officer been
appointed  by  a  court  for  the  business  or  property of such person, or any
partnership  in which he was a general partner at or within two years before the
time  of  such filing or appointment, or any corporation or business association
of  which  he was an executive officer at or within two years before the time of
such  filing  or  appointment;

4.21.2  a  conviction  in  a criminal proceeding or a named subject of a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

4.21.3  any  order,  judgment or decree, not subsequently reversed, suspended or
vacated,  of  any  court  of  competent jurisdiction, permanently or temporarily
enjoining  him  from,  or  otherwise  limiting,  the  following  activities;

(i)  Acting  as  a  futures  commission  merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant,  any  other  person  regulated  by the United States Commodity Futures
Trading  Commission  or  an  associated person of any of the foregoing, or as an
investment  adviser,  underwriter,  broker  or  dealer  in  securities, or as an
affiliated person, director or employee of any investment company, bank, savings
and  loan  association  or  insurance  company, or engaging in or continuing any
conduct  or  practice  in  connection  with  activity;

(ii)  Engaging  in  any  type  of  business  practice;  and

(iii)  Engaging  in  any activity in connection with the purchase or sale of any
security  or  commodity or in connection with any violation of federal, state or
other
securities  laws  or  commodities  laws.

4.21.4  any order, judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  federal,  state or local authority barring, suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any  activity described in the preceding sub-paragraph, or to be associated with
persons  engaged  in  any  such  activity;

4.21.5  a finding by a court of competent jurisdiction in a civil action or
by  the  United  States  Securities and Exchange Commission to have violated any
securities  law,  and  the  judgment  in  such  civil  action or finding by such
Commission  has  not  been  subsequently  reversed,  suspended  or  vacated;  or

4.21.6  a  finding  by a court of competent jurisdiction in a civil action or by
the  Commodity  Futures  Trading  Commission  to  have  violated  any  federal
commodities  law,  and  the  judgment  in  such  civil  action or finding by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended  or  vacated.

4.22    BUYER REPRESENTATION. Buyer has not taken and will not take, and to
        --------------------
its  knowledge,  no  officer,  director  or  shareholder  has taken, directly or
indirectly,  any  action  designed  to, or which has constituted, or which might
reasonably  be  expected  to,  cause  or result in any violations of the federal
securities  laws  with  regard  to  Buyer  or  its  securities.

4.23    EMPLOYEE  BENEFIT  PLANS. Buyer has no pension plan, profit sharing
        ------------------------
or  similar  employee  benefit  plan.

4.24    BROKER'S FEES. Neither Buyer, nor any of its officers or directors,
        -------------
has  employed  any  broker  or finder or incurred any liability for any broker's
fees,  commissions  or  finder's fees in connection with any of the transactions
contemplated  by  this  Agreement.

4.25    QUESTIONABLE  PAYMENTS.  Neither  Buyer,  nor any current or former
        ----------------------
shareholder,  partner,  director or officer of Buyer, has (a) used any corporate
funds  for  any  illegal  contributions,  gifts, entertainment or other unlawful
expenses  relating  to  political activity; (b) used any corporate funds for any
direct  or  indirect  unlawful  payments  to  any foreign or domestic government
officials  or  employees;  (c)  violated  any  provision  of the Foreign Corrupt
Practices  Act of 1977; (d) established or maintained any unlawful or unrecorded
fund  of  corporate  monies  or  other  assets; (e) made any false or fictitious
entries  on  such  corporation's  books and records; (f) made any bribe, rebate,
payoff,  influence  payment,  kickback  or  other unlawful payment of any nature
using  corporate funds or otherwise on behalf of Buyer; or (g) made any material
favor  or  gift  that  is  not  deductible for federal income tax purposes using
corporate  funds  or  otherwise  on  behalf  of  Buyer.

4.26    EXCHANGE  ACT  REPRESENTATIONSAt  Closing, the Buyer Shares will be
        ------------------------------
registered  under  the  Securities  Exchange  Act of 1934, as amended ("Exchange
Act").  Buyer  has previously delivered to the Company true and complete copies,
including  exhibits  and,  as  applicable,  amendments  thereto,  of  its  (i)
Registration  Statement  on  Form  10-SB  filed  under  the  Exchange  Act; (ii)
Quarterly  Reports  on Form 10Q-SB for the quarter ended March 31, 2000 and June
30,  2000,  and  (iii) copies of all material correspondence with the Securities
and  Exchange  Commission, the NASD, the OTC and state blue sky commissions. All
such  documents referred to herein, and the documents referred to in Section 5.2
(collectively,  the  "SEC Documents"), at the time filed with the Securities and
Exchange  Commission  ("SEC")  complied,  or  will comply in the case of the SEC
Documents  referred  to in Section 5.2, with the Exchange Act and all applicable
rules  and  regulations  of  the  SEC  and  were  timely  filed (except that the
Quarterly  Reports  on  Form 10-Q for the quarters ended March 31, 2000 and June
30,  2000 were not timely filed), or will be timely filed in the case of the SEC
Documents  referred to in Section 5.2. No SEC Document, as of the date of filing
or  the  effective  date,  as the case may be, or as of any subsequent date when
Buyer  was required to amend, supplement or update any such document (regardless
of  whether  it  did  so),  contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary in
order  to make the statements therein, in light of the circumstances under which
they  are  made,  not misleading.  Buyer represents and warrants that all 10-Q's
10-k's and other applicable SEC filings will be filed and up to date at Closing.
Buyer  represents  and warrants that the Seller is a fully reporting company, as
that  term  is  commonly  used  and  will  be  at  the  time  of  Closing.

                                    ARTICLE V

                            COVENANTS OF THE PARTIES

5.1         BUYER  SPECIAL BOARD MEETING. On the Closing Date, Buyer shall cause
            ----------------------------
a  special  meeting  of  the
Board  of  Directors  of Buyer to be held, at which meeting: (i) the size of the
Board  of  Directors  of  Buyer  shall be set at three (3) or more members, (ii)
three  (3)  designees  of  the Company including Charles Booth, Ted Kramer and a
party  to  be  named  later, shall be appointed as new directors of Buyer, (iii)
resignations  from all of the present officers, directors and employees of Buyer
which  shall have been tendered prior to the Closing Date shall be accepted, and
(iv)  the  name  of  Buyer  shall  be charged to "Charles Booth Inc." (the "Name
Change"),  subject  to  shareholder  approval.  In  addition, Mr. Booth shall be
appointed  as Chairman of the Board and Chief Executive Officer of Buyer.  Buyer
shall  solicit  approval  of  the  Name  Change  by consent of a majority of the
shareholders  of  Buyer  without  a meeting ("Shareholder Consent"). Buyer shall
prepare  the  information  required by Rule 14f-1 and Regulation 14C promulgated
under  the  Exchange  Act  (the  "Rule  14f-1 Statement"), subject to review and
approval  by  the Company, and at least ten days prior to the Closing Date shall
file the Rule 14f-1 Statement with the SEC and transmit the Rule 14f-1 Statement
to  all  stockholders  of  record.

5.2     SEC DOCUMENTS. Buyer covenants and agrees that prior to the Closing
        -------------
Date,  it  shall file the Rule 14f-1 Statement, all reports and filings required
to  be  filed  by  Buyer  under  Sections  13, 14 and 15(d) of the Exchange Act,
together with all other reports and filings necessary to have available "current
public  information"  as  defined  in  Rule  144 under the rules and regulations
promulgated  under  the  Securities  Act.  Buyer  knows of no reports or filings
required  to  be  filed by officers, directors, shareholders or their affiliates
under  the  Exchange  Act  which  have  not  been  filed.

5.3     NEGATIVE COVENANTS OF BUYER. Buyer agrees that from the date hereof
        ---------------------------
to  the  Closing Date, without the prior written consent of Sellers, Buyer shall
not:  (i) amend, modify, change or terminate any provision of its certificate of
incorporation  or  bylaws, (ii) create or assume any claim, lien or encumbrances
upon  any  of  its  business  or  assets,  (iii)  incur  any debt, obligation or
liability,  (iv)  make  any  loan or advance, (v) assume, guarantee or otherwise
become  liable  for any debt, obligation or liability of any Person, (vi) commit
for  any  capital expenditure, (vii) purchase, lease, sell, abandon or otherwise
acquire  or  dispose of any business or assets, (viii) waive any right or cancel
any  debt  or  claim,  (ix) assume or enter into any contract or agreement other
than this Agreement (and any other agreement contemplated herein), (x) increase,
or  authorize  an  increase in, the compensation or benefits paid or provided to
any  of  their  directors,  officers,  employees,  salesmen,  agents  or
representatives,  (xi)  permit  or  cause  a  breach or default under any of its
contracts,  insurance  policies,  licenses or permits, (xii) adopt or enter into
any  new  employee  benefit  plan  or modify any existing employee benefit plan,
(xiii)  participate  in any merger, consolidation or reorganization, (xiv) begin
to  engage  in  any  new type of business, (xv) acquire the business or any bulk
assets of any other Person, (xvi) completely or partially liquidate or dissolve,
(xvii)  terminate  any  part  of their business, (xviii) issue or sell any Buyer
Shares,  redeem,  retire or purchase any Buyer Shares, or create, grant or issue
any options, warrants or other contracts or Contract Rights with respect to, any
Buyer  Shares,  or  any  other  capital  stock  or other securities of Buyer, or
create,  grant  or  issue  any stock options, stock appreciation rights, phantom
shares  or other similar rights or (xviii) do anything else outside the ordinary
course  of  their  business  consistent  with its past practices, whether or not
specifically  described  in  any  of  the  foregoing  clauses.

5.4     ACCESS  TO  RECORDS;  CONFIDENTIALITY.
        -------------------------------------

5.4.1  During  the  period  from  the date of this Agreement to the Closing
Date, Buyer and the Company shall each permit the other party and its respective
representatives,  agents  and  designees reasonable access to its properties and
those  of  its  subsidiaries,  and shall disclose and make available to them all
books,  papers and records relating to the assets, stock, ownership, properties,
operations,  obligations  and liabilities of it and its subsidiaries, including,
but  not  limited  to, all books of accounts (including the general ledger), tax
records,  minute  books of directors' and stockholders' meetings, organizational
documents,  bylaws,  material  contracts  and  agreements,  filings  with  any
regulatory  authority,  accountants'  work  papers,  litigation  files,  plans
affecting  employees,  and  any  other business activities or prospects in which
Buyer  or  the  Company,  as  the  case  may  be,  may  have  an  interest.
5.4.2  All information furnished by Buyer to the Company and by the Company
to  Buyer  pursuant  hereto  shall  be treated as the sole property of the party
furnishing the information and, if the Stock Exchange shall not occur, the party
receiving  the information shall return to the party furnishing the information,
all  documents  (in  whatever  form,  including  electronic)  or other materials
containing,  reflecting  or  referring  to  such information, shall use its best
efforts  to  keep  confidential  all such information, and shall not directly or
indirectly use such information for any competitive or other commercial purpose.
The  obligation to keep such information confidential shall not apply to (i) any
information  which:  (w)  the  party receiving the information can establish was
already  in  its  possession  prior  to  the  disclosure  thereof  by  the party
furnishing  the  information;  (x)  was  then generally known to the public; (y)
became  known  to  the  public  through  no  fault  of  the  party receiving the
information;  or  (z)  was disclosed to the party receiving the information by a
third party not bound by an obligation of confidentiality or (ii) disclosures in
accordance  with  an  order  of  a  court  of  competent  jurisdictions.

5.5     NO  SOLICITATION.  So  long  as  this Agreement remains in effect, Buyer
        ----------------
shall  not  and  Buyer  shall  not  authorize  or  permit  any of its directors,
officers,  employees  or  agents,  to  directly  or  indirectly  (i) respond to,
solicit,  initiate  or encourage any inquiries relating to, or the making of any
proposal  which  relates to, an Acquisition Transaction (as defined below), (ii)
recommend  or  endorse  an  Acquisition  Transaction,  (iii)  participate in any
discussions  or  negotiations regarding an Acquisition Transaction, (iv) provide
any third party (other than the Company or an affiliate of the Company) with any
non-public information in connection with any inquiry or proposal relating to an
Acquisition Transaction or (v) enter into an agreement with any other party with
respect to an Acquisition Transaction. Buyer will immediately cease and cause to
be  terminated  any  existing activities, discussions or negotiations previously
conducted  with  any  parties  other than the Company with respect to any of the
foregoing,  and  will  take  all  actions  necessary  or advisable to inform the
appropriate  individuals or entities referred to in the first sentence hereof of
the  obligations  undertaken  in this Section 5.5. Buyer will notify the Company
orally  (within  one  day)  and  in  writing (as promptly as practicable) if any
inquiries  or  proposals relating to an Acquisition Transaction are received by,
any  such information is requested from, or any such negotiations or discussions
are  sought  to be initiated or continued with Buyer. As used in this Agreement,
"Acquisition  Transaction"  shall  mean one of the following transactions with a
party  other  than  the  Company  of  an  affiliate of the Company (i) a merger,
consolidation, share exchange, or any similar transaction, involving Buyer, (ii)
a  purchase,  lease  or other acquisition of all or a substantial portion of the
assets  or  liabilities  of  Buyer  or,  (iii)  a  purchase or other acquisition
(including  by way of share exchange, tender offer, exchange offer or otherwise)
of  a substantial interest in any class or series of equity securities of Buyer.

5.6     FURTHER  ASSURANCES. In case at any time after the Closing Date any
        -------------------
further  action  is  necessary  or  desirable  to carry out the purposes of this
Agreement,  each  party  to this Agreement shall take all such necessary action,
including but not limited to responding to SEC comments on any filings made with
the  SEC  and  working  to  have  such  filings  cleared  by  the  SEC.

                               ARTICLE  VI

CLOSING  CONDITIONS

6.1     CONDITIONS  TO  THE  OBLIGATIONS OF BUYER UNDER THE AGREEMENT.  The
obligations of Buyer to perform this Agreement shall be further subject to the
satisfaction, at  or  prior  to  the Closing  Date,  of  the  following
conditions,  any one or more of which may be waived  by  Buyer:

6.1.1 Each of the obligations of the Sellers and the Company required to be
performed  at  or  prior  to  the  Closing  Date  pursuant  to the terms of this
Agreement  shall  have been performed and complied with in all material respects
and  the  representations and warranties of Sellers and the Company contained in
this Agreement shall be true and correct in all material respects as of the date
of  this  Agreement  and  as of the Closing Date as though made at and as of the
Closing  Date,  except with respect to changes permitted hereby and for any such
representations  and  warranties  made as of a specific date which shall be true
and  correct  as  of  such  date. Buyer shall have received a certificate to the
foregoing  effect  signed  by  an  executive  officer  of  the  Company.

6.1.2  There  shall  have  been  no  material  adverse  change  in the financial
condition  of  the  Company, since the date of this Agreement, whether or not in
the  ordinary  course  of  business.

6.1.3  All  action  required  to  be taken by, or on the part of, the Company to
authorize  the  execution,  delivery  and  performance of this Agreement and the
consummation  by  the Company of the transactions contemplated hereby shall have
been  duly  and  validly  taken  by  the  Company  and Buyer shall have received
certified  copies  of  the  resolutions  evidencing  such  authorization.

6.1.4  Any  and  all  permits,  consents,  waivers,  clearances,  approvals  and
authorizations  of  all third parties which are necessary in connection with the
consummation  of  the transactions contemplated hereby shall have been obtained.

6.1.5  The  Company  shall  not  have suffered a loss on account of fire, flood,
accident  or  other calamity of such a character as to interfere materially with
the  continuous  operation  of its business or materially adversely affect their
aggregate financial condition, regardless of whether or not such loss shall have
been  insured.

6.1.6  Except  as  disclosed  in  Schedule  6.1.6  hereto,  no  material
transactions shall have been entered into by the Company other than transactions
in the ordinary course of business since June 30, 2001 or other than as referred
to  in  this  Agreement,  except  with  the  written  consent  of  Buyer.

6.1.7  That none of the properties or assets of the Company shall have been
sold  or  otherwise  disposed  of  other than in the ordinary course of business
since  June  30,  2001,  where  such  has had a materially adverse affect on the
Company,  except  with  the  written  consent  of  Buyer.

6.1.8  That  Buyer shall have received an opinion from counsel to the Company in
form  reasonably  satisfactory  to  Buyer's  counsel,  that:

(a)          The  Company  has  been duly incorporated and is a validly existing
corporation  under  the  laws  of the State of New York with a capitalization as
represented  in  this  Agreement.

(b)     All  of  the  outstanding  Company  Shares  have been duly authorized by
appropriate  corporate  action  of  the  Company, as applicable, and are validly
issued  and  represent fully paid and non-assessable shares of the Company, free
of  preemptive  rights.

(c)     This  Agreement  and the transactions contemplated hereby have been duly
authorized  by  necessary  corporate  action  of  the  Company.

(d)     Upon delivery of the certificates and duly executed stock transfer forms
representing  the  Company Shares pursuant to the terms of this Agreement, Buyer
will acquire legal and beneficial ownership of such securities free and clear of
all  liens,  pledges  and  encumbrances;  and,  upon  the  completion  of  the
transactions  contemplated by this Agreement, Buyer shall be the owner of all of
the  Outstanding Company Shares and, to the knowledge of counsel, there shall be
no outstanding options or warrants to purchase any shares of the Company nor any
outstanding  securities  of  any  nature  convertible  into  such  shares.

6.1.9     The  Parties designated on Schedule 4.16 shall have received duly
executed  warrants  totaling  2 million shares of common capital stock priced at
$1.00 per share which warrants shall be non-cancelable for a period of three (3)
years  from  the  date  of  issuance.

6.2      CONDITIONS TO THE OBLIGATIONS OF SELLERS AND THE COMPANY UNDER THE
         ------------------------------------------------------------------
AGREEMENT.  The obligations of Sellers and the Company to perform this Agreement
---------
shall  be  further subject to the satisfaction, at or prior to the Closing Date,
of  following  conditions  any one or more of which may be waived by Sellers and
the  Company:

6.2.1.  Each  of  the  obligations of Buyer required to be performed by it at or
prior  to  the  Closing  pursuant to the terms of this Agreement shall have been
performed and complied with in all material respects and the representations and
warranties of Buyer contained in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing Date as
though  made  at  and  as  of  the  Closing Date, except with respect to changes
permitted  hereby  and  for any such representations and warranties made as of a
specific  date  which  will be true and correct as of such date. The Sellers and
the  Company shall have received a certificate to the foregoing effect signed by
an  executive  officer  of  Buyer.

6.2.2  There  shall  have  been  no  material  adverse  change  in the financial
condition  of  Buyer  since  the  date  of this Agreement, whether or not in the
ordinary  course  of  business.

6.2.3  All action required to be taken by, or on the part of, Buyer to authorize
the  execution,  delivery  and  performance  of  this Agreement by Buyer and the
consummation  by  Buyer  of the transactions contemplated hereby shall have been
duly  and  validly taken by the Board of Directors and stockholders of Buyer and
Sellers  and the Company shall have received certified copies of the resolutions
evidencing  such  authorization.

6.2.4  Any  and  all  permits, consents, waivers, clearances, approvals and
authorizations  of  all third parties which are necessary in connection with the
consummation  of  the transactions contemplated hereby shall have been obtained.

6.2.5 The Sellers and the Company shall have received an opinion of counsel
or  independent  auditors  to  the effect that the Stock Exchange qualifies as a
tax-free  exchange  pursuant  to  Section 351 and or Section 368(a)(1)(B) of the
Code.

6.2.6 Buyer shall not have suffered any loss on account of fire, flood, accident
or  other  calamity  of  such  a  character  as to interfere materially with the
continuous  operation  of  its  business  or  materially  adversely  affect  its
financial  condition,  regardless  of  whether  or not such loss shall have been
insured.

6.2.7  No material transactions shall have been entered into by Buyer other than
transactions  in  the  ordinary course of business between December 31, 1999 and
the  Closing Date, other than as contemplated by this Agreement, except with the
written  consent  of  the  Company.

6.2.8  That  none  of  the properties or assets of Buyer shall have been sold or
otherwise  disposed  of  other  than  in  the  ordinary course of business since
December  31,  1999,  except  with  the  written  consent  of  the  Company.

6.2.9  That  the Sellers shall be satisfied, in their sole discretion, as to the
financial  statements  and  financial  condition  of  the  Buyer.

6.2.10  That Sellers and the Company shall have received an opinion from counsel
to  Buyer  in  form  satisfactory  to  the  Company's  counsel,  that:

(a)  Buyer  has  been duly incorporated and is a validly existing corporation in
good  standing  under  the  laws of the State of Nevada with a capitalization as
represented  in  this  Agreement.

(b) All of the outstanding Buyer Shares have been duly authorized by appropriate
corporate  action  of  Buyer,  are  validly  issued and represent fully paid and
nonassessable capital shares of Buyer and the outstanding Buyer Shares have been
registered  under  the  Securities  Exchange Act of 1934 and have been issued in
compliance  with  applicable  Federal  and  state  securities  laws.

(c)  This  Agreement  and  the  transactions  contemplated hereby have been duly
authorized  by  appropriate  action of Buyer and, under applicable law and Buyer
stockholder  approval  is  not  required  under  applicable  law.

(d)  The issuance of the Buyer Shares to Sellers on the Closing Date pursuant to
this  Agreement  have  been  duly  authorized by appropriate corporate action of
Buyer,  and when issued, shall be fully paid and non-assessable common shares of
Buyer  free  of  preemptive  rights.

(e) To such counsel's knowledge, after due inquiry, Buyer has not been or is not
required  to  be  registered  as  an investment company or an investment adviser
under the Investment Company Act of 1940 or the Investment Advisers Act of 1940,
respectively.

6.2.11  Buyer  shall  have  received  Subscriptions,  or  a  commitment for
subscriptions,  in form and substance acceptable to the Company, from accredited
investors (as defined in Regulation D promulgated under the Securities Act) (the
"Investors") to purchase 500,000 Buyer Shares for an aggregate purchase price of
$250,000.  The costs of the PPM anticipated to be approximately $25,000 together
with  payment  of shareholders loans and other Company expenses in the amount of
$75,000  shall be deducted from the PPM with the balance retained in the Company
treasury  after  the  closing.

6.2.12      The  Buyer's  three  largest  stockholders  prior  to the Stock
Exchange,  the  Consultant  and  the  Investors  must  have entered into lock-up
agreements  satisfactory to the Company pursuant to which they will agree not to
sell  or  transfer  more  than  1/24  of their Buyer's Shares for a period of 24
months  after  closing  of  the  transactions, subject to modification if market
conditions  warrant  in  the  reasonable discretion of Buyer. These restrictions
shall be in addition to any restrictions under federal or state securities laws.

6.2.13  Buyer  shall  not  have any obligations or liabilities as of the Closing
Date  in  excess  of  $2,500  in  the  aggregate.

6.2.14  Buyer  shall  have  entered  into  Employment  Agreements  ("Employment
Agreements")  with  Charles  Booth  in  form  acceptable  to  Buyer  and Seller.

6.2.15  At  Closing,  Buyer  shall  deliver to Company and Seller a list showing
Buyer's  shareholders  of  record  as  of  the  date  prior  to the Closing Date
certified  by  Buyer's  transfer  agent.

6.2.16  Buyer  and  Sellers shall be in full compliance with the representations
and  warranties  contained  in  Sections  3.26  and  4.26,  respectively herein.

          ARTICLE  VII

                      CLOSING AND POST-CLOSING OBLIGATIONS

7.1     TIME  AND  PLACE.  Subject  to  the  provisions of Articles 6 and 8
        ----------------
hereof,  the Closing of the transactions contemplated hereby shall take place at
the offices of Charles Booth, Inc. in New York City at 9:00 A.M., local time, on
the  second  (2nd)  business  day  after the date on which all of the conditions
contained  in  Article  6,  to  the extent not waived, are satisfied; or at such
other  place, at such other time, or on such other date as the Company and Buyer
may  mutually  agree  upon  for  the  Closing  to  take  place.

7.2     DELIVERIES  AT THE CLOSING. Subject to the provisions of Articles 6
        --------------------------
and  8  hereof,  at the Closing there shall be delivered to Sellers, the Company
and  Buyer  the  opinions,  certificates,  and  other  documents and instruments
required  to  be  delivered  under  Article  6  hereof.  All  such  opinions,
certificates,  and  other documents and instruments (collectively, the "Escrowed
Delivery Documents") required to be delivered under Article 6 shall be delivered
to  and  held  by  Escrow  Agent  (as  defined  in  Section  7.3)  in  escrow.

7.3     OTC  BULLETIN  BOARD.  The  parties  shall  use  their commercially
        --------------------
reasonable  efforts to have all the Buyer's shares listed for trading on the OTC
Bulletin  Board.

7.4     BUYER  STOCK  CERTIFICATES.  After Closing, Buyer shall send a letter of
        --------------------------
transmittal  to  its  shareholders  requesting  that  they  transmit their stock
certificates  to  the  Buyer  in  exchange for a stock certificate bearing a new
CUSIP  number  which  Buyer shall obtain and bearing the legends required by the
agreements  referenced  in  Section  6.2.12.

     ARTICLE  VIII

                        TERMINATION, AMENDMENT AND WAIVER

8.1     Termination.  This Agreement may be terminated at any time prior to
        -----------
the  Closing  Date:

8.1.1 by mutual written consent of Sellers, the Company and Buyer, properly
authorized;

8.1.2 by Sellers or the Company or Buyer, (i) if the Closing Date shall not have
occurred  on or prior to October 31, 2001, unless the failure of such occurrence
shall  be due to the failure of the party seeking to terminate this Agreement to
perform  or  observe  its  agreements  and  conditions  set  forth  herein to be
performed or observed by such party at or before the Closing Date; or (ii) if it
has  become reasonably certain that any condition specified in Article 6 of this
Agreement  will  not  be satisfied and such condition has not been waived by the
party  having  the  power  to  waive  such  condition;

8.1.3 by Sellers or the Company, if there shall have been any material breach of
any  obligation  of Buyer hereunder and such breach shall have not been remedied
within  10  days after receipt by Buyer of notice in writing from Sellers or the
Company specifying the nature of such breach and requesting that it be remedied;
and

8.1.4  by  Buyer, if there shall have been any material breach of any obligation
of  Sellers  or  the  Company  hereunder  and  such  default shall not have been
remedied  within  10  days  after  receipt  by  the  defaulting Seller(s) or the
Company,  as  the  case  may  be, of notice in writing from Buyer specifying the
nature  of  such  breach  and  requesting  that  it  be  remedied.

8.2     EFFECT  OF  TERMINATION.  In  the  event  of  termination  of  this
        -----------------------
Agreement  by  either  Buyer,  Sellers  or  the  Company as provided above or in
Section  8.4,  this  Agreement  shall  forthwith become void (other than Section
5.4.2  and  9.1 hereof which shall remain in full force and effect), there shall
be no further liability on the part of Sellers, the Company or Buyer, except for
liability  under  Section  5.4.2  and 9.1. Nothing contained in this Section 8.2
shall  relieve any party hereto from liability for any breach of this Agreement.

8.3     AMENDMENT.  EXTENSION AND WAIVER. Subject to applicable law, at any
        --------------------------------
time prior to the consummation of the transactions contemplated herein, Sellers,
the Company and Buyer may, (a) amend this Agreement, (b) extend the time for the
performance  of any of the obligations or other acts of the other, (c) waive any
inaccuracies  in  the  representations and warranties contained herein or in any
document  delivered  pursuant  hereto,  or  (d) waive compliance with any of the
covenants,  agreements  or conditions contained in Articles 5 and 6 hereof. This
Agreement  may  not  be  amended,  except  by an instrument in writing signed on
behalf  of  each  of  the  parties  hereto. Any agreement on the part of a party
hereto  to  any  extension  or  waiver  shall  be  valid only if set forth in an
instrument in writing signed on behalf of such party, but such waiver or failure
to  insist  on  strict  compliance  with such obligation, covenant, agreement or
condition  shall  not  operate  as a waiver of, or estoppel with respect to, any
subsequent  or  other  failure.

8.4     RESCISSION.  Sellers  and/or  Buyers,  shall  have  the  right  to
        ----------
terminate this Agreement and rescind the transactions contemplated hereby in the
event  that:  (i)  any  of the representations or warranties of Buyer or Sellers
respectively  is  false  or  misleading  in  any  material  respect;


                                   ARTICLE IX

                                  MISCELLANEOUS

9.1     EXPENSES.  All  costs and expenses incurred in connection with this
        --------
Agreement and the transactions contemplated hereby (including legal, accounting,
printing  and  investment banking fees and expenses) shall be borne by the party
incurring  such  costs  and  expenses.  Buyer's costs and expenses shall be paid
prior  to  the  Closing  Date.

9.2     SURVIVALThe  respective  representations  and  warranties  of  the
        --------
Company  and  Seller shall not survive the Closing Date. The representations and
warranties  of  the  Buyer  shall  survive  the Closing Date for a period of two
years.

9.3     NOTICES.  All notices or other communications hereunder shall be in
        -------
writing  and  shall be deemed given if delivered personally or mailed by prepaid
registered or certified mail (return receipt requested) or by cable, telegram or
telex  addressed  as  follows:
(a)          If  to  Sellers, to their respective addresses set forth on Exhibit

"A"  hereto.
     Copy  to:      Edward  C.  Kramer,  Esq.
                    Law  Offices  of  Edward  C.  Kramer,  P.C.
                    708  Third  Avenue
                    New  York,  New  York  10017

(b)          If  to Buyer,  to:TRIPLE  S.  PARTS,  INC.
                    1004  Depot  Hill  Rd.  Suite  1E
                    Broomfield,  Colorado  80020
                    Copy  to:     Steven  Pollack,  Esquire
                    7410  Oleson  Road  -  Suite  #325
                    Portland,  OR  97223

or  such other address as shall be furnished in writing by a party, and any such
notice  or  communication  shall  be deemed to have been given as of the date so
mailed.

9.4     PARTIES  IN  INTEREST;  ASSIGNMENT. This Agreement shall be binding
        ----------------------------------
upon  and  shall inure to the benefit of the parties hereto and their respective
successors  and assigns. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any party hereto without the prior
written  consent  of  the  other  parties.

9.5     COMPLETE  AGREEMENT.  This  Agreement,  including the documents and
        -------------------
other  writings  referred  to  herein or delivered pursuant hereto, contains the
entire  agreement  and  understanding of the parties with respect to its subject
matter.  There  are no restrictions, agreements, promises, warranties, covenants
or  undertakings  between  the parties other than as expressly set forth herein.
This  Agreement  supersedes  prior  agreements  and  understandings  between the
parties,  both  written  and  oral,  with  respect  to  its  subject  matter.



9.6     NEUTRAL  CONSTRUCTION.  The  parties have negotiated this Agreement
        ---------------------
and  all  of  the terms and conditions contained in this Agreement in good faith
and  at arms' length, and each party has been represented by counsel during such
negotiations. No term, condition, or provision contained in this Agreement shall
be  construed  against any party or in favor of any party (i) because such party
or  such  party's  counsel  drafted, revised, commented upon, or did not comment
upon,  such term, condition, or provision; or (ii) because of any presumption as
to  any  inequality  of  bargaining  power  between  nor  among  the  parties.
Furthermore,  all  terms, conditions, and provisions contained in this Agreement
shall  be  construed  and  interpreted  in a manner which is consistent with all
other  terms,  conditions,  and  provisions  contained  in  this  Agreement.

9.7     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or more
        ------------
counterparts  all  of  which  shall be considered one and the same agreement and
each  of  which  shall  be  deemed  an  original.

9.8     GOVERNING  LAW. This Agreement shall be governed by the laws of the
        --------------
State  of New York, without giving effect to the principles of conflicts of laws
          --------
thereof.

9.9     ARBITRATION.  All  claims,  demands,  disputes,  controversies,
        -----------
differences,  or  misunderstandings  between  the  parties arising out of, or by
virtue of, this Agreement shall be submitted to and determined by arbitration in
accordance  with  this  Section.  In the event of such a claim, demand, dispute,
controversy,  difference,  or  misunderstanding,  Buyer on the one hand, and the
Company and the Sellers, on the other hand, shall each select one arbitrator and
shall  together select a third arbitrator who is neutral unbiased, and who shall
serve  as the chairman of the panel. If the parties are unable to agree upon the
third  arbitrator,  or  if one of the parties is unable to or fails to select an
arbitrator in accordance with this Section, the American Arbitration Association
("AAA')  shall  be  designated  by either party to appoint such arbitrator(s) to
arbitrate  the  matter  in  accordance  with  this  Section. The matter shall be
arbitrated under the rules of the AAA applicable to commercial arbitrations then
obtaining,  such  arbitration to be held in New York City, New York. At any time
before  a  decision  of the arbitration panel has been rendered, the parties may
resolve  the  dispute by settlement. The decision of a majority of arbitrator(s)
shall  be  the  award  of  the panel of arbitrators and shall be made in writing
setting  forth  the  award  and the award shall be binding and conclusive on all
parties;  shall not be appealable and shall include a finding for payment of the
costs  of such arbitration. Judgment of a court of competent jurisdiction may be
entered  upon  the  award  and  may  be  enforced as such in accordance with the
provisions of the award. This agreement to arbitrate is specifically enforceable
by  the  parties  to  this  Agreement.
The  prevailing  party  in such Arbitration shall be entitled to all costs and a
reasonable  attorney  fees.

9.10     HEADINGS.  The  Article  and  Schedule  headings contained in this
         --------
Agreement  are  for  reference purposes only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

IN  WITNESS  WHEREOF,  individual  Sellers  have  executed,  and the Company and
Buyer  have  caused  this  Agreement  to  be  executed  by their duly authorized
officers,  all  as  of  the day  and  year  first  above  written.

     Company:                              Buyer:


     CHARLES  BOOTH  PROFESSIONAL          TRIPLE  S  PARTS,  INC.
     HAIR  CARE  ,  INC.

     By:_________________________           _____________________________
     Name                                   Name:
     Title:                                 Title

<PAGE>

EXHIBIT"  A"
-----------
                                NUMBER  OF              NUMBER  OF  BUYER
SELLER  NAME  AND  ADDRESS   COMPANY-OWNED SHARES    SHARES  TO  BE  RECEIVED
                               -------------         ------------------------

Charles  Booth
--------------
David  Kohn
-----------
Ted  Kramer

                               COMPANY  SCHEDULES

<PAGE>
------

Schedule
3.9                NO  ADVERSE  CHANGE     NONE
-----------------------------------------     ----
Schedule  3.10     LIABILITIES     NONE
--------------     -----------     ----
Schedule  3.11     TAXES     NONE
--------------     -----     ----
Schedule
3.16               LITIGATION     NONE
------------------------------     ----
Schedule  3.17     COMPENSATION  AND  LOANS     NONE
--------------     ------------------------     ----
Schedule  3.18     ADDITIONAL  ISSUANCES  OF  EQUITY     NONE
--------------     ---------------------------------     ----
Schedule  3.19     BROKER'S  FEES     NONE
--------------     --------------     ----
Schedule  3.21     COMPANY  INTELLECTUAL  PROPERTY
--------------     -------------------------------
Schedule  3.23     AFFILIATED  TRANSACTIONS     SEE  BELOW
--------------     ------------------------     ----------
Schedule  3.25     EMPLOYEE  BENEFIT  PLANS     NONE
--------------     ------------------------     ----

<PAGE>
------
     COMPANY  SCHEDULES
     ------------------
Schedule  3.9      NO  ADVERSE  CHANGE     NONE
-------------      -------------------     ----
Schedule  3.10     LIABILITIES     NONE
--------------     -----------     ----
Schedule  3.11     TAXES     NONE
--------------     -----     ----
Schedule  3.16     LITIGATION     NONE
--------------     ----------     ----
Schedule  3.17     COMPENSATION  AND  LOANS     NONE
--------------     ------------------------     ----
Schedule  3.18     ADDITIONAL  ISSUANCES  OF  EQUITY     NONE
--------------     ---------------------------------     ----
Schedule  3.19     BROKER'S  FEES     NONE
--------------     --------------     ----
Schedule  3.21     COMPANY  INTELLECTUAL  PROPERTY     NONE
--------------     -------------------------------     ----
Schedule  3.23     AFFILIATED  TRANSACTIONS     SEE  BELOW
--------------     ------------------------     ----------
Schedule  3.25     EMPLOYEE  BENEFIT  PLANS     NONE
--------------     ------------------------     ----

         Schedules Pursuant to Contract for Sale and Purchase of Shares
                   Charles Booth, lnc. / Triple S. Parts, Inc.

Schedule  4.12  Title;  Property;  Real  Property:       NONE
Schedule  4.13  Contracts  and  Commitments:             NONE
Schedule  4.14  Litigation:                              NONE
Schedule  4.15  Compensation  and  Loans:     NONE- Note payable listed on prior
10QSB  now  paid.  Note  marked  paid  has  been  delivered.

Schedule  4.16  Additional  lssuances  of  Equity:     NONE

Schedule  4.21  Sanctions:     NONE  as  to  all subsections
under     4.21,  including  4.21.1  through  4.2  1.6