***PRIVATE***

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                            STOCK PURCHASE AGREEMENT

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                          FOR THE SALE OF COMMON STOCK
                 BY THE ISSUER TO A LIMITED NUMBER OF INVESTORS


                             RPM TECHNOLOGIES, INC.

                                  COMMON STOCK

                                ***RESTRICTED***

THIS  COMMON  STOCK  PURCHASE  AGREEMENT  is made as of January 4, 2000,  by and
between RPM TECHNOLOGIES,  INC., a Colorado corporation (the "Company"), and the
persons  listed  on  Exhibit  1 who  are  signatories  to  this  Agreement  (the
"Investors").

The Parties Hereby Agree as Follows:

        1.       PURCHASE AND SALE

          1.1  Sale and  Issuance  of  Common  Stock.  Subject  to the terms and
               conditions of this  Agreement,  each of the  Investors  agrees to
               purchase at the Closing, and the Company agrees to sell and issue
               to  each  of the  investors  at the  Closing,  severally  and not
               jointly,  against  cash  payment,  the number of shares of Common
               Stock (the  "Shares")  of the  Company  set forth  opposite  each
               Investor's  name in  Exhibit 1 to this  Agreement  at a  purchase
               price of $0.50 per share.

          1.2  Closing.  The initial  purchase and  sale  of  the  Shares  being
               purchased  by the  Investors  shall take place at the offices  of
               Company,

                           RPM TECHNOLOGIES, INC.
                           TWO MID AMERICA PLAZA
                           8TH FLOOR
                           OAKBROOK TERRACE, IL  60181

               at 11:00  o'clock a.m. on January 11, 2000, or at such other time
               and place as the Company and the  Investors  mutually  agree upon
               (which time and place are designated the "Closing").

               At  the  Closing,  the  Company  shall  deliver  to  each  of the
               Investors a certificate  representing  the number of Shares which
               each such Investor is purchasing  against delivery to the Company
               by each such  Investor of cash or a certified  bank  cashier's or
               other  check  reasonably   acceptable  to  the  Company,   or  by
               cancellation  of indebtedness in the amounts set forth in Exhibit
               1, for the total  amount  of  US$0.50  per  Share  for  _________
               Shares.

1.3            Use of Proceeds.  The Company agrees to use the proceeds from the
               sale of the Shares for the repayment of outstanding  obligations,
               for financing and recapitalization  fees, and for working capital
               purposes  necessary  to  market  and sell the  Company's  plastic
               pallet products.
<PAGE>

2.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY

               Except as set forth on Exhibit 2, the Company  hereby  represents
               and warrants to the Investors that:

2.1            Incorporation.  The Company is a corporation  duly  organized and
               validly existing, is in good standing under the laws of the state
               of Colorado,  has all requisite  corporate power and authority to
               carry on its  business  as now  conducted  and as  proposed to be
               conducted,  and the Company is qualified as a foreign corporation
               in each jurisdiction where the failure so to qualify would have a
               material  adverse effect on its business or operations.  True and
               accurate  copies of the Company's  Certificate of  Incorporation,
               all  amendments  thereto,  and Bylaws as  presently in effect are
               attached hereto as Exhibit 3.

2.2            Capitalization. The authorized capital of the Company consists of
               twenty million  (20,000,000)  shares of Common Stock, of which at
               Closing not more than eleven million shares  (11,000,000) will be
               issued and outstanding.

2.3            Subsidiaries. The Company does not presently control, directly or
               indirectly,  any  other  corporation,   association  or  business
               entity.

2.4            Authorization.  All corporate  action on the part of the Company,
               its  officers  and  directors  necessary  for the  authorization,
               execution,  delivery and  performance  of all  obligations of the
               Company under this Agreement and for the authorization,  issuance
               and delivery of the Shares being sold hereunder has been or shall
               be taken prior to the Closing, and this Agreement,  when executed
               and  delivered,  shall  constitute  a valid and  legally  binding
               obligation of the Company.  Issuance of the Shares is not subject
               to preemptive rights or other preferential  rights of any present
               or future stockholders in the Company.

2.5            Validity  of  Securities.  The  Shares to be  purchased  and sold
               pursuant to this  Agreement,  when issued,  sold and delivered in
               accordance with its terms for the consideration expressed herein,
               shall be duly and validly issued.

2.6            Governmental   Consents.   All   consents,   approvals,   orders,
               authorizations  or registration,  qualification,  designation and
               declaration  or filing  with and  federal  or state  governmental
               authority on the part of the Company  required in connection with
               the  consummation of the transactions  contemplated  herein shall
               have been obtained  prior to, and be effective as of, the Closing
               or will be timely filed thereafter.

2.7            Compliance  With  Other  Instruments.   The  Company  is  not  in
               violation of any  provisions  of its  respective  Certificate  of
               Incorporation,  its Bylaws,  any  material  mortgage,  indenture,
               lease,  agreement or other  instrument to which it is a party, or
               of any provision of any federal or state judgment,  writ, decree,
               order, statute, rule or governmental regulation applicable to the
               Company  .  The  execution,  delivery  and  performance  of  this
               Agreement will not result in any such violation or be in conflict
               with or constitute a default under any such provision.

2.8            Litigation.  There are no actions,  proceedings or investigations
               ending,  or to the  knowledge  of the Company  threatened,  which
               question  the validity of this  Agreement or which might  result,
               either individually or in the aggregate,  in any material adverse
               change in the assets,  conditions,  affairs or  prospects  of the
               Company,  nor,  to the  knowledge  of  the  Company  , has  there
               occurred any event or does there exist any condition  which might
               properly be the basis therefor.

2.9            Patents.  The  Company  owns  or has a  valid  right  to use  the
               patents,  patent rights,  licenses,  trade  secrets,  trademarks,
               trademark rights, trade names or trade name rights or franchises,
               copyrights,  inventions,  and intellectual  property rights being
               used to  conduct  their  businesses  as now  operated  and as now
               proposed  to be  operated;  and the  conduct of  business  as now
               operated and as now proposed to be operated does not and will not
               conflict  with valid  patents,  patent  rights,  licenses,  trade
               secrets, trademarks,  trademark rights, trade names or trade name
               rights or franchises,  copyrights,  inventions,  and intellectual
               property  rights of others.  The  Company  has no  obligation  to
               compensate  any person or entity for the use of any such  patents
               or rights and have  granted to no person or entity any license or
               other rights to use in any manner any of the patents or rights of
               the Company, whether requiring the payment of royalties or not.

                                       2
<PAGE>


2.10           Financial Statements.  The Company has provided true and complete
               copies of the following financial statements for the Company on a
               consolidated basis, as set forth in Exhibit 4:

                  (a.)  Certified   Statements  of  financial  condition  as  of
                  December 31, 1998,  and the related  statements  of operations
                  and  statements of changes in financial  position for the year
                  then ended, all prepared by _____________________  independent
                  accountants,  and Certified  Statements of financial condition
                  as of  December  31,  1999,  and  the  related  statements  of
                  operations and statements of changes in financial position for
                  the year then ended, all prepared by ________________________,
                  independent accountants.

                  (b.) All such  financial  statements  have  been  prepared  in
                  conformity  with   generally-accepted   accounting  principles
                  applied on a basis  consistent  with prior periods (except for
                  the omission of notes to the certified financial  statements),
                  fairly  present the  consolidated  financial  condition of the
                  Company as of dates thereof,  and the consolidated  results of
                  operations of the Company for the periods  indicated,  and, in
                  the  case of  certified  statements,  subject  to  normal  and
                  recurring year-end adjustments.

                  (c.)   Specifically,   without   limitation,   such  financial
                  statements reflect, as of their respective dates, all material
                  accrued  liabilities  and  adequate  reserves for all material
                  unaccrued  liabilities  and  for  all  reasonably  anticipated
                  material  losses of the  Company.  The books of account of the
                  Company fully and fairly  reflect all of the  transactions  of
                  such companies and are complete and accurate.

2.11           Tax  Returns  and  Reports.  All  federal  income  tax and  state
               franchise tax returns and tax reports required to be filed by the
               Company will be filed with the appropriate  governmental agencies
               in all  jurisdictions  in  which  such  returns  or  reports  are
               required  to  be  filed.   All  such  returns  and  reports  will
               constitute complete and accurate representations, in all material
               respects,  of the tax  liabilities  of the  Company.  All federal
               income  tax  and  state  franchise  and  other  taxes  (including
               interest and  penalties)  due from the Company will be fully paid
               or adequately provided for on the books and financial  statements
               of the Company.  None of the proposed  federal income tax returns
               of the Company have been audited by the Internal Revenue Service.
               The Company knows of no  additional  assessments  or  adjustments
               pending or  threatened  for any period,  nor of any basis for any
               such  assessment or  adjustment.  The Company and its  affiliates
               have not  entered  into any  agreements  with  federal  and state
               taxing  authorities  extending  the statute of  limitations  with
               respect  to the  assessment  of federal  and state  taxes for any
               period.

2.12           Properties.  The  Company  has good and  marketable  title to its
               respective  real and  personal  properties  and  assets and valid
               leasehold interests in its respective leased properties as and to
               the extent carried on its books, including those reflected on the
               certified  statements of financial  condition as of September 30,
               1999 referred to in paragraph 2.10 above,  except  properties and
               assets  disposed  of in the  ordinary  course of  business  since
               September  30, 1999 or referred to on Exhibit 2 attached  hereto,
               and none of such properties or assets is subject to any mortgage,
               pledge,  charge,  lien,  security interest,  encumbrance of joint
               ownership interest, except (a) liens for taxes,  assessments,  or
               governmental  charges or levies if the same shall not at the time
               be delinquent or thereafter can be paid without  penalty,  or are
               being contested in good faith and by appropriate proceedings,  or
               (b) as shown on  Exhibit  2  attached  hereto.

                                       3
<PAGE>

               The use of any  property of the Company for the purpose for which
               it was acquired is not now, and, based upon the laws, regulations
               and  ordinances  in effect on the date of Closing,  in the future
               will not be,  curtailed  to a material  degree by any  violations
               prior to the Closing by the Company or any of the subsidiaries of
               any law, regulation or ordinance (including,  without limitation,
               laws, regulations or ordinances relating to zoning, environmental
               protection, city planning, or similar matters). The Company enjoy
               peaceful and undisturbed  possession under all leases under which
               they are  operating,  and all said lease are valid and subsisting
               and in full force and effect.

2.13           Agreements. Except as set forth in Exhibit 2, the Company has not
               breached, nor has any such entity received oral or written notice
               of any claim or  threatened  claim that the Company has breached,
               any of the terms or conditions of any agreement, contract, lease,
               commitment or understanding,  whether oral or written, the breach
               or breaches of which singly or in the aggregate could  materially
               or adversely affect the financial condition, operations, business
               or prospects of the Company considered as a whole.

2.14           Pension   Benefit  Plan.  The  Company  does  not  have  or  make
               contributions   to  any  pension,   defined  benefit  or  defined
               contribution  plans  which are  subject to the  Federal  Employee
               Retirement Income Security Act of 1974, as amended ("ERISA").

2.15           Registration  Rights.  Except as set forth in this Agreement,  no
               person or entity has demand or other  rights to cause the Company
               to file any  registration  statement  under the Securities Act of
               1933,  as amended (the "Act")  relating to any  securities of the
               Company  or any  right to  participate  in any such  registration
               statement.

2.16           Disclosure.  To the best of the  Company's  knowledge and belief,
               neither this  Agreement,  the  financial  statements  referred in
               Exhibit  4, nor any other  agreement,  document,  certificate  or
               written  statement  furnished to the  Purchasers or their special
               counsel  by or on behalf of the  Company in  connection  with the
               transactions contemplated hereby contains any untrue statement of
               a material  fact or omits to state a material  fact  necessary in
               order to make the  statements  contained  herein or  therein  not
               misleading.

               Most of the Company's  executive officers have only been employed
               by the Company for a short period of time. To the best  knowledge
               of the Company's executive officers,  but without having made any
               independent  investigation,  there is no fact  within the special
               knowledge of any of the  executive  officers of the Company which
               has  not  been  disclosed  herein  or in  writing  by them to the
               Investors  and  which  materially  adversely  affects,  or in the
               future in their  opinion  may,  insofar as they can now  foresee,
               materially adversely affect the business,  properties,  assets or
               condition, financial or other, of the Company .

               Without  limiting the foregoing,  the Company has no knowledge or
               belief that there  exists,  or there is pending or  planned,  any
               patent,  invention,  device,  application  or  principle  or  any
               statute,  rule,  law,  regulation,  standard  or code which would
               materially adversely affect the condition, financial or other, or
               the operations of the Company .

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
Each  of the  Investors  represents  and  warrants  to the  Company  as follows:


3.1              Authorization.  When executed and  delivered by such  Investor,
                 this  Agreement will  constitute the valid and legally  binding
                 obligation of such Investor.

                                       4
<PAGE>

3.2              Accredited Investor. Such Investor (other than those identified
                 in writing to counsel for the Company  prior to the Closing) is
                 an  "accredited  investor"  as that term is defined in Rule 501
                 promulgated under the Act.

4. SECURITIES ACT OF 1933.

4.1      Investment Representation.

               (a) This Agreement is made with each of the Investors in reliance
               upon their respective  representations  to the Company,  which by
               its acceptance hereof each of the Investors hereby confirms, that
               the Shares to be received will be acquired for  investment for an
               indefinite  period for its own account and not with a view to the
               sale or  distribution  of any  part  thereof,  and that it has no
               present intention of selling or otherwise  distributing the same,
               but subject,  nevertheless,  to any  requirement  of law that the
               disposition  of its  property  shall at all times be  within  its
               control.  By  executing  this  Agreement,  each of the  Investors
               further   represents   that  it  does  not  have  any   contract,
               undertaking,  agreement or arrangement with any person to sell or
               transfer  to such  person any of the  Shares or any Common  Stock
               acquired on conversion of the Shares (all of such  securities are
               hereinafter collectively referred to as the "Securities").

               (b) Each of the Investors understands that the Securities are not
               and may never be registered  under the Act on the ground that the
               sale  provided  for  in  this   Agreement  and  the  issuance  of
               securities  is exempt  pursuant to Section 4(2) of the Act and/or
               Rule 506 of  Regulation  D  thereunder,  and  that the  Company's
               reliance on such  exemption is predicated on its  representations
               set forth herein.

               (c) Each of the Investors  agrees that in no event will it make a
               disposition of any of the Securities, unless the Securities shall
               have been registered under the Act, unless and until (i) it shall
               have  notified the Company with a statement of the  circumstances
               surrounding  the  proposed  disposition  and (ii) it  shall  have
               furnished  the  Company  with an opinion  of  counsel  reasonably
               satisfactory   to  the  Company  to  the  effect  that  (A)  such
               disposition  will not  require  registration  of such  securities
               under the Act,  and (B) that  appropriate  action  necessary  for
               compliance  with  the Act has  been  taken.  Notwithstanding  the
               foregoing,  each Investor may distribute any of the Securities to
               the owners of its equity.

               (d) Each of the Investors  represents that it is able to fend for
               itself in the  transactions  contemplated by this Agreement,  has
               such knowledge and  experience in financial and business  matters
               as to be  capable  of  evaluating  the  merits  and  risks of its
               investment,  has the  ability to bear the  economic  risks of its
               investment and has been furnished with and has had access to such
               information  as  would  be  made  available  in  the  form  of  a
               registration  statement together with such additional information
               as is  necessary  to  verify  the  accuracy  of  the  information
               supplied and to have all  questions  which have been asked by the
               Investors answered by the Company.

               (e)  Each of the  investors  understands  that if a  registration
               statement  covering the Securities under the Act is not in effect
               when it desires to sell any of the Securities, it may be required
               to hold such Securities for an indeterminate  period. Each of the
               Investors also  acknowledges that it understands that any sale of
               the  Securities  which might be made by it in reliance  upon Rule
               144  under  the Act  may be  made  only  in  limited  amounts  in
               accordance with the terms and conditions of that Rule.


                                       5
<PAGE>


4.2            Legends.   All   certificates   for  the  Securities  shall  bear
               substantially the following legend: "THE SHARES EVIDENCED BY THIS
               CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
               1933,  AS  AMENDED,  AND HAVE BEEN  ACQUIRED  BY THE  ISSUEE  FOR
               INVESTMENT  PURPOSES.  SAID SHARES MAY NOT BE SOLD OR TRANSFERRED
               UNLESS (A) THEY HAVE BEEN  REGISTERED  UNDER SAID ACT, OR (B) THE
               TRANSFER  AGENT (OR THE  COMPANY IF THEN  ACTING AS ITS  TRANSFER
               AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY TO
               COUNSEL FOR THE COMPANY OR A `NO-ACTION' OR  INTERPRETIVE  LETTER
               FROM THE  SECURITIES  AND EXCHANGE  COMMISSION TO THE EFFECT THAT
               SUCH REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH
               SALE OR TRANSFER."

4.3            Rule 144. The Company covenants and agrees that: (i) at all times
               while it is subject to the reporting  requirements  of Section 13
               or 15(d) of the  Securities  Exchange Act of 1934 it will use its
               best  efforts  to  comply  with the  current  public  information
               requirements  of Rule  144(c)(1)  under the Act; and (ii) it will
               furnish the Investors upon request with all information about the
               Company required for the preparation and filing of Form 144.

5.             CONDITIONS TO INVESTORS' OBLIGATIONS AT CLOSING.

               The obligations of the Investors under  paragraphs 1.1 and 1.2 of
               this  Agreement are subject to the  fulfillment  at or before the
               Closing of each of the following conditions:

5.1            Representations   and   Warranties.   The   representations   and
               warranties  contained  in  Paragraph  2  hereof,  subject  to the
               disclosures  contained  in  Exhibit 2, shall be true on and as of
               the Closing.

5.2            Performance.  The Company shall have  performed and complied with
               all  agreements and conditions  contained  herein  required to be
               performed or complied with by it on or before the Closing.

5.3            State  Securities  Laws.  The Company  intends to comply with all
               requirements under all the state of Colorado securities laws with
               respect to the offer and sale of the Shares and the Common  Stock
               to be issued upon the conversion thereto.

5.4            Compliance  Certificate.  There shall have been delivered to each
               of the Investors a certificate, dated the Closing Date, signed by
               the Company's president, certifying that the conditions specified
               in paragraphs 5.1, 5.2, 5.3, 5.4, and 5.8 have been fulfilled.

5.5            Opinion of Counsel.  There shall have been  delivered  to each of
               the  Investors  an opinion of counsel for the  Investors,  to the
               effect that

               (i) the Company is a corporation duly organized, validly existing
               and in good standing under the laws of the State of Colorado;

               (ii) this  Agreement  has been  duly  authorized,  executed,  and
               delivered by the Company and  constitutes a valid and enforceable
               obligation of the Company in accordance with its terms and, after
               investigation   deemed  reasonable  by  such  counsel  under  the
               circumstances, such counsel has no knowledge of any breach by the
               Company of its  representations,  warranties and covenants  under
               this Agreement (except as noted in Exhibit 2);

                                       6
<PAGE>

               (iii) the Shares have been duly authorized,  issued and delivered
               and are validly outstanding;

               (iv) upon issuance and sale of the Shares, the Company shall have
               outstanding an aggregate of ______________________  (___________)
               shares of Common Stock;


               (v)  such  issue  and  sale  is  exempt,   and  no   approval  or
               authorization  of any  other  public  body is  necessary  for the
               issuance and sale by the Company of the Shares, and based in part
               upon the  representations of the Investors,  the offer, sale, and
               delivery of the Shares under the  circumstances  contemplated  by
               this Agreement constitutes an exempt transaction under the Act.

5.6            Proceedings and Documents. All corporate and other proceedings in
               connection  with the  transactions  contemplated  at the  Closing
               hereby  and  all  documents  and  instruments  incident  to  such
               transactions  will be  reasonably  satisfactory  in substance and
               form to the  Investors and their  counsel,  and the Investors and
               their counsel will have received all such  counterpart  originals
               or  certified  or  other  copies  of such  documents  as they may
               reasonably request.

6.             CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.

The  obligations  of the Company under  paragraphs 1.1 and 1.2 of this Agreement
are subject to the fulfillment at or before the Closing of each of the following
conditions:

6.1            Warranties  True on the Closing  Date.  The  representations  and
               warranties of each of the Investors contained in paragraphs 3 and
               4  hereof  shall be true on and as of the  Closing  with the same
               effect as though said  representations  and  warranties  had been
               made on and as of the Closing.

7.             COVENANTS

7.1            Financial Statements.  The Company promptly shall deliver to each
               holder of Shares annual financial statements (See Exhibit 4).

8.             MISCELLANEOUS

8.1            Agreement is Entire Contract.  Except as specifically  referenced
               herein,  this Agreement  constitutes the entire contract  between
               the parties  hereto  concerning  the subject matter hereof and no
               party  shall be liable or bound to the other in any manner by any
               warranties,  representations  or covenants except as specifically
               set forth  herein.  Any  previous  agreement  among  the  parties
               related  to  the  transactions  described  herein  is  superseded
               hereby. The terms and conditions of this Agreement shall inure to
               the benefit of and be binding upon the respective  successors and
               assigns of the parties hereto. Nothing in this Agreement, express
               or implied,  is intended to confer upon any party, other than the
               parties hereto, and their respective  successors and assigns, any
               rights, remedies,  obligations, or liabilities under or by reason
               of this Agreement, except as expressly provided herein.

8.2            Governing Law. This Agreement  shall be governed by and construed
               under the laws of the State of  Colorado,  country  of the United
               States of America.

8.3            Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument.

                                       7
<PAGE>

8.4

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

8.5            Notices.  Any notice  required or  permitted  hereunder  shall be
               given in  writing  and shall be  deemed  effectively  given  upon
               personal  delivery  or upon  deposit  in the United  States  Post
               Office, by registered or certified mail,  addressed to a party at
               its  address  hereinafter  shown below its  signature  or at such
               other  address  as such  party  may  designate  by ten (10)  days
               advance written notice to the other party.

                                    TO THE INVESTORS:
                                    -----------------
                                    -------------------------
                                    -------------------------
                                    -------------------------
                                    -------------------------



                                    TO THE COMPANY:
                                    ---------------
                                    RPM TECHNOLOGIES, INC.
                                    TWO MID AMERICA PLAZA
                                    8th FLOOR
                                    OAKBROOK TERRACE, IL  60181
                                    ATTN: CHARLES FOERG, PRESIDENT


8.6            Finder's  Fee. Each party hereto  represents  that it is not, and
               will not be, obligated for any finder's fee or commission payable
               in  cash  in  connection  with  this  transaction.  Each  of  the
               Investors  hereby  agrees to indemnity  and to hold  harmless the
               Company from any liability for any commission or  compensation in
               the  nature of a  finder's  fee (and the costs  and  expenses  of
               defending against such liability or asserted liability) for which
               any such Investor or any of its employees or  representatives  is
               responsible.  The Company  agrees to indemnify  and hold harmless
               the  Investors   from  any  liability  for  any   commission  and
               compensation  in the nature of a finder's  fee (and the costs and
               expenses  of  defending   against  such   liability  or  asserted
               liability)  for  which  the  Company  or  any  of  its  officers,
               employees or representatives is responsible.

8.7            Legal Fees and Expenses.  The Company  agrees upon the Closing to
               pay  its  legal  fees  and  expenses  of  counsel,   incurred  in
               connection  with the  negotiation and execution of this Agreement
               and  related   documents  and  with  obtaining  any  governmental
               consents and taking such compliance actions,  including,  without
               limitation,  securities  law filing as are required in connection
               therewith.

8.8            Survival of Warranties. The warranties and representations of the
               Company  contained in or made  pursuant to this  Agreement  shall
               survive the  execution  and  delivery of this  Agreement  and the
               Closing hereunder.

8.9            Amendment of Agreement.  Except as expressly provided herein, any
               provision of this Agreement may be amended or waived on behalf of
               all Investors by a written  instrument  signed by the Company and
               by Investors  holding at least a majority of the aggregate of the
               shares of Common Stock issuable and issued upon conversion of the
               Shares.


                                       8
<PAGE>


IN WITNESS  WHEREOF,  the Parties have caused this  Agreement to be signed as of
the day and year first above written.

RPM TECHNOLOGIES INC.                         INVESTORS:

By:                                           By:


-----------------                                 ---------------------------
Mr. Charles Foerg
President                                     Individually, For Investors

--------------                                --------------
Date                                          Date

ATTEST:                                       ATTEST:


---------------------                         ---------------------

                                       9
<PAGE>


                                    Exhibit 1

                               LIST OF PURCHASERS

NAME                       AMOUNT           # OF SHARES       DATE
----                       ------           -----------       ----



TOTAL                      $__________      _______ Shares


                                       10
<PAGE>


                                    Exhibit 2

                                     COMPANY

                          REPRESENTATIONS & WARRANTIES



                                       11
<PAGE>



                                    Exhibit 3

                                     COMPANY

                          CERTIFICATE OF INCORPORATION

                                   AMENDMENTS
                                     BYLAWS


                                       12
<PAGE>



                                    Exhibit 4

                                     COMPANY

                              FINANCIAL STATEMENTS