STOCK PURCHASE AGREEMENT

         This Stock  Purchase  Agreement is entered into and effective as of the
___ day of July,  2000,  by and among  Logio,  Inc., a Nevada  corporation  (the
"Company"),  and the persons and  entities  listed on the  Schedule of Investors
attached hereto as Schedule "A"  (collectively,  the "Investors," and severally,
the "Investor").

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, the Company and the Investors agree as follows:

         1.  Authorization  of Sale of the  Shares.  Subject  to the  terms  and
conditions of this  Agreement,  the Company has authorized the sale of 2,000,000
shares (the "Shares") of common stock, par value US$0.001 per share (the "Common
Stock"), of the Company.

         2.  Agreement to Sell and Purchase the Shares;  Escrow.  At the Closing
(as  defined in Section  3), the Company  will sell to the  Investors,  and each
Investors will buy from the Company,  upon the terms and conditions  hereinafter
set forth, the Shares set forth opposite such Investor's name on Schedule A at a
purchase price of $.70 per share, and an aggregate purchase price of $1,400,000.
On or before July 31, 2000,  each Investor shall deposit into an escrow account,
pursuant  and  subject  to the  terms and  conditions  of the  Escrow  Agreement
attached  hereto as Exhibit 1, an amount equal to the  purchase  price per share
multiplied by the number of Shares such Investor shall buy from the Company.

         3.  Delivery  of the  Shares  at the  Closing.  The  completion  of the
purchase  and  sale  of the  Shares  (the  "Closing")  shall  occur  as  soon as
practicable  and as agreed by the parties hereto  following  notification by the
staff of the U.S.  Securities and Exchange  Commission (the "Commission") to the
Company  of the  staff's  willingness  to  declare  effective  the  registration
statement  to be filed by the  Company  pursuant  to  Section  7.1  hereof  (the
"Registration  Statement") at a place and time (the "Closing Date") to be agreed
upon by the Company and the Investors.

         At the Closing, the Company shall deliver to the Escrow Agent in behalf
of each Investor one or more stock  certificates  registered in the name of such
Investor,  or in such nominee  name(s) as may be  designated by such Investor in
writing,  representing  the Shares  purchased  by such  Investor  and bearing an
appropriate  legend  referring to the fact that the Shares were sold in reliance
upon the  exemption  from  registration  under the  Securities  Act of 1933,  as
amended  (the  "Securities  Act")  provided by Section 4(2) thereof and Rule 506
thereunder.  The  Company  will  promptly  substitute  one or  more  replacement
certificates  without  the  legend  at such time as the  Registration  Statement
becomes  effective.  The  name(s)  in which  the  stock  certificates  are to be
registered are set forth in the Stock Certificate  Questionnaire attached hereto
as part of Appendix I. The  Company's  obligation  to complete  the purchase and
sale of the Shares and deliver such stock certificate(s) to the Investors at the
Closing shall be subject to the following  conditions,  any one or more of which
may be waived by the  Company:  (a) receipt by the Company of same-day  funds in
the full amount of the purchase price for the Shares being purchased  hereunder;
and (b) the accuracy of the representations and warranties made by the Investors
and the fulfillment of those undertakings of the Investors to be fulfilled prior
to the Closing.  The  Purchaser's  obligation  to accept  delivery of such stock
certificate(s)  and to pay for the Shares evidenced  thereby shall be subject to
the following  conditions:  (a) the staff of the Commission  having notified the
Company  of the  staff's  willingness  to  declare  the  Registration  Statement
effective on or prior to the 60th day after the date the Registration  Statement
was filed by the Company;  and (b) the accuracy in all material  respects of the
representations and warranties made by the Company herein and the fulfillment in
all material respects of those undertakings of the Company to be fulfilled prior
to  Closing,  including  the  Company's  undertaking  to  prepare  and  file the
Registration Statement pursuant to Section 7.1(a) hereof.

         4.  Representations,  Warranties  and  Covenants  of the  Company.  The
Company hereby represents and warrants to, and covenants with, the Investors, as
of the date hereof and as of the Closing, as follows:

                  4.1   Organization  and   Qualification.   The  Company  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada.  The  Company  has no  subsidiaries  (as  defined in the
Securities  Act).  The  Company  has  the  power  and  authority,  corporate  or
otherwise,  as  appropriate,  to own,  lease and operate its  properties  and to
conduct its  business as currently  conducted  and to enter into and perform its
obligations  under this  Agreement.  The Company is duly  qualified as a foreign
corporation  or other  appropriate  entity to transact  business  and is in good
standing in each jurisdiction in which such  qualification is required,  whether
by reason of the  ownership  or leasing of property or the conduct of  business,
except  where  the  failure  to so  qualify  would  not  individually  or in the
aggregate  have a  material  adverse  effect  on  the  condition  (financial  or
otherwise),  earnings, properties,  business, prospects or results of operations
of the Company (a "Material Adverse Effect").

                  4.2  Authorized  Capital  Stock.  The issued  and  outstanding
shares of the  Company's  Common  Stock have been duly  authorized  and  validly
issued,  are fully paid and  nonassessable,  have been issued in compliance with
all U.S.  federal and state securities laws, and were not issued in violation of
or are not otherwise  subject to any preemptive or other similar rights or other
rights to subscribe for or purchase securities.  Except as set forth on Schedule
4.2, the Company does not have  outstanding any options or warrants to purchase,
or any  preemptive  rights or other rights to subscribe for or to purchase,  any
securities or obligations  convertible  into, or any contracts or commitments to
issue or sell, shares of its capital stock or any shares of capital stock of any
subsidiary  and  there  is no  commitment,  plan or  arrangement  to  issue  any
securities or  obligations  convertible  into any shares of capital stock of the
Company or any such options, rights, convertible securities or obligations.

                  4.3 Issuance, Sale and Delivery of the Shares. The Shares have
been duly authorized and, when issued,  delivered and paid for in the manner set
forth in this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable. No preemptive rights or other rights to subscribe for or purchase
exist  with  respect  to the  issuance  and sale of the  Shares  by the  Company
pursuant to this Agreement.  Except for rights disclosed in the Company's Annual
Report on Form 10-K for the fiscal year ended  December  31,  1999 (the  "Annual
Report"), no stockholder of the Company has any right (which has not been waived
or has not  expired  by reason of lapse of time  following  notification  of the
Company's intent to file the  Registration  Statement) to request or require the
Company to register the sale of any shares owned by such  stockholder  under the
Securities Act in the Registration  Statement.  No further approval or authority
of the  stockholders  or the Board of  Directors of the Company will be required
for  the  issuance  and  sale  of  the  Shares  to be  sold  by the  Company  as
contemplated herein.

                  4.4 Due Execution, Delivery and Performance of the Agreements.
The Company has full legal right,  corporate  power and  authority to enter into
the Agreements and perform the transactions contemplated hereby and thereby. The
Agreements have been duly authorized, executed and delivered by the Company. The
execution,  delivery and  performance  of the  Agreements by the Company and the
consummation  of the  transactions  herein  and  therein  contemplated  will not
violate any  provision of the  organizational  documents of the Company and will
not result in the creation of any lien, charge, security interest or encumbrance
upon any assets or property of the Company  pursuant to the terms or  provisions
of,  or will not  conflict  with,  result  in the  breach  or  violation  of, or
constitute,  either by itself or upon notice or the  passage of time or both,  a
default under any agreement, mortgage, deed of trust, lease, franchise, license,
indenture,  permit or other  instrument  to which the  Company  is a party or by
which the Company or any of their  respective  assets or properties may be bound
or affected or, to the Company's  knowledge,  any statute or any  authorization,
judgment, decree, order, rule or regulation of any court or any regulatory body,
administrative  agency or other  governmental  body applicable to the Company or
any of their respective properties. No consent, approval, authorization or other
order of any court, regulatory body, administrative agency or other governmental
body is required for the execution,  delivery and  performance of the Agreements
or the consummation of the transactions  contemplated hereby or thereby,  except
for  compliance  with  the  Blue Sky  laws  and  U.S.  federal  securities  laws
applicable to the offering of the Shares. Upon their execution and delivery, and
assuming the valid  execution  thereof by the  Investors,  the  Agreements  will
constitute legal, valid and binding  obligations of the Company,  enforceable in
accordance with their respective terms,  except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting  creditors'  rights  generally  and  except as  enforceability  may be
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability  is considered in a proceeding in equity or at law) and except as
the  indemnification  agreements  of the  Company in  Section  7.3 hereof may be
legally unenforceable.

                  4.5 Accountants.  Grant Thornton LLP has expressed its opinion
with respect to the audited consolidated financial statements to be incorporated
by reference into the  Registration  Statement and the Prospectus  which forms a
part thereof from the Company's Annual Report,  and are independent  accountants
as  required by the  Securities  Act and the rules and  regulations  promulgated
thereunder (the "Rules and Regulations").

                  4.6 No  Defaults.  The  Company  is not  (i) in  violation  or
default of any  provision  of its  articles  of  incorporation,  bylaws or other
organizational  documents,  or (ii) in breach of or default  with respect to any
provision of any agreement,  judgment,  decree, order, mortgage,  deed of trust,
lease, franchise,  license, indenture, permit or other instrument to which it is
a party or by which it or any of its assets or properties are bound,  except for
violations,  breaches and defaults which  individually or in the aggregate would
not have a Material  Adverse Effect;  and there does not exist any state of fact
which,  with  notice  or  lapse of time or both,  would  constitute  an event of
default on the part of the  Company as defined in such  documents,  except  such
defaults  which  individually  or in the  aggregate  would  not have a  Material
Adverse Effect.

                  4.7 No Actions.  There are no legal or  governmental  actions,
suits or proceedings pending or, to the Company's knowledge, threatened to which
the  Company  is or may be a party or of which  property  owned or leased by the
Company is or may be the subject,  or related to environmental or discrimination
matters, which actions, suits or proceedings,  individually or in the aggregate,
might prevent or might reasonably be expected to materially and adversely affect
the transactions  contemplated by this Agreement or result in a material adverse
change  in  the  condition  (financial  or  otherwise),   properties,  business,
prospects  or  results of the  operations  of the  Company,  taken as a whole (a
"Material  Adverse  Change");  and no labor  disturbance by the employees of the
Company  exists  or,  to  the  Company's  knowledge,  is  imminent  which  might
reasonably be expected to have a Material  Adverse Effect.  The Company is not a
party to or subject to the  provisions  of any  material  injunction,  judgment,
decree or order of any court,  regulatory  body  administrative  agency or other
governmental body.

                  4.8 Properties.  The Company has good and marketable  title to
all the properties and assets required for the continued conduct of its business
as described in the Annual Report, subject to no lien, mortgage,  pledge, charge
or encumbrance of any kind except (i) those, if any,  reflected in the Financial
Statements  (including the notes thereto),  or (ii) those which are not material
in amount and do not materially  and adversely  affect the use made and intended
to be made of such  property  by the  Company.  The  Company  holds  its  leased
properties  under  valid and binding  leases,  with such  exceptions  as are not
materially  significant  in relation to the business of the Company,  taken as a
whole.  The Company owns or leases all such  properties  as are necessary to its
operations as now conducted.

                  4.9 No  Material  Change.  Since  December  31,  1999  (i) the
Company  has  not  incurred  any  liabilities  or  obligations,   indirect,   or
contingent, or entered into any verbal or written agreement or other transaction
which is not in the  ordinary  course of business or which could  reasonably  be
expected to result in a material reduction in the future earnings of the Company
or in a Material  Adverse  Effect,  other  than as  disclosed  in the  Company's
Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2000;  (ii) the
Company has not sustained any material loss or interference  with its businesses
or  properties  from fire,  flood,  windstorm,  accident or other  calamity  not
covered by  insurance;  (iii) the Company has not paid or declared any dividends
or other  distributions with respect to its capital stock and the Company is not
in default in the  payment of  principal  or interest  on any  outstanding  debt
obligations;  (iv)  there has not been any  change in the  capital  stock of the
Company,  other  than the sale of the  Shares  hereunder  and  shares or options
issued  pursuant to exercise of  outstanding  warrants or employee  and director
stock option plans approved by the Company's Board of Directors, or indebtedness
material to the Company (other than in the ordinary course of business); and (v)
there has not been a change that would result in a Material Adverse Change.

                  4.10 Intellectual  Property.  Except as otherwise disclosed in
the  filings  made by the  Company  with the SEC,  (i) the  Company  owns or has
obtained valid licenses,  options or rights to use for the material  inventions,
patent  applications,  patents,  trademarks (both registered and  unregistered),
trade  names,  copyrights  and trade  secrets  necessary  for the conduct of the
Company's  businesses as currently  conducted  (collectively,  the "Intellectual
Property");  (ii) the Company has not received  notice of any third  parties who
have any ownership rights to any Intellectual  Property that is owned by, or has
been  licensed to, the Company that would  preclude the Company from  conducting
its business as currently conducted;  (iii) to the Company's knowledge there are
currently no actions of the Company that would  constitute  an  infringement  by
third parties of any material  Intellectual Property owned, licensed or optioned
by the  Company;  (iv)  there is no  pending  or,  to the  Company's  knowledge,
threatened action, suit, proceeding or claim by others challenging the rights of
the  Company in or to any  material  Intellectual  Property  owned,  licensed or
optioned by the Company; (v) there is no pending or, to the Company's knowledge,
threatened action, suit,  proceeding or claim by others challenging the validity
or scope of any material  Intellectual  Property owned,  licensed or optioned by
the  Company;  and (vi)  there is no  pending  or, to the  Company's  knowledge,
threatened  action,  suit,  proceeding  or claim  by  others  that  the  Company
infringes or otherwise violates any patent, trademark,  copyright,  trade secret
or other  proprietary  right of others as would reasonably be expected to result
in a Material Adverse Effect.

                  4.11 Compliance.  The Company has not been advised, and has no
reason to believe, that it is not conducting its business in compliance with all
applicable  laws,  rules and  regulations  of the  jurisdictions  in which it is
conducting  business,  except  where  failure to be so in  compliance  would not
individually or in the aggregate have a Material Adverse Effect.

                  4.12 Books and Records. The books, records and accounts of the
Company  accurately and fairly reflect,  in reasonable  detail, the transactions
in, and  dispositions  of, the assets of, and the results of operations  of, the
Company, all to the extent required by generally accepted accounting principles.
The Company  maintains a system of internal  accounting  controls  sufficient to
provide  reasonable  assurances that (i) transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
accordance with generally accepted  accounting  principles and to maintain asset
accountability,  (iii) access to assets is  permitted  only in  accordance  with
management's   general  or  specific   authorization   and  (iv)  the   recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

         5.       Representations, Warranties and Covenants of the Investors.

                  (a) Each  Investor  represents  and warrants to, and covenants
with, the Company that: (i) such Investor is  knowledgeable,  sophisticated  and
experienced  in making,  and is  qualified  to make,  decisions  with respect to
investments in shares  representing an investment decision like that involved in
the purchase of the Shares,  including  investments in securities  issued by the
Company, and has requested, received, reviewed and considered all information it
deems relevant in making an informed decision to purchase the Shares;  (ii) such
Investor is acquiring the Shares in the ordinary  course of its business and for
its  own  account  for  investment  only  and  with  no  present   intention  of
distributing  any of such Shares or any  arrangement or  understanding  with any
other persons  regarding the  distribution  of such Shares within the meaning of
Section 2(11) of the  Securities  Act;  (iii) such Investor will not directly or
indirectly,  offer, sell,  pledge,  transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of the
Shares  except  in  compliance  with  the  Securities  Act  and  the  Rules  and
Regulations  thereunder;  (iv)  such  Investor  has  completed  or  caused to be
completed the Registration  Statement  Questionnaire  and the Stock  Certificate
Questionnaire, both attached hereto as Appendix I, for use in preparation of the
Registration  Statement,  and the answers thereto are true and correct as of the
date  hereof  and  will be true  and  correct  as of the  effective  date of the
Registration Statement; and (v) such Investor is an "accredited investor" within
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

                  (b) Each  Investor  hereby  covenants  with the Company not to
make any sale of the Shares under the Registration Statement without effectively
causing the prospectus  delivery  requirement under the Securities Act, and each
Investor  acknowledges  and agrees that such Shares are not  transferable on the
books of the Company  unless the  certificate  submitted to the  transfer  agent
evidencing the Shares is accompanied by a separate officer's certificate: (i) in
the form of  Appendix  II  hereto,  (ii)  executed  by an  officer  of, or other
authorized person designated by, the Investors, and (iii) to the effect that (A)
the Shares have been sold in accordance  with the  Registration  Statement,  the
Securities Act and the Rules and Regulations and any applicable state securities
or blue sky laws and (B) the requirement of delivering a current  prospectus has
been satisfied.  Each Investor acknowledges that there may occasionally be times
when the Company  must suspend the use of the  prospectus  forming a part of the
Registration  Statement  until such time as an  amendment or  supplement  to the
Registration  Statement or the  Prospectus has been filed by the Company and any
such  amendment  to the  Registration  Statement  is declared  effective  by the
Commission,  or until such time as the Company has filed an  appropriate  report
with the Commission pursuant to the Exchange Act. Each Investor hereby covenants
that it will not sell any Shares pursuant to said  prospectus  during the period
commencing at the time at which the Company gives the Investors  written  notice
of the  suspension  of the use of said  prospectus  and  ending  at the time the
Company gives the  Investors  written  notice that the Investors may  thereafter
effect sales pursuant to said  prospectus.  Each Investor  further  covenants to
notify the Company promptly of the sale of all of its Shares.

                  (c) Each  Investor  further  represents  and  warrants to, and
covenants  with,  the Company  that (i) such  Investor  has full  right,  power,
authority  and  capacity  to enter into this  Agreement  and to  consummate  the
transactions  contemplated  hereby and has taken all necessary action,  obtained
all necessary  consents and has satisfied or will satisfy all  notification  and
filing  requirements   necessary  to  authorize  the  execution,   delivery  and
performance of this Agreement by such Investor,  and (ii) upon the execution and
delivery of this Agreement,  this Agreement shall constitute a legal,  valid and
binding  obligation of such Investor,  enforceable in accordance with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as  enforceability  may be subject  to general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law) and except as the indemnification  agreements of the Investors
in Section 7.3 hereof may be legally unenforceable.

         6.   Survival   of   Representations,    Warranties   and   Agreements.
Notwithstanding  any  investigation  made by any  party to this  Agreement,  all
covenants,  agreements,  representations  and warranties made by the Company and
the Investors herein and in the  certificates for the Shares delivered  pursuant
hereto  shall  survive the  execution  of this  Agreement,  the  delivery to the
Investors of the Shares being purchased and the payment therefor.

         7.      Registration of the Shares; Compliance with the Securities Act.

                  7.1  Registration Procedures and Expenses.  The Company shall:

                  (a)  as  soon  as  practicable,  prepare  and  file  with  the
Commission  the  Registration  Statement on Form S-1 relating to the sale of the
Shares by the Investors  from time to time on the  facilities of any  securities
exchange   on  which  the   Company's   Common   Stock  is  then  traded  or  in
privately-negotiated transactions;

                  (b)  use  its  reasonable  efforts,   subject  to  receipt  of
necessary information from the Purchasers,  to cause the staff of the Commission
to notify the Company of the  staff's  willingness  to declare the  Registration
Statement effective within 60 days after the Registration  Statement is filed by
the Company;

                  (c) prepare and file with the Commission  such  amendments and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the  earlier  of (i) two years  after  the  effective  date of the  Registration
Statement  or (ii) the date on which the Shares may be resold by the  Purchasers
without  registration  by reason of Rule 144(k) under the  Securities Act or any
other rule of similar effect;

                  (d)  furnish  to the  Investors  with  respect  to the  Shares
registered under the Registration Statement (and to each underwriter, if any, of
such Shares) such number of copies of  prospectuses  and such other documents as
the Investors may reasonably  request, in order to facilitate the public sale or
other  disposition  of all or any of  the  Shares  by the  Investors;  provided,
however, that the obligation of the Company to deliver copies of prospectuses to
the  Investors  shall be subject to the  receipt  by the  Company of  reasonable
assurances from the Investors that the Investors will comply with the applicable
provisions of the Securities  Act and of such other  securities or blue sky laws
as may be applicable in connection with any use of such prospectuses;

                  (e) file documents required of the Company for normal blue sky
clearance in states  specified in writing by the Investors;  provided,  however,
that the  Company  shall not be required to qualify to do business or consent to
service of process in any  jurisdiction  in which it is not now so  qualified or
has not so consented; and

                  (f) bear all expenses in  connection  with the  procedures  in
paragraphs  (a) through  (e) of this  Section  7.1 and the  registration  of the
Shares pursuant to the Registration Statement,  other than fees and expenses, if
any, of counsel or other  advisers to the Investors or  underwriting  discounts,
brokerage fees and commissions incurred by the Investors, if any.

                  7.2  Transfer  of Shares  After  Registration.  The  Investors
agrees  that it will not  effect any  disposition  of the Shares or its right to
purchase  the Shares  that would  constitute  a sale  within the  meaning of the
Securities Act, except as contemplated in the Registration Statement referred to
in Section 7.1, and that it will  promptly  notify the Company of any changes in
the information set forth in the Registration  Statement regarding the Investors
or its plan of distribution.

                  7.3      Indemnification. For the purpose of this Section 7.3:

                           (i) the  term  "Investors/Affiliate"  shall  mean the
Investors  and any person  who  controls  the  Investors  within the  meaning of
Section 15 of the Securities Act; and

                           (ii) the term "Registration  Statement" shall include
any final prospectus,  exhibit,  supplement or amendment included in or relating
to the Registration Statement referred to in Section 7.1.

                  (a) The Company  agrees to  indemnify  and hold  harmless  the
Investors  and each  Investor/Affiliate,  against any losses,  claims,  damages,
liabilities  or  expenses,  joint or  several,  to  which  the  Investors  or an
Investor/Affiliate  may become subject, under the Securities Act, the Securities
Exchange Act of 1934, as amended, or any other federal or state statutory law or
regulation,  or at common  law or  otherwise  (including  in  settlement  of any
litigation,  if such  settlement  is effected  with the  written  consent of the
Company),  insofar as such losses, claims, damages,  liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in the Registration  Statement,  including the prospectus,  financial statements
and schedules,  and all other documents  filed as a part thereof,  as amended at
the  time  of  effectiveness  of  the  Registration  Statement,   including  any
information deemed to be a part thereof as of the time of effectiveness pursuant
to  paragraph  (b) of Rule  430A,  or  pursuant  to Rule  434,  of the Rules and
Regulations,  or the  prospectus,  in the form first  filed with the  Commission
pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration
Statement at the time of effectiveness if no Rule 424(b) filing is required (the
"Prospectus"),  or any amendment or supplement  thereto,  or arise out of or are
based upon the  omission or alleged  omission to state in any of them a material
fact required to be stated therein or necessary to make the statements in any of
them not misleading in light of the circumstances under which they were made, or
arise  out of or are  based  in  whole  or in  part  on  any  inaccuracy  in the
representations  and warranties of the Company  contained in this Agreement,  or
any failure of the Company to perform its  obligations  hereunder  or under law,
and will reimburse the Investors and each such  Investor/Affiliate for any legal
and other expenses as such expenses are reasonably  incurred by the Investors or
such Investor/Affiliate in connection with investigating,  defending,  settling,
compromising  or paying  any such loss,  claim,  damage,  liability,  expense or
action; provided,  however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage, liability or expense arises out
of or is based upon (i) an untrue  statement  or  alleged  untrue  statement  or
omission or alleged omission made in the Registration Statement,  the Prospectus
or any amendment or supplement  thereto in reliance upon and in conformity  with
written information  furnished to the Company by the Investors expressly for use
therein,  or (ii) the failure of the  Investors to comply with the covenants and
agreements  contained in Sections 5(b) or 7.2 hereof  respecting the sale of the
Shares,  or (iii) the inaccuracy of any  representations  made by such Investors
herein or (iv) any statement or omission in any Prospectus  that is corrected in
any  subsequent  Prospectus  that was  delivered to the  Investors  prior to the
pertinent sale or sales by the Investors.

                  (b)  The  Investors  will  indemnify  and  hold  harmless  the
Company, each of its directors, each of its officers who signed the Registration
Statement and each person,  if any, who controls the Company  within the meaning
of the  Securities  Act against  any losses,  claims,  damages,  liabilities  or
expenses to which the Company,  each of its directors,  each of its officers who
signed the  Registration  Statement or  controlling  person may become  subject,
under the  Securities  Act,  the  Exchange  Act,  or any other  federal or state
statutory  law or  regulation,  or at  common  law or  otherwise  (including  in
settlement of any  litigation,  if such  settlement is effected with the written
consent of such Investor) insofar as such losses, claims,  damages,  liabilities
or expenses (or actions in respect thereof as  contemplated  below) arise out of
or are based upon (i) any failure to comply with the  covenants  and  agreements
contained in Sections  5(b) or 7.2 hereof  respecting  the sale of the Shares or
(ii) the inaccuracy of any representation  made by the Investors herein or (iii)
any untrue or alleged  untrue  statement of any material  fact  contained in the
Registration Statement, the Prospectus,  or any amendment or supplement thereto,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent, but only to the
extent,  that such untrue  statement or alleged untrue  statement or omission or
alleged omission was made in the Registration Statement, the Prospectus,  or any
amendment or supplement thereto, in reliance upon and in conformity with written
information  furnished to the Company by or on behalf of the Investors expressly
for use therein, and will reimburse the Company, each of its directors,  each of
its officers who signed the Registration Statement or controlling person for any
legal  and  other  expense  reasonably  incurred  by the  Company,  each  of its
directors,  each of its  officers  who  signed  the  Registration  Statement  or
controlling  person  in  connection  with  investigating,  defending,  settling,
compromising  or paying  any such loss,  claim,  damage,  liability,  expense or
action.

                  (c) Promptly after receipt by an indemnified  party under this
Section  7.3 of  notice  of the  threat  or  commencement  of any  action,  such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying party under this Section 7.3 promptly notify the indemnifying party
in writing thereof;  but the omission so to notify the  indemnifying  party will
not relieve it from any liability which it may have to any indemnified party for
contribution or otherwise than under the indemnity  agreement  contained in this
Section 7.3 or to the extent it is not  prejudiced  as a result of such failure.
In case any such  action  is  brought  against  any  indemnified  party and such
indemnified party seeks or intends to seek indemnity from an indemnifying party,
the  indemnifying  party will be entitled to participate  in, and, to the extent
that  it may  wish,  jointly  with  all  other  indemnifying  parties  similarly
notified, to assume the defense thereof with counsel reasonably  satisfactory to
such indemnified party; provided,  however, if the defendants in any such action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be a conflict
between the positions of the  indemnifying  party and the  indemnified  party in
conducting  the defense of any such  action or that there may be legal  defenses
available to it and/or other  indemnified  parties which are  different  from or
additional to those available to the indemnifying  party, the indemnified  party
or parties shall have the right to select separate  counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties.  Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel,  the indemnifying party
will not be liable to such  indemnified  party  under this  Section  7.3 for any
legal or other  expenses  subsequently  incurred  by such  indemnified  party in
connection with the defense thereof unless (i) the indemnified  party shall have
employed such counsel in  connection  with the  assumption of legal  defenses in
accordance  with the proviso to the  preceding  sentence  (it being  understood,
however,  that the  indemnifying  party shall not be liable for the  expenses of
more than one separate counsel,  approved by such indemnifying party in the case
of paragraph (a), representing all of the indemnified parties who are parties to
such  action,  or (ii) the  indemnified  party shall not have  employed  counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party within a reasonable time after notice of  commencement of action,  in each
of which  cases the  reasonable  fees and  expenses  of counsel  shall be at the
expense of the indemnifying party.

                  (d) If the indemnification provided for in this Section 7.3 is
required  by its  terms  but is for  any  reason  held to be  unavailable  to or
otherwise  insufficient to hold harmless an indemnified  party under  paragraphs
(a), (b) or (c) of this Section 7.3 in respect to any losses,  claims,  damages,
liabilities or expenses  referred to herein,  then each applicable  indemnifying
party shall contribute to the amount paid or payable by such  indemnified  party
as a result of any losses, claims, damages,  liabilities or expenses referred to
herein (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Investors  from the placement of Common Stock or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits referred to in clause (i) above but the relative fault of the
Company and the  Investors in  connection  with the  statements  or omissions or
inaccuracies  in the  representations  and  warranties  in this  Agreement  that
resulted in such losses,  claims,  damages,  liabilities or expenses, as well as
any other relevant equitable  considerations.  The relative benefits received by
the Company on the one hand and the Investors on the other shall be deemed to be
in the same  proportion  as the  amount  paid by the  Investors  to the  Company
pursuant to this  Agreement for the Shares  purchased by the Investors that were
sold  pursuant  to the  Registration  Statement  bears  to the  difference  (the
"Difference")  between  the amount the  Investors  paid for the Shares that were
sold  pursuant  to the  Registration  Statement  and the amount  received by the
Investors  from such sale. The relative fault of the Company on the one hand and
the  Investors on the other shall be  determined  by  reference  to, among other
things,  whether  the untrue or  alleged  statement  of a  material  fact or the
omission or alleged  omission to state a material fact or the  inaccurate or the
alleged  inaccurate   representation  and/or  warranty  relates  to  information
supplied by the Company or by the  Investors and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The amount paid or payable by a party as a result of the
losses,  claims,  damages,  liabilities and expenses  referred to above shall be
deemed to include, subject to the limitations set forth in paragraph (c) of this
Section  7.3,  any legal or other fees or expenses  reasonably  incurred by such
party in connection  with  investigating  or defending any action or claim.  The
provisions  set forth in  paragraph  (c) of this Section 7.3 with respect to the
notice of the threat or  commencement  of any threat or action  shall apply if a
claim  for  contribution  is to be made  under  this  paragraph  (d);  provided,
however,  that no additional notice shall be required with respect to any threat
or action for which  notice has been given under  paragraph  (c) for purposes of
indemnification.  The Company and the Investors  agree that it would not be just
and  equitable  if  contribution  pursuant to this  Section 7.3 were  determined
solely by pro rata  allocation or by any other method of  allocation  which does
not take account of the equitable  considerations referred to in this paragraph.
Notwithstanding  the provisions of this Section 7.3, the Investors  shall not be
required  to  contribute  any  amount  in  excess  of the  amount  by which  the
Difference  exceeds the amount of any damages that the  Investors  has otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  7.4   Termination   of   Conditions   and   Obligations.   The
restrictions  imposed by Section 5 or this Section 7 upon the transferability of
the Shares shall cease and terminate as to any  particular  number of the Shares
on the date all such Shares are  eligible  for sale under Rule 144(k) or at such
time as an opinion of counsel  satisfactory in form and substance to the Company
shall have been rendered to the effect that such conditions are not necessary in
order to comply with the Securities Act.

                  7.5  Information  Available.   So  long  as  the  Registration
Statement is effective covering the resale of Shares owned by the Investors, the
Company will furnish to the Investors:

                  (a) as soon as practicable after available (but in the case of
the Company's  Annual Report to  Stockholders,  within 120 days after the end of
each  fiscal  year  of the  Company),  one  copy  of (i) its  Annual  Report  to
Stockholders (which Annual Report shall contain financial  statements audited in
accordance with generally accepted  accounting  principles by a national firm of
certified public  accountants),  (ii) if not included in substance in the Annual
Report to  Stockholders,  its Annual  Report on Form 10-K,  (iii) its  Quarterly
Reports on Form 10-Q,  (iv) its Current Reports on Form 8-K, and (v) a full copy
of the particular  Registration Statement covering the Shares (the foregoing, in
each case, excluding exhibits);

                  (b) upon the reasonable request of the Investors, all exhibits
excluded by the parenthetical to subparagraph (a)(v) of this Section 7.5;

                  (c) upon the reasonable request of the Investors, a reasonable
number of copies of the prospectuses to supply to any other party requiring such
prospectuses; and

                  (d) upon the reasonable request of the Investors,  the Company
will  meet with the  Investors  or a  representative  thereof  at the  Company's
headquarters to discuss information  relevant for disclosure in the Registration
Statement   covering  the  Shares,   subject  to   appropriate   confidentiality
limitations as the Company may reasonably require.

                  7.6      Delay in Registration Statement.

                  (a) In the event the Registration Statement to be filed by the
Company pursuant to Section 7.1(a) hereof is not filed with the Commission on or
before  July  31,  2000,  and/or  the  Registration  Statement  is not  declared
effective by the  Commission on or before  September 30, 2000,  then the Company
will pay to each Investor (pro rated on a daily  basis),  as liquidated  damages
for such breach and not as a penalty,  five percent of the purchase  price to be
paid by such  Investor to the Company for every 30 calendar day period until the
Registration  Statement has been filed and/or declared effective,  respectively.
Such payment of the  liquidated  damages shall be made to the Investors in cash,
or in common  stock of the Company,  at the option of the  Company,  immediately
upon demand,  provided,  however,  that the payment of such  liquidated  damages
shall not relieve the Company from its  obligations  to register the Shares.  If
the  Registration  Statement  has not been filed on or before  July 31,  2000 or
declared  effective by the  Commission on or before  October 31, 2000,  then the
Investors shall have the right to terminate this agreement by providing  written
notice of termination to the Company. Said termination,  if it occurs, shall not
release the Company of the  liability to the investor for payment of  liquidated
damages. If the Company does not remit the damages to the Investors as set forth
herein,  the Company  will pay the  Investors  reasonable  costs of  collection,
including   attorneys  fees,  in  addition  to  the  liquidated   damages.   The
registration  of the Shares pursuant to this provision shall not affect or limit
the  Investors'  other  rights  or  remedies  as set  forth  in this  Agreement.
Notwithstanding  the  preceding  provisions,  in the event the  Investors do not
fully fund the  aggregate  purchase  price into the escrow  account  pursuant to
Section 2 hereof on or before July 31, 2000, the date by which the  Registration
Statement  is to be filed  and/or  declared  effective  shall be extended by the
number of days between July 31, 2000 and the date on which the escrow account is
fully funded.

                  (b) The Company agrees that it shall declare the  Registration
Statement  effective  within  three  business  days after being  informed by the
Commission  that it may do so. The Company  further agrees that it shall respond
to any  questions  and/or  comments  from the  Commission  which  relate  to the
Registration  Statement within five business days of receipt of such question or
comment.

         8. Notices.  All notices,  requests,  consents and other communications
hereunder  shall be in writing,  shall be mailed by  first-class  registered  or
certified  airmail,  confirmed  facsimile  or  nationally  recognized  overnight
express  courier  postage  prepaid,  and shall be deemed given when so mailed at
such  address or  addresses  as may have been  furnished  to the other  party in
writing.

         9.  Amendments.  This  Agreement may not be modified or amended  except
pursuant to an  instrument  in writing  signed by the Company and the  Investors
representing a majority of the Shares,  which  modification  or amendment  shall
affect and bind each party hereto.

         10.  Headings.  The headings of the various  sections of this Agreement
have been inserted for  convenience of reference only and shall not be deemed to
be part of this Agreement.

         11.  Severability.  In case any  provision  contained in this should be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

         12. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Utah and the federal law of the United
States of America, without regard to conflicts of law provisions.

         13.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument,  and shall become effective
when  one or more  counterparts  have  been  signed  by each  party  hereto  and
delivered to the other parties.

         In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized  representatives  as of the day and year first
above written.

         Logio, Inc.                             Mid-West First National Corp.


         By:                                     By:
             --------------------------------        -----------------------
                  Kenneth W. Bell,                   _____________________
                  Chief Executive Officer            _____________________


         Trans-Pacific Security Consultants, Inc.    CONDIV Investments, Inc.


         By:                                         By:
             ------------------------------             ----------------------



         Mutual Ventures Corporation

         By:
             -----------------------



<PAGE>



                                   Schedule A
                           to Stock Purchase Agreement
                 by and among Logio, Inc. and Certain Investors
                              dated June ___, 2000


        Investor                            Number of Shares   Purchase Price

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

Trans-Pacific Security Consultants, Inc.       500,000           $350,000
     61 Broadway, Suite 200
     New York, New York  10006

------------------------------------------- ----------------- ----------------
Mid West First National, Inc.                  500,000           $350,000
     295 Greenwich Street
     New York, New York  10007

------------------------------------------- ----------------- ----------------
CONDIV Investments, Inc.                       500,000           $350,000
     7 Piedmont Center, Suite 500
     Atlanta, Georgia  30305

------------------------------------------- ----------------- ----------------
Mutual Ventures Corporation                    500,000           $350,000
     1993 Dewer Drive, Suite 1-254
     Rock Springs, Wyoming  82901

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






<PAGE>


                                   LOGIO, INC.

                      REGISTRATION STATEMENT QUESTIONNAIRE

         In  connection  with the  preparation  of the  Registration  Statement,
please provide us with the following information:

         1._______Pursuant   to  the  "Selling   Stockholder"   section  of  the
Registration Statement, please state your or your organization's name exactly as
it should appear in the Registration Statement:


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

         2._______Please   provide  the  number  of  shares  that  you  or  your
organization  will  own  immediately  after  Closing,   including  those  Shares
purchased  by you or your  organization  pursuant  to this  Agreement  and those
shares purchased by you or your organization through other transactions:

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

         3._______Have  you or your  organization  had any  position,  office or
other material  relationship within the past three years with the Company or its
affiliates?

____________________________________Yes          _________No

         If yes, please indicate the nature of any such relationships below:

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

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

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



<PAGE>


                                   APPENDIX II

Thomas Eldredge
Chief Financial Officer
Logio, Inc.

                   PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE

         The  undersigned,  an officer of, or other  person duly  authorized  by
Mid-West  First  National  Corp.  hereby  certifies that Mid-West First National
Corp. is the Investors of the shares evidenced by the attached certificate,  and
as such,  sold such shares on ________  [date] in accordance  with  Registration
Statement  number  _______  [fill  in  the  number  of  or  otherwise   identify
Registration  Statement] and the requirement of delivering a current  prospectus
by the Company has been complied with in connection with such sale.

                                 By:
                                    ------------------


<PAGE>


                                ESCROW AGREEMENT

         This Escrow  Agreement (the  "Agreement") is entered into and effective
as of the ___ day of July, 2000, by and among Logio,  Inc., a Nevada corporation
(the "Company"), Dan Jackson, an individual (the "Escrow Agent") and the persons
and entities listed on the Schedule of Investors  attached hereto as Exhibit "A"
(collectively,  the  "Investors,"  and  severally,  the  "Investor").  Terms not
otherwise herein defined shall have the respective meaning ascribed to such term
in the Purchase Agreement.

         A. The Company is offering  2,000,000  shares of its common stock,  par
value  $.001  per  share  (the  "Shares")  for an  aggregate  purchase  price of
$1,400,000 to the Investors pursuant to the terms of that certain Stock Purchase
Agreement of even date herewith (the "Purchase  Agreement"),  in compliance with
exemptions  afforded issuers of securities by Section 4(2) of the Securities Act
of 1933,  Regulation D promulgated  thereunder,  and applicable state securities
laws.

         B. The  purchase  price for the Shares  will be payable in cash  which,
pursuant  to the  terms of the  Purchase  Agreement,  will be  deposited  into a
interest  bearing,  segregated  bank account (the  "Escrow  Account")  until the
Company has caused to be declared effective a registration statement to be filed
by the Company pursuant to Section 7.1 of the Purchase Agreement.

         C. The Company and the Investors desire to appoint the Escrow Agent for
the Escrow  Account,  and the Escrow  Agent  desires  to  administer  the escrow
account upon the terms and conditions contained herein.

         Now,  therefore,  in consideration of the premises contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1. Escrow  Account.  The Company and the Investors  hereby  appoint the
Escrow Agent as  depository  to hold funds  deposited by the  Investors  for the
purchase  of the Shares on the terms and subject to the  conditions  hereinafter
provided and in the Purchase Agreement, and the Escrow Agent hereby accepts such
appointment.

         2. Deposit of Purchase Amounts. The funds comprising the purchase price
for the  Shares  shall  be  deposited  with the  Escrow  Agent  directly  by the
Investors.  Each deposit  shall be  accompanied  by  information  regarding  the
Investor, including the Investor's name, address, manner of holding title (e.g.,
sole owner,  joint  tenancy or fiduciary  capacity),  the number of Shares being
purchased  and such other  matters as the Escrow  Agent may,  in his  reasonable
discretion,  request. The Escrow Agent shall place the purchase price amounts in
an interest bearing,  money market account for the benefit of the Company. It is
the Company's intent that all subscription funds deposited with the Escrow Agent
hereunder shall remain the property of the respective  Investors,  and shall not
be  subject  to any lien or charge  by the  Escrow  Agent,  or to  judgments  or
creditor claims against the Company, until such funds are released by the Escrow
Agent in a manner provided herein.  Notwithstanding  the preceding,  the Company
acknowledges  that the Escrow Agent cannot  guarantee  that the funds may not be
reached by  third-party  claimants and that,  should a third-party  make a claim
against some or all of the funds in the Escrow  Account,  the Escrow Agent shall
be obligated to and shall act in accordance with Section 5 hereof. The Investors
shall have no right to withdraw  their  purchase  price  subscriptions  from the
Escrow Account or to receive  interest on their  subscription  funds held by the
Escrow Agent during the term of the Escrow Account.

         3. Release of Funds. Upon notice and instruction to the Escrow Agent by
the Company that the registration  statement  contemplated by Section 7.1 of the
Purchase  Agreement has been declared  effective by the  Commission,  the Escrow
Agent shall,  immediately upon receipt of such  instruction,  deliver all funds,
including  all  interest  thereon,  if any,  to the  Company  in  cash or  other
immediately available funds.

         4. Escrow Agent's  Duties.  It is understood and agreed that the Escrow
Agent shall have no duties or responsibilities  except those expressly set forth
herein.  Except as otherwise  provided  herein,  the Escrow Agent shall take all
such  actions  as the  Company  reasonably  may  request  in writing in order to
effectuate the purposes of this Escrow Agreement.

         5. Reliance by Escrow Agent.  It is further understood and agreed that:

                  5.1 The Escrow  Agent shall be  protected  and acting upon any
notice, request, waiver, receipt,  certificate,  schedule,  approval, consent or
other paper  believed by the Escrow  Agent to be genuine and to be signed by the
proper party or parties.

                  5.2 The  Escrow  Agent  shall be deemed  conclusively  to have
given and delivered any notice required to be given or delivered by it hereunder
if the same is in writing,  signed by the Escrow Agent and mailed to the Company
at its address and in compliance with the notice requirements set forth herein.

                  5.3  The  Company  hereby  agrees  that  it  will   indemnify,
reimburse, defend and hold the Escrow Agent harmless for and against any and all
liability,  injury, damage, suit or claim relating to or arising from the Escrow
Agent's  performance  hereunder or its assertion of rights or privileges granted
hereby  to act or  refrain  from  acting,  other  than  for  acts or  assertions
constituting gross negligence, fraud, or willful misconduct, whether or not such
liability,  injury or damage is suffered by the  undersigned or any other person
interested  herein. Any  indemnification  provided hereby include the payment of
reasonable attorneys' fees.

                  5.4 The  Escrow  Agent  shall not be  liable  for any error of
judgment or for any act done or step taken or omitted by him in good  faith,  or
for any mistake of fact or law, or for anything which it may due or refrain from
doing in  connection  herewith,  except for his own gross  negligence,  fraud or
willful misconduct.

                  5.5 The Escrow  Agent shall be entitled to  compensation  from
the Company in accordance with Schedule "A" attached hereto.

                  5.6 The Escrow Agent shall be under no  obligation  or duty to
enforce the  collection  of any funds  delivered  by any  Investor to the Escrow
Agent hereunder, provided that the Escrow Agent promptly shall notify and return
to the Investor any check for subscription funds deposited with the Escrow Agent
upon which payment is refused.

                  5.7 The  Escrow  Agent  shall have no  responsibility  for the
validity  or  sufficiency  of this  Escrow  Agreement  or the  value,  validity,
genuineness  or  collection  of any  check for  payment  of  subscription  funds
deposited with the Escrow Agent hereunder.

                  5.8 The Escrow Agent and his agents and  employees  are acting
hereunder as a depository  only and are not  responsible or liable in any manner
whatsoever  for the  sufficiency,  correctness,  genuineness  or validity of any
document or instrument deposited with him hereunder or in connection herewith or
with respect to the form of execution of the same or the identity,  authority or
rights of any person executing or depositing the same.

                  5.9 The Escrow Agent shall not be required to take or be bound
by notice of any  default by any person or to take any  action  with  respect to
such default involving any expense or potential liability, unless notice of such
default in writing is given to the Escrow  Agent by the  Company  and unless the
Escrow Agent is  indemnified  in a manner  satisfactory  to him against any such
expense or liability.

                  5.10 In the  event of any  disagreement  between  the  parties
hereto or any other person interested herein or in the Escrow Account, resulting
in adverse  claims and demands being made in connection  with or for any papers,
money or property  involved herein,  the Escrow Agent shall be entitled,  at his
option,  to  refuse to  comply  with any such  claim or demand so long as such a
disagreement  shall  continue,  and in so refusing  the Escrow Agent may make no
delivery or other  disposition of any money,  papers or property involved herein
or  affected  hereby  and in so doing the  Escrow  Agent  shall not be or become
liable to the Company or to any other person named or referred to herein for his
failure or refusal to comply with such  conflicting or adverse  demand;  and the
Escrow  Agent  shall be  entitled to continue to refrain or refuse to act until:
(i) the rights of the adverse claimants have been finally adjudicated in a court
assuming  and having  jurisdiction  of the  parties  and the  money,  papers and
property  involved herein or affected hereby;  and/or (ii) all differences shall
have been  adjusted by agreement  and the Escrow Agent shall have been  notified
thereof in writing, signed by all of the interested parties.

         6.  Termination.  This Agreement  shall  terminate and be of no further
force or effect  (i) upon  written  notice  to the  Escrow  Agent by each  party
hereto,  or (ii) in the event that there is less than  $1,400,000  in the Escrow
Account on August  31,  2000,  upon  written  notice to the Escrow  Agent by the
Company.  Upon  termination  of this  Agreement by reason of this Section 6, all
amounts,  including any interest  thereon,  in the Escrow Account on the date of
termination  shall be  returned to the  Investors  in  proportion  to the amount
contributed by such Investor to the Escrow Account.

         7.  Notice.  Any  notices or  communications  pursuant  to this  Escrow
Agreement shall be sufficiently  given if sent by certified or registered  mail,
postage prepaid and with return receipt requested,  or by facsimile as set forth
in the Purchase Agreement. Any such communication or delivery shall be deemed to
have been given or made when so delivered to the person  intended to receive the
same or two business  days after  deposit in the United  States Mail in the form
specified above.

         8.  Resignation.  The Escrow Agent may resign by notifying the Company.
Until a successor  depository is named and accepts the  appointment,  the Escrow
Agent  shall have no duty other than to hold the  subscription  funds then being
held by him pursuant hereto.

         9. Cancellation.  In the event the Escrow is cancelled or forfeited, it
is agreed  that the  Escrow  Agent may  retain  this  Escrow  Agreement  and any
amendments  thereto,  and any  assignment  or  correspondence  which he may have
received in connection therewith.

         10. No Implied Duties.  This Escrow Agreement expressly and exclusively
sets forth the duties of the Escrow  Agent with  respect to any and all  matters
pertaining hereto.

         11.  Governing  Law.  This  Escrow  Agreement  is being  made in and is
intended  to be  construed  in  accordance  with the laws of the  State of Utah,
without  giving  effect  to any  choice  or  conflict  of law rule or  provision
(whether  of the  State of Utah or other  jurisdiction)  which  would  cause the
application of any rule or law other than of the State of Utah.

         In witness whereof, the parties have caused this Escrow Agreement to be
duly executed and delivered as of the date first written above.

         Logio, Inc.


         By:                                       By:
             ------------------------------            ---------------------
                  Kenneth W. Bell,                     Dan Jackson
                  Chief Executive Officer


         Trans-Pacific Security Consultants, Inc.   Mid West First National,Inc.


         By:                                         By:
             ----------------------------------        ----------------------



         CONDIV Investments, Inc.                    Mutual Ventures Corporation

         By:                                        By:
             -----------------------------             ----------------------