<PAGE>   1
                                                                    Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

                  This Stock Purchase Agreeent (the "Agreement") is entered into
as of this 29th day of August 2001, by and among VAOW Acquisition Corp., a
corporation organized pursuant to the laws of the State of Delaware (the
"Buyer"); Chistopher Astrom, an Individual, and Braulio Gutierrez, an Individual
(collectively, the "Selling Shareholder"); and Encore Builders, Inc. (the
"Issuer").

                              W I T N E S S E T H :

         WHEREAS, the Selling Shareholder is the owner of 100% of the Issued and
Outstanding Capital Stock of the Company, consisting of 100 shares of Common
Stock, Par Value $0.01 per share (the "Shares"), of the Company; and

         WHEREAS, the Buyer wishes to purchase from the Selling Shareholder, and
the Selling Shareholder wishes to sell to the Buyer, the Shares owned by the
Selling Shareholder subject to the terms and conditions contained in this
Agreement; and

         WHEREAS, the Issuer wishes to issue and sell to the Buyer the remainder
of the Issuer's Authorized Shares.

                            N O W   T H E R E F O R E ,

         In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree that the foregoing recitals are true and correct
and further agree as follows:

1. PURCHASE AND SALE.

         (a) In consideration of the conveyance by the Selling Shareholder of
the Shares to the Buyer, the Buyer shall pay the Selling Shareholder the sum of
$1.00 (the "Selling Shareholder's Price"); and

         (b) In consideration of the issuance and conveyance by the Issuer of
the Shares to the Buyer, the Buyer shall pay the Issuer the sum of $469,999.00
(the "Issuer's Price").

         (c) Upon receipt of this Agreement, the Selling Shareholder shall
execute both copies of this Agreement and return one copy to the Buyer

         (d) The obligation of the Buyer to consummate the transactions
contemplated by, and with which to comply with the undertaking made by it,
under, this Agreement shall be conditioned upon its ability to obtain financing
with which to do so. Consequently, if the Buyer is unable to obtain financing in
an amount and on terms it, in its sole discretion, deems sufficient (i) to
purchase the Shares, or (ii) to consummate the transactions contemplated by this
Agreement, or (iii) to otherwise comply with the undertakings made by it under
this Agreement, then (iv), the Buyer shall have no obligation to do so, and (v),
neither the Selling Shareholder nor the Issuer shall have any rights or recourse
whatsoever against the Buyer and its Officers, Directors, and Shareholders.

2. CLOSING AND CLOSING AGREEMENTS.

         (a) The Closing (the "Closing") of the purchase and sale of the Shares
shall be held on or before August 27, 2001, (the "Closing Date"), at a specific
date, place and time mutually agreed to by the parties, unless the parties
mutually agree in writing to extend the date of Closing.

         (b) At the Closing, the Selling Shareholder and Issuer shall deliver to
the Buyer the certificate or certificates representing the Shares.
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         (c)  At the Closing, the Buyer shall deliver to

                  (i)  the Selling Shareholder

                           (A) the sum of $1.00, along with two executed copies
         of this Agreement; and

                           (B) such other duly executed instruments or documents
         as may be reasonably requested by Selling Shareholder in order to
         consummate the transactions contemplated by this Agreement.

         (d)  At the Closing, the Buyer shall deliver to

                  (i)  the Issuer

                           (A) the a sum of $4,549.00 in cash, together with the
         Buyer's Promissory Demand Note in the amount $465,450.00, along with
         two executed copies of this Agreement; and

                           (B) such other duly executed instruments or documents
          as may be reasonably requested by Issuer in order to consummate the
          transactions contemplated by this Agreement

         (e) At or subsequent to the Closing, the parties shall execute and
deliver any other instruments and take any actions, which may be reasonably
required for the implementation of this Agreement and the transactions
contemplated hereby.

3. THE ISSUER'S REPRESENTATIONS AND WARRANTIES.

         In order to induce Buyer to enter into this Agreement and purchase the
Shares, the Issuer makes the following representations and warranties to Buyer,
which representations and warranties shall be true and correct as of the Closing
date as well as on the date hereof:

         (a) The Issuer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida and has all requisite
corporate power and authority to carry on its business as now conducted.

         (b) All action on the part of the Issuer (and, to the extent required,
by the Selling Shareholder) necessary for the authorization, execution, and
delivery of this Agreement, the performance of all obligations of the Issuer
hereunder, and the authorization, issuance, sale, and delivery of the Shares has
been taken or will be taken prior to the Closing, and this Agreement constitutes
the legal, valid and binding obligation of the Issuer, enforceable in accordance
with its terms. Neither the Issuer's execution and delivery of this Agreement
nor its consummation of the transactions contemplated hereby requires the
approval or consent of any third party, whether governmental or otherwise.

         (c) The Shares are duly and validly issued and authorized, fully paid
and non-assessable. Upon the conveyance of the Shares, the Buyer will be vested
with legal and valid title to the Shares, free and clear of all liens, pledges,
security interests, irrevocable proxies, encumbrances or restrictions of any
kind (except as provided herein).

         (d) The execution, delivery and performance of this Agreement and the
transactions contemplated by this Agreement will not conflict with, or
constitute or result in a breach, default or violation of:

                  (i) the Articles of Incorporation or Bylaws of the Issuer;




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                  (ii) any law, ordinance, regulation or rule applicable to the
Issuer;

                  (iii) any order, judgment, injunction or other decree by which
the Issuer is bound; or

                  (iv) any written or oral contract, agreement, or commitment to
which the Issuer is a party; nor will such execution, delivery and performance
result in the creation of any lien or encumbrance upon the Shares.

         (f) The Issuer has duly filed all material Tax Returns (as defined
below), and all returns and reports of all other governmental units having
jurisdiction with respect to Taxes (as defined below) imposed on it or on its
operations, all such Tax Returns were complete and accurate when filed, and all
Taxes payable by the Issuer have been paid to the extent that such Taxes have
become due (whether or not shown on any tax return). All Taxes payable by the
Issuer for all periods through December 31, 2000, have been accrued or paid in
full. [As used herein (i) the term "Tax" shall include any tax or similar
governmental charge, assessment, impost, or levy (including without limitation
income taxes, franchise taxes, transfer taxes or fees, sales taxes, use taxes,
gross receipt taxes, value added taxes, employment taxes, excise taxes, ad
valorem taxes, property taxes, withholding taxes, payroll taxes, minimum taxes,
or windfall profit taxes) together with any related penalties, fines, additions
to tax, or interest imposed by the United States or any state, county, local or
foreign government, or subdivision or agency of any government; and (ii) the
term "Tax Return" shall mean any return (including any information return),
report, statement, schedule, notice, form, estimate, or declaration of estimated
tax to be filed with any governmental authority relating to any Tax.]

         (g) There are no actions, suits, arbitrations, regulatory proceedings
or other litigation, proceedings or governmental investigations pending or
threatened against or affecting the Issuer or any of its officers, directors,
employees, agents or stockholders thereof in their capacity as such, or any of
the Issuer's properties or businesses, and there is no reason for the Issuer or
the Selling Shareholder to believe otherwise, irrespective of whether or not
they believe the actions, suits, arbitrations, regulatory proceedings or other
litigation, proceedings or governmental investigations are valid or not;

         (h) Neither the Issuer nor the Selling Shareholder is subject to any
order, judgment, decree, injunction, stipulation or consent order of or with any
court or other governmental authority, and neither the Issuer nor the Selling
Shareholder have entered into any agreement to settle or compromise any
proceeding pending or threatened against it or them which has involved any
obligation other than the payment of money or for which the Issuer or the
Selling Shareholder have any continuing obligation, and there is no reason for
the Issuer or the Selling Shareholder to believe otherwise, irrespective of
whether or not they believe the order, judgment, decree, injunction, stipulation
or consent order is valid or not; and

         (i) There are no claims, actions, suits, proceedings or investigations
pending or threatened by or against the Issuer or the Selling Shareholder with
respect to this Agreement, or in connection with the transactions contemplated
hereby or thereby, and no Person has objected or threatened to object thereto,
and there is no reason for the Issuer or the Selling Shareholder to believe
otherwise, irrespective of whether or not they believe the claims, actions,
suits, proceedings or investigations are valid or not.

         (j) No representation or warranty of the Issuer contained in this
Agreement, and none of the statements or information concerning the Issuer
contained in this Agreement, contains or will contain any untrue statement of a
material fact nor will such representations, warranties, covenants, or
statements taken as a whole omit a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

4. SELLING SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES.

         In order to induce Buyer to enter into this Agreement and purchase the
Shares, the Selling Shareholder makes the following representations and
warranties to Buyer, which representations and warranties shall be true and
correct as of the Closing date as well as on the date hereof:



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         (a) The Selling Shareholder has full power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby. The
execution, delivery and performance of this Agreement by the Selling Shareholder
and the consummation of the transactions contemplated hereby have been duly and
validly authorized, and this Agreement constitutes the legal, valid and binding
obligation of the Selling Shareholder, enforceable in accordance with its terms.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby requires the approval or consent of any third
party, whether governmental or otherwise.

         (b) The Selling Shareholder is the only legal, record and beneficial
owner of the Shares. The Shares are free and clear of all liens, pledges,
security interests, irrevocable proxies, encumbrances or restrictions of any
kind. Upon the conveyance of the Shares, the Buyer will be vested with legal and
valid title to the Shares, free and clear of all liens, pledges, security
interests, irrevocable proxies, encumbrances or restrictions of any kind.

         (c) There is no outstanding right, agreement, power of attorney,
commitment or understanding of any nature whatsoever, that:

                  (i) calls for the issuance, sale, pledge or other disposition
of the Shares;

                  (ii) obligates the Selling Shareholder to enter into any of
the foregoing; or

                  (iii) relates to the voting or control of such the Shares.

         (d) The execution, delivery and performance of this Agreement and the
transactions contemplated by this Agreement will not conflict with, or
constitute or result in a breach, default or violation of:

                  (i) the Articles of Incorporation of By-Laws of the Selling
Shareholder or the Company;

                  (ii) any law, ordinance, regulation or rule applicable to the
Selling Shareholder or the Company;

                  (iii) any order, judgment, injunction or other decree by which
the Selling Shareholder or the Company is bound; or

                  (iv) any written or oral contract, agreement, or commitment to
which the Selling Shareholder or the Company is a party; nor will such
execution, delivery and performance result in the creation of any lien or
encumbrance upon the Shares.

         (e) The Selling Shareholder is subject to any order, judgment, decree,
injunction, stipulation or consent order of or with any court or other
governmental authority, and neither the Company nor the Selling Shareholder have
entered into any agreement to settle or compromise any proceeding pending or
threatened against it or them which has involved any obligation other than the
payment of money or for which the Company or the Selling Shareholder have any
continuing obligation, and there is no reason for the Company or the Selling
Shareholder to believe otherwise, irrespective of whether or not they believe
the order, judgment, decree, injunction, stipulation or consent order is valid
or not.

         (f) There are no claims, actions, suits, proceedings or investigations
pending or threatened by or against the Company or the Selling Shareholder with
respect to this Agreement, or in connection with the transactions contemplated
hereby or thereby, and no Person has objected or threatened to object thereto,
and there is no reason for the Company or the Selling Shareholder to believe
otherwise, irrespective of whether or not they believe the claims, actions,
suits, proceedings or investigations are valid or not.

         (g) The representations and warranties contained in this Section do not
contain any untrue statement of a material fact or omit to state a material fact
required or necessary to be stated therein to make the statements made therein,
in light of the circumstances in which they were made, not misleading.


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<PAGE>   5

5. BUYER'S REPRESENTATIONS AND WARRANTIES.

         In order to induce the Selling Shareholder and the Issuer to enter into
this Agreement and sell the Shares, Buyer makes the following representations
and warranties to the Selling Shareholder and the Issuer, which representations
and warranties shall be true and correct as of the Closing date as well as the
date hereof:

         (a) The Buyer has all requisite right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby,
including the full legal right and power and all authority and approval
required:

                  (i) to execute and deliver, or authorize execution and
delivery of, this Agreement and all other instruments executed and delivered by
or on behalf of the Buyer in connection with the purchase of its Shares;

                  (ii) to delegate authority pursuant to a power of attorney;
and

                  (iii) to purchase and hold such Shares.

         (b) Neither the Buyer's execution and delivery of this Agreement nor
its consummation of the transactions contemplated hereby requires the approval
or consent of any third party.

         (c) This Agreement constitutes the legal, valid and binding obligation
of the Buyer enforceable in accordance with its terms.

         (d) The Buyer represents that the signature of the party signing this
Agreement on behalf of the Buyer:

                  (i)  is the signature of a duly authorized representative of
the Buyer; and

                  (ii)  is binding upon the Buyer.

         (e) The Buyer represents and warrants that the information set forth
herein concerning the Buyer is complete, true, and correct.

         (f) The representations and warranties contained in this Section do not
contain any untrue statement of a material fact or omit to state a material fact
required or necessary to be stated therein to make the statements made therein,
in light of the circumstances in which they were made, not misleading.

6. CONDITIONS TO BUYER'S OBLIGATIONS.

         The obligations of Buyer to consummate the transactions contemplated
hereby shall be subject to the satisfaction on or prior to the Closing of all of
the following conditions, except such conditions as Buyer may waive:

         (a) The Selling Shareholder and/or Issuer shall have complied in all
material respects with all of its agreements and covenants contained herein
required to be complied with at or prior to the Closing, and all the
representations and warranties of the Selling Shareholder and Issuer contained
herein shall be true at and as of the Closing with the same effect as though
made at and as of the Closing.

         (b) All action (including notifications and filings) that shall be
required to be taken by the Selling Shareholder and/or Issuer in order to
consummate the transactions contemplated hereby shall have been taken and all
consents, approvals, authorizations and exemptions from third Parties (if any)
that shall be required in order to enable the Selling Shareholder and/or Issuer
to consummate the transactions contemplated hereby shall have been duly
obtained.




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<PAGE>   6

         (c) No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing date and no suit or investigation by any government
agency to enjoin the transactions contemplated hereby or seek damages or other
relief as a result thereof shall be pending or threatened as of the Closing.

         (d) The Buyer shall have obtained financing with which to consummate
the transactions contemplated by this Agreement and with which to comply with
the undertaking made by it under this Agreement, so that, if the Buyer is unable
to obtain financing in an amount and on terms it, in its sole discretion, deems
sufficient (i) to purchase the Shares, or (ii) to consummate the transactions
contemplated by this Agreement, or (iii) to otherwise comply with the
undertakings made by it under this Agreement, then (iv), the Buyer shall have no
obligation to do so, and (v), neither the Selling Shareholder nor the Issuer
shall have any rights or recourse whatsoever against the Buyer and its Officers,
Directors, and Shareholders.

7. CONDITIONS TO THE SELLING SHAREHOLDER'S OBLIGATIONS.

         The obligations of the Selling Shareholder to consummate the
transactions contemplated hereby shall be subject to the satisfaction on or
prior to the Closing of all of the following conditions, except such conditions
as the Selling Shareholder may waive:

         (a) The Buyer shall have complied in all material respects with all of
its agreements contained herein required to be complied with at or prior to the
Closing, and all of the representations and warranties of the Buyer contained
herein shall be true in all material respects at and as of the Closing with the
same effect as though made at and as of the Closing.

         (b) All action (including notifications and filings) that shall be
required to be taken by the Buyer in order to consummate the transactions
contemplated hereby shall have been taken and all consents, approvals,
authorizations and exemptions from third Parties that shall be required in order
to enable the Buyer to consummate the transactions contemplated hereby shall
have been duly obtained.

         (c) No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing date and no suit or investigation by any government
agency to enjoin the transactions contemplated hereby or seek damages or other
relief as a result thereof shall be pending or threatened in writing as of the
Closing.

         (d) The Selling Shareholder shall have received from the Buyer all of
the documents and other items required to be delivered at Closing as provided in
SECTION 2 herein.

8. SURVIVAL AND INDEMNIFICATION.

         (a) The representations, warranties, covenants and agreements contained
herein shall survive for a period of two years from the date of Closing, unless
the covenant or agreement specifies another period of time.

         (b) From and after the date of Closing, the Selling Shareholder and/or
the Issuer and the Buyer, as the case may be, shall indemnify and hold harmless
the other (the party seeking indemnification being referred to as the
"Indemnified Party") from and against any and all claims, losses, liabilities
and damages, including, without limitation, amounts paid in settlement,
reasonable costs of investigation and reasonable fees and disbursements of
counsel, arising out of or resulting from the inaccuracy of any representation
or warranty, or the breach of any covenant or agreement, contained herein or in
any instrument or certificate delivered pursuant hereto, or in the case of the
Selling Shareholder and/or Issuer, any claim arising from any action prior to
the date of Closing, by the party against whom indemnification is sought (the
"Indemnifying Party").




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         (c) The Indemnified Party shall promptly notify the Indemnifying Party
in writing of any claim for indemnification, specifying in detail the basis of
such claim, the facts pertaining thereto and, if known, the amount, or an
estimate of the amount, of the liability arising therefrom. The Indemnified
Party shall provide to the Indemnifying Party as promptly as practicable
thereafter all information and documentation necessary to support and verify the
claim asserted and the Indemnifying Party shall be given reasonable access to
all books and records in the possession or control of the Indemnified Party or
any of its affiliates which the Indemnifying Party reasonably determines to be
related to such claim.

9. ENTIRE AGREEMENT AND BINDING EFFECT.

         (a) This Agreement constitutes the entire agreement between the Parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, both written and oral, between the Parties hereto with respect to
the subject matter hereof and are not intended to confer upon any other person
any rights or remedies hereunder except as expressly provided herein.

         (b) The Parties have not relied upon any promises, representations,
warranties, agreements, covenants or undertakings, other than those set forth or
referred to herein.

10. ASSIGNMENT.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective estates, heirs, legal representatives,
successors and assigns.

         (b) No assignment of any rights or obligations hereunder may be made by
the Selling Shareholder or by the Issuer without the prior written consent of
the Buyer.

         (c) The Buyer may freely assign its rights and obligations hereunder
without the consent of the Selling Shareholder or of the Issuer, and upon such
assignment, the rights and obligations of the Buyer under this Agreement shall
be binding upon and inure to the benefit of the Buyer's Assignee or its
Successor in interest, as the case may be.

11. WAIVER.

         No waiver of any of the provisions of this Agreement will be deemed to
constitute or will constitute a waiver of any other provision hereof (whether or
not similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly so provided.

12. AMENDMENT.

         No amendment of any provision of this Agreement shall be valid unless
the same shall be in writing and signed by all of the Parties hereto.

13. CONSTRUCTION.

         (a) The Parties have participated jointly in the negotiation and
drafting of this Agreement.

         (b) In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.



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<PAGE>   8

         (c) Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.

         (d) The specifications of any dollar amount in the representations and
warranties or otherwise in this Agreement is not intended and shall not be
deemed to be an admission or acknowledgment of the materiality of such amounts
or items, nor shall the same be used in any dispute or controversy between the
Parties to determine whether any obligation, item or matter (whether or not
described herein or included in any schedule) is or is not material for purposes
of this Agreement.

14. SECTION HEADINGS.

         The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
any provisions of this Agreement.

15. COUNTERPARTS.

         This Agreement may be executed by the Parties hereto in separate
counterparts, each of which will be deemed to be one and the same instrument;

16. APPLICABLE LAW; RESOLUTION OF DISPUTES; VENUE; JURISDICTION; WAIVER OF JURY
    TRIAL.

         (a) This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Florida, without giving effect
to the principles of conflicts of Law thereof.

         (b) The Parties hereto irrevocably agree and consent that all disputes
concerning this Agreement or any claim or issue of any nature (whether brought
by the Parties hereto or by any other person whatsoever) arising from or
relating to this Agreement or to the corporate steps taken to enter into it
(including, without limitation, claims for alleged fraud, breach of fiduciary
duty, breach of contract, tort, etc.) which cannot be resolved within reasonable
time through discussions between the opposing entities, shall be resolved solely
and exclusively by means of arbitration to be conducted in the City of Miami in
the State of Florida, which arbitration will proceed in accordance with the
rules of the American Arbitration Association (or any successor organization
thereto) then in force for resolution of commercial disputes.

         (c) The Arbitrators themselves shall have the right to determine and to
arbitrate the threshold issue of arbitrability itself, the decision of the
Arbitrators shall be final, conclusive, and binding upon the opposing entities,
and a judgment upon the award may be obtained and entered in any federal or
state court of competent jurisdiction.

         (d) In the event any Party to this Agreement commences any litigation,
proceeding or other legal action in connection with or relating to this
Agreement, or any matters described or contemplated herein or therein, with
respect to any of the matters described or contemplated herein or therein, the
Parties to this Agreement hereby:

                  (i) agree as an alternative method of service to service of
process in any legal proceeding by mailing of copies thereof to such party at
its address set forth here in for communications to such Party;

                  (ii) agree that any service made as provided herein shall be
effective and binding service in every respect; and

                  (iii) agree that nothing herein shall affect the rights of any
Party to effect service of process in any other manner permitted by Law; and




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<PAGE>   9

                  EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
                  DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY
                  RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED
                  HEREIN OR THEREIN, AND AGREE TO TAKE ANY AND ALL ACTION
                  NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

         (e) Each entity or Party involved in litigation or arbitration shall be
responsible for its own costs and expenses of any litigation or arbitration
proceeding, including its own attorney's fees (for any litigation, arbitration,
and any appeals).

17. REMEDIES CUMULATIVE.

          No remedy made available by any of the provisions of this Agreement is
intended to be exclusive of any other remedy, and each and every remedy is
cumulative and is in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity.

18. BANK ACCOUNTS.

          Prior to, and, then, on the day of the Closing, the Selling
Shareholder or the Company will arrange:

         (a) for the Company's then current bank account to be closed;

         (b) for all funds from said bank account to be transferred into a bank
account to be selected by the Buyer; and

         (c) for the delivery of all bank account statements and records
pertaining to the Company's (former) bank account to the Buyer.

19. FURTHER DOCUMENTATION.

         The Parties shall execute and deliver any other instruments or
documents and take any further actions after the execution of this Agreement,
which may be reasonably required for the implementation of this Agreement and
the transactions contemplated hereby.





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<PAGE>   10

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                                            THE BUYER:

                                            VAOW ACQUISITION CORP.


                                            By:
--------------------------------------         ---------------------------------
                                               Richard Astrom, President


                                            By:
--------------------------------------         ---------------------------------
                                               Christopher Astrom, Secretary




                                            THE SELLING SHAREHOLDER:

                                            BRAULIO GUTIERREZ


                                            By:
--------------------------------------         ---------------------------------
                                               Braulio Gutierrez



                                            CHRISTOPER ASTOM


                                            By:
--------------------------------------         ---------------------------------
                                               Christoper Astom



                                            THE ISSUER:

                                            ENCORE BUILDERS, INC.

                                            By:
--------------------------------------         ---------------------------------
                                               Patricia Gutierrez, President


                                            By:
--------------------------------------         ---------------------------------
                                               Braulio Gutierrez, Secretary





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<PAGE>   11
EXHIBIT "A"

                                 PROMISSORY NOTE

$465,450.00                                                   September 29, 2001

         FOR VALUE RECEIVED, the Undersigned (the "Maker") promises to pay the
principal sum of $465,450.00, together with interest on the unpaid principal
balance at the rate of 10 percent PER ANNUM to the order of Encore Builders,
Inc.

         Any unpaid principal, together with accrued but unpaid interest
thereon, shall be due and payable on demand. Should the Maker default hereunder,
unpaid principal shall bear interest at the rate of 15% PER ANNUM. All or any
portion of the principal or interest due hereunder may be pre-paid at any time.

         If this note is placed in the hands of an attorney for collection, the
Maker promises and agrees to pay the Holder's reasonable attorney's fees and
collection costs, even though no suit or action is filed hereon; however, if a
suit or an action is filed, the amount of such reasonable attorney's fees shall
be fixed by the court, or courts in which the suit or action, including any
appeal therein, is tried, heard or decided.


                                            VAOW ACQUISITION CORP.



                                            By:
                                               ---------------------------------
                                               Richard Astrom, As President,
                                               and not Individually