EXHIBIT 10

                            STOCK PURCHASE AGREEMENT

                          SENIOR CARE INDUSTRIES, INC.
                             410 BROADWAY, 2ND FLOOR
                             LAGUNA BEACH, CA 92651

                                 PREFERRED STOCK
                                ---------------
                                   RESTRICTED

THIS PREFERRED STOCK PURCHASE AGREEMENT is made by and between Senior Care
Industries, Inc., a Nevada corporation (the "Company"),and the undersigned
persons who are signatories to this Agreement (the "Investors").

The Parties Hereby Agree as Follows:

1.       PURCHASE AND SALE

         1.1      SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and
                  conditions of this Agreement, the Investors agree to surrender
                  to the Company their common shares in Senior Care Industries,
                  Inc. in return for one share of Series G Preferred stock.
                  Subject to the applicable rules and regulations, the shares
                  issued will be subject to Rule 144 restrictions.

         1.2      CLOSING. The issuance of the Series G Preferred shares shall
                  be made as soon as practicable following the receipt by the
                  Company of the Investors' Common shares.

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby
         represents and warrants to the Investors that:

         2.1      INCORPORATION. The Company is a corporation duly organized and
                  validly existing, is in good standing under the laws of the
                  state of Nevada, has all requisite corporate power and
                  authority to carry on its business as now conducted and as
                  proposed to be conducted, and the Company is qualified as a
                  foreign corporation in each jurisdiction where the failure so
                  to qualify would have a material adverse effect on its
                  business or operations.

         2.2      DESCRIPTION OF SERIES G PREFERRED. Each share of Series G
                  Preferred stock shall be convertible into 60 shares of Common
                  stock in the Company on the following schedule: 20% of the
                  number of preferred shares owned shall become convertible on
                  each anniversary date of the date of the issuance of the
                  Preferred shares.

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

         2.4      VALIDITY OF SECURITIES. The Shares to be purchased and sold
                  pursuant to this Agreement, when issued, sold and delivered in
                  accordance with its terms for the consideration expressed
                  herein, shall be duly and validly issued.

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

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

         2.7      Financial Statements. The Company has true and complete copies
                  of the following financial statements for the Company on a
                  consolidated basis.

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

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

                  (c.) The Company is not subject to any undisclosed material
                  liability not (i) reflected in its certified financial
                  statements referred to above or in the notes to the financial
                  statements or (ii) incurred in the ordinary course of business
                  since December 31, 2000. For purposes of this Agreement, all
                  financial statements of the Company shall be deemed to include
                  any notes to such financial statements.

3.       REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

         Each of the Investors represents and warrants to the Company as
follows:

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

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

4.       SECURITIES ACT OF 1933.

         4.1      INVESTMENT REPRESENTATION.

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

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

<PAGE>

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

                  c.       Each of the Investors represents that it is able to
                           fend for itself in the transactions contemplated by
                           this Agreement, has such knowledge and experience in
                           financial and business matters as to be capable of
                           evaluating the merits and risks of its investment and
                           has the ability to bear the economic risks of its
                           investment and has been furnishe with.

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

         4.2      LEGENDS. All certificates for the Securities shall bear
                  substantially the following legend:

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

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

5.       CONDITIONS TO INVESTORS' OBLIGATIONS AT CLOSING.

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

         5.1      REPRESENTATIONS AND WARRANTIES. The representations and
                  warranties contained in Paragraph 2 hereof, shall be true on
                  and as of the Closing.

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

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

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

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

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

         6.1      WARRANTIES TRUE ON THE CLOSING DATE. The representations and
                  warranties of each of the Investors contained in paragraphs 3
                  and 4 hereof shall be true on and as of the Closing with the
                  same effect as though said representations and warranties had
                  been made on and as of the Closing.

7.       MISCELLANEOUS

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

         7.2      GOVERNING LAW. This Agreement shall be governed by and
                  construed under the laws of the State of NEVADA, country of
                  the UNITED STATES OF AMERICA.

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

         7.4      TITLE AND SUBTITLES. The titles of the paragraphs and
                  subparagraphs of this Agreement are for convenience and are
                  not to be considered in construing this Agreement.

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

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

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

         7.8      SURVIVAL OF WARRANTIES. The warranties and representations of
                  the Company contained in or made pursuant to this Agreement
                  shall survive the execution and delivery of this Agreement and
                  the Closing hereunder.

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

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

         Date                                     Date
              -------------------------                 ------------------------
         Senior Care Industries, Inc.             INVESTOR

         By:                                      By:

         Mervyn Phelan, Sr.                       Individually

                     Number of Shares: ___________

                     Social Security No._____________________

                                             Address
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                                                     City, State, Zip