Exhibit 10.1
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                            STOCK PURCHASE AGREEMENT
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         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made as of April
___, 2001, by and between  Beverly  Holdings,  Inc., a Nevada  corporation  (the
"Company"),  and the  investors  listed on  Schedule A hereto,  each of which is
herein referred to as the "Investor."

         THE PARTIES HEREBY AGREE AS FOLLOWS:

         1.       Purchase and Sale of Stock.
                  --------------------------

                  1.1 Sale and  Issuance  of  Stock.  Subject  to the  terms and
conditions of this  Agreement,  each Investor  agrees to purchase at the Closing
and the Company  agrees to sell and issue to such  Investor at the Closing  that
number of shares of the Company's  Common Stock (the "Stock") set forth opposite
such  Investor's  name on Schedule A hereto for the  purchase  price of $0.01 (1
cent) per share.

                  1.2  Closing.  The  purchase  and sale of the Stock shall take
place at such time and place as the Company and Investors  purchasing at least a
majority of the Stock  mutually  agree upon (which time and place are designated
as the  "Closing").  At the Closing the Company shall deliver to each Investor a
certificate  representing  the Stock which such Investor is  purchasing  against
delivery  to the Company by such  Investor of a certified  check or bank wire in
the amount of the purchase price therefor payable to the Company's order.

                  2.  Representations and Warranties of the Company.  Subject to
subsections 2(i) and 2(ii) below, the Company hereby  represents and warrants to
Investors that:

                  2.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has all requisite  corporate power and authority
to carry on its business as now conducted  and as proposed to be conducted.  The
Company is  qualified  to  transact  business  and is in good  standing  in each
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect on its business and properties.

                  2.2  Capitalization.  The  authorized  capital of the  Company
consists, or will consist prior to the Closing, of:

                                    (i)  Common  Stock.   50,000,000  shares  of
common stock (the "Common  Stock"),  $0.001 par value,  of which 560,701  shares
will be issued and outstanding upon the effectiveness of the Certificate.

                                    (ii)    Outstanding    Shares    and   Other
Securities.  The  outstanding  shares of Common  Stock are all duly and  validly
authorized  and issued,  fully paid and  nonassessable  and all shares of Common
Stock to be issued upon the exercise of  outstanding  options or  conversion  of
convertible  securities in accordance with their  respective  terms will be duly
and validly issued,  fully paid and  nonassessable  and the  outstanding  Common
Stock  and all  other  outstanding  securities  of the  Company  were  issued in
accordance with the registration or  qualification  provisions of the Securities
Act of  1933,  as  amended  (the  "Securities  Act"),  and  any  relevant  state
securities laws, or pursuant to valid exemptions therefrom.

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                                    (iii)  Agreements  for  Purchase  of Shares.
There are no outstanding  options,  warrants,  rights  (including  conversion or
preemptive  rights) or  agreements  for the  purchase  or  acquisition  from the
Company of any shares of its capital stock.

                  2.3  Subsidiaries.  The  Company  does  not  presently  own or
control,  directly  or  indirectly,  any  interest  in  any  other  corporation,
association,  partnership or other business entity;  provided,  however that the
Company  does have an interest in the  following  companies:  Digital DJ,  Inc.,
Domestic  Transmission  Technologies,  Inc.,  European Licensing Group, Inc. and
Latin America Subcarrier Services Group, Inc.

                  2.4  Authorization.  All  corporate  action on the part of the
Company,   its   officers,   directors  and   stockholders   necessary  for  the
authorization,  execution and delivery of this Agreement, the performance of all
obligations  of the Company  hereunder  and  thereunder  and the  authorization,
issuance (or  reservation  for  issuance),  sale and delivery of the Stock being
sold  hereunder has been taken or will be taken on or prior to the Closing,  and
this  Agreement  constitutes  the valid and legally  binding  obligations of the
Company   except   (i)  as  limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable remedies.

                  2.5 Valid  Issuance of Common Stock.  The Stock which is being
purchased  by the  Investors  hereunder,  when  issued,  sold and  delivered  in
accordance with the terms hereof for the consideration expressed herein, will be
duly and  validly  issued,  fully  paid and  non-assessable,  will be subject to
restrictions on transfer under applicable federal and state securities laws and,
based in part upon the representations of the Investors in this Agreement,  will
be issued in compliance with all applicable  federal and state  securities laws.
The Stock issuable under this Agreement has been reserved for issuance and, upon
issuance and in accordance with the terms of the Certificate,  shall be duly and
validly issued, fully paid and non-assessable,  and will be free of restrictions
on transfer other than  restrictions  on transfer under  applicable  federal and
state securities laws.

                  2.6  Governmental  Consents.  As of the Closing and subject to
the truth and accuracy of each Investor's representations set forth in Section 3
of  this  Agreement,  no  consent,  approval,  order  or  authorization  of,  or
registration,  qualification,  designation,  declaration  or  filing  with,  any
federal,  state, local or provincial  governmental  authority on the part of the
Company is required in  connection  with the  consummation  of the  transactions
contemplated by this Agreement,  except for any filings pursuant to Regulation D
under  the  Act,  pursuant  to  section  25102(f)  of the  California  Corporate
Securities Law of 1968, as amended,  and the rules  thereunder,  and pursuant to
other applicable blue sky laws and any rules thereunder.

                  2.7  Litigation.  There  is no  action  or  suit  or,  to  the
Company's  knowledge,  any  proceeding  or  investigation  pending or  currently
threatened  against  the  Company  or any of its  officers  or  directors  which
questions  the  validity of this  Agreement or the right of the Company to enter
into such agreements,  or to consummate the transactions  contemplated hereby or
thereby, or which might result, either individually or in the aggregate,  in any
material  adverse change in the assets,  condition,  affairs or prospects of the
Company, financially or otherwise, or any change in the current equity ownership
of the  Company,  nor is the  Company  aware  that  there is any  basis  for the
foregoing. The Company is not a party or subject to the provisions of any order,
writ,  injunction,  judgment  or  decree of any  court or  government  agency or
instrumentality.



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                  2.8  Patents  and  Trademarks.  The  Company has no patents or
patents pending. To the best of its knowledge,  the Company has sufficient title
and ownership of all trademarks,  service marks, trade names, copyrights,  trade
secrets,  information,  proprietary  rights  and  processes  necessary  for  its
business as now conducted  and as proposed to be conducted  without any conflict
with or infringement of the rights of others.

                  2.9 Compliance with Other  Instruments.  The Company is not in
violation  or default of any  provisions  of its  Articles of  Incorporation  or
Bylaws or of any instrument,  judgment, order, writ, decree or contract to which
it is a party or by which it is bound or, to its knowledge,  of any provision of
federal or state statute,  rule or regulation  applicable to the Company,  which
violation or default would be materially adverse to the Company.  The execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby  and  thereby  will  not  result  in any such
violation or be in conflict with or  constitute,  with or without the passage of
time  and  giving  of  notice,  either  a  default  under  any  such  provision,
instrument,  judgment, order, writ, decree or contract or an event which results
in the creation of any material lien,  charge or encumbrance  upon any assets of
the Company or the suspension, revocation, impairment, forfeiture or non-renewal
of a material  permit,  license,  authorization  or approval  applicable  to the
Company, its business or operations or any of its properties.

                  2.10 Disclosure.  The Company has fully provided each Investor
with all the information  that such Investor has requested for deciding  whether
to purchase the Stock.

                  2.11  Information.   Neither  this  Agreement  nor  any  other
statements or certificates made or delivered in connection herewith contains any
untrue  statement of a material fact or omits to state a material fact necessary
to make the statements herein or therein not misleading.

                  2.12  Registration  Rights.  The Company  shall  register each
share of the Stock at the Company's expense,  upon demand by investors owning in
excess of 20% of the Stock, the Company will sign and abide by such Registration
Rights Agreements as may be requested by the investors from time to time.

                  2.13  Title to  Property  and  Assets.  The  Company  owns its
property  and  assets  free  and  clear  of  all  mortgages,  liens,  loans  and
encumbrances,  except such  encumbrances  and liens which arise in the  ordinary
course of business and do not materially  impair the Company's  ownership or use
of such property or assets with a book value of $10,000 or more. With respect to
the property and assets it leases,  the Company is in material  compliance  with
such leases and, to the best of its knowledge,  holds a valid leasehold interest
free of any liens, claims or encumbrances.

                  2.14  Employee  Benefit  Plans.  The Company does not have any
employee  benefit plan  described in section  3(2)(A) or section  3(2)(B) of the
Employee Retirement Income Security Act of 1974.

                  2.15 Minute Book.  The minute book of the Company is available
to the Investors,  contains a complete  summary of all meetings of directors and
stockholders  since the time of  incorporation  and  reflects  all  transactions
referred to in such minutes accurately in all material respects.

                  2.16 Voting Arrangements. There are no outstanding stockholder
agreements,  voting trusts, proxies or other arrangements among the stockholders
of the Company relating to the voting of their respective shares.

                  2.17  Offering.  Subject in part to the truth and  accuracy of
each Investor's  representations  set forth in Section 3 of this Agreement,  the
offer, sale and issuance of the Stock as


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contemplated by this Agreement are exempt from the registration  requirements of
the Securities  Act, and neither the Company nor any authorized  agent acting on
its behalf  will take any  action  hereafter  that would  cause the loss of such
exemption.

                  2.18  Permits.  The  Company  has  all  franchises,   permits,
licenses, and any similar authority necessary for the conduct of its business as
now being  conducted  by it, the lack of which could  materially  and  adversely
affect the  business,  properties,  prospects,  or  financial  condition  of the
Company,  and the  Company  believes  it can  obtain,  without  undue  burden or
expense,  any similar authority for the conduct of its business as planned to be
conducted.  The Company is not in default in any material  respect  under any of
such franchises, permits, licenses, or other similar authority.

                  2.19  Employment   Contracts.   There  are  no  side  letters,
employment   contracts,   written  or  verbal   understandings  with  regard  to
employment, termination, severance, or the like in place.

                  3. Representations and Warranties of Investors.  Each Investor
hereby represents and warrants that:

                  3.1 Authorization.  Such Investor has full power and authority
to enter into this  Agreement and that the Agreement  constitutes  its valid and
legally  binding  obligation  except (i) as limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors'  rights  generally,  and (ii) as limited by
laws relating to the availability of specific performance,  injunctive relief or
other equitable remedies.

                  3.2 Purchase Entirely for Own Account.  This Agreement is made
with Investor in reliance upon such  Investor's  representation  to the Company,
which by such  Investor's  execution  of this  Agreement  such  Investor  hereby
confirms,  that the Stock to be received by such  Investor  will be acquired for
investment for such Investor's own account,  not as a nominee or agent,  and not
with a view to the resale or  distribution  of any part  thereof,  and that such
Investor has no present intention of selling,  granting any participation in, or
otherwise  distributing the same. By executing this Agreement,  Investor further
represents that such Investor does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities.

                  3.3  Disclosure  of  Information.  Investor  believes  it  has
received all the information it considers  necessary or appropriate for deciding
whether to purchase the Stock.  Investor  further  represents that it has had an
opportunity to ask questions and receive answers from the Company  regarding the
terms and conditions of the offering of the Stock.

                  3.4  Investment   Experience.   Investor  is  an  investor  in
securities of companies in the  development  stage and  acknowledges  that it is
able to fend for itself,  can bear the economic risk of its  investment  and has
such  knowledge  and  experience  in  financial  or business  matters that it is
capable of evaluating  the merits and risks of the  investment in the Stock.  If
other than an  individual,  Investor also  represents it has not been  organized
solely for the purpose of acquiring the Stock.

                  3.5  Restricted  Securities.  Investor  understands  that  the
shares of Stock it is purchasing are  characterized  as "restricted  securities"
under the federal  securities  laws inasmuch as they are being acquired from the
Company in a  transaction  not  involving a public  offering and that under such
laws  and  applicable   regulations   such  securities  may  be  resold  without
registration under the Securities Act only in certain limited circumstances.  In



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this  connection  Investor  represents  that it is familiar with  Securities and
Exchange Commission Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

                  3.6 Legends. It is understood that the certificates evidencing
the Stock may bear one or all of the following legends:

                                    (a)   "These   securities   have   not  been
registered  under the Securities Act of 1933. They may not be sold,  offered for
sale,  pledged or  hypothecated  in the absence of a  registration  statement in
effect with  respect to the  securities  under such Act or an opinion of counsel
satisfactory  to the Company  that such  registration  is not required or unless
sold pursuant to Rule 144 of such Act."

                                    (b) "These securities are subject to a right
of  first  refusal  and  other  restrictions  on  transfer  as set  forth in the
Company's Bylaws which restrictions are incorporated herein."

                                    (c) Any legend  required  by the laws of the
State of California or other jurisdiction,  including any legend required by the
California Department of Corporations and sections 417 and 418 of the California
Corporations Code.

                  3.7 Accredited Investor. Investor is an accredited investor as
defined in Rule 501(a) of Regulation D of the SEC under the  Securities  Act, as
presently in effect.

                  4. California Commissioner of Corporations.

                  4.1 Corporate Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN  QUALIFIED WITH THE  COMMISSIONER
OF  CORPORATIONS  OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES
OR THE  PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR  PRIOR TO
SUCH  QUALIFICATION  IS UNLAWFUL,  UNLESS THE SALE OF  SECURITIES IS EXEMPT FROM
QUALIFICATION  BY SECTION 25100,  25102 OR 25105 OF THE CALIFORNIA  CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                  5.  Conditions  of  Investors'  Obligations  at  Closing.  The
obligations  of each  Investor  under  subsection  1.1(b) of this  Agreement are
subject to the  fulfillment  on or before the  Closing of each of the  following
conditions,  the waiver of which shall not be effective unless Investor consents
in writing thereto:

                  5.1  Representations  and Warranties.  The representations and
warranties  of the Company  contained  in Section 2, subject in all cases to the
standard  set forth in Section  2(i) shall be true on and as of the Closing with
the same effect as though such  representations  and warranties had been made on
and as of the date of such Closing (except that  representations  and warranties
that by their  terms speak as of the date of this  Agreement  or some other date
shall be true and correct as of such date).

                  5.2 Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing.

                  5.3 Qualifications. All authorizations, approvals, or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in


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connection with the lawful issuance and sale of the Stock to Investors  pursuant
to this Agreement shall be duly obtained and effective as of the Closing.

                  5.4  Proceedings  and  Documents.   All  corporate  and  other
proceedings in connection with the transactions  contemplated at the Closing and
all documents  incident  thereto,  shall be reasonably  satisfactory in form and
substance to Investors,  and Investors shall have received all such  counterpart
original and certified or other copies of such  documents as such  Investors may
reasonably request.

                  6.  Conditions of the Company's  Obligations  at Closing.  The
obligations of the Company to Investors  under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions by such
Investors:

                  6.1  Representations  and Warranties.  The representations and
warranties of Investors contained in Section 3 hereof shall be true on and as of
the Closing with the same effect as though such  representations  and warranties
had been made on and as of the Closing.

                  6.2 Payment of Purchase Price.  Investors shall have delivered
the purchase price specified in Section 1.2.

                  6.3 Qualification. All authorizations,  approvals, or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection  with the lawful  issuance and sale
of the Stock to Investors  pursuant to this Agreement shall be duly obtained and
effective as of the Closing.

                  7. Miscellaneous.

                  7.1 Survival of Warranties.  The  warranties,  representations
and  covenants of the Company  contained in or made  pursuant to this  Agreement
shall survive the execution and delivery of this Agreement and the Closing for a
period of eighteen (18) months (except for covenants herein which by their terms
extend beyond said period) and shall in no way be affected by any  investigation
of the subject matter thereof made by or on behalf of Investors or the Company.

                  7.2  Successors and Assigns.  Except as otherwise  provided in
this  Agreement,  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.  Nothing in this Agreement,  express or implied,  is intended to confer
upon any party other than the parties hereto or their respective  successors and
assigns any rights, remedies,  obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

                  7.3  Governing  Law. This  Agreement  shall be governed by and
construed  under the laws of the State of  California  as applied to  agreements
among  California  residents  entered into and to be performed  entirely  within
California, without reference to California conflict of laws provisions.

                  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 Titles and  Subtitles.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.



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                  7.5 Notices. Unless otherwise provided, any notice required or
permitted  under this  Agreement  shall be given in writing  and shall be deemed
effectively  given upon  personal  delivery to the party to be notified (or upon
the date of  attempted  delivery  where  delivery  is  refused)  or,  if sent by
telecopier,   telex,  telegram,  or  other  facsimile  means,  upon  receipt  of
appropriate  confirmation of receipt, or five days after deposit with the United
States Postal Service, by registered or certified mail, or one day after deposit
with next day air courier,  with  postage and fees prepaid and  addressed to the
party  entitled to such notice at the  address  indicated  for such party on the
signature  page hereof,  or at such other address as such party may designate by
ten days' advance written notice to the other parties to this Agreement.

                  7.6  Expenses.  If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement,  the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary  disbursements in
addition to any other relief to which such party may be entitled.

                  7.7  Amendments  and  Waivers.  Except as  otherwise  provided
herein, any term of this Agreement may be amended and the observance of any term
of this  Agreement may be waived (either  generally or in a particular  instance
and either retroactively or prospectively), only with the written consent of the
Company.  Any  amendment or waiver  effected in accordance  with this  paragraph
shall be  binding  upon  each  holder of any  securities  purchased  under  this
Agreement  at  the  time  outstanding  (including  securities  into  which  such
securities are convertible),  each future holder of all such securities, and the
Company; provided,  however, that no condition set forth in Section 5 hereof may
be waived with respect to any Investor who does not consent thereto.

                  7.8 Severability.  If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and the  balance  of this  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.

                  7.9 Choice of Forum.  Each of the parties  hereto by execution
hereof (i) hereby  irrevocably  submits to the  jurisdiction  of the federal and
state courts of the State of  California  located in the County of San Francisco
for the purpose of any action,  suit or proceeding  arising out of or based upon
this Agreement or the subject matter hereof and (ii) hereby waives to the extent
not prohibited by applicable law, and agrees not to assert, by way of motion, as
a defense or otherwise,  in any such action, suit or proceeding,  any claim that
it is not subject personally to the jurisdiction of the above-named courts, that
it is immune from extraterritorial injunctive relief or other injunctive relief,
that its property is exempt or immune from  attachment  or  execution,  that any
such action,  suit or proceeding  may not be brought or maintained in one of the
above-named  courts,  that  any  such  action,  suit or  proceeding  brought  or
maintained  in one of the  above-named  courts should be dismissed on grounds of
forum non  conveniens,  should be transferred to any court other than one of the
above-named  courts,  should be stayed  by virtue of the  pendency  of any other
action,  suit or  proceeding  in any  court  other  than one of the  above-named
courts,  or that this agreement or the subject matter hereof may not be enforced
in or by any of the above- named courts.

                  7.10 Entire Agreement. This Agreement, the Exhibits hereto and
other  documents  delivered  expressly  hereby  constitute  the full and  entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof  and no party  shall be liable or bound to any other in any manner by any
representations,  warranties, covenants or agreements except as specifically set
forth herein and therein.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



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                                  BEVERLY HOLDINGS, INC.


                                  By: ____________________________

                                 Title: _________________________

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                             BEVERLY HOLDINGS, INC.
                            STOCK PURCHASE AGREEMENT
                           COUNTERPART SIGNATURE PAGE


                                  [INVESTOR]



                                  By:_______________________________


                                  [INVESTOR]



                                  By:_______________________________


                                  [INVESTOR]



                                  By:_______________________________


                                  [INVESTOR]



                                  By:_______________________________


                                  [INVESTOR]



                                  By:_______________________________




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