Exhibit 10.7
                                                                    ------------

                    STOCK PURCHASE AND SUBSCRIPTION AGREEMENT


Enter Tech Corp.                           Total Shares Subscribed For 6,000,000
430 East 6th Street                      Total Subscription Price $10,000,000.00
Loveland, Colorado 80537

Dear Gentlemen:


     The undersigned  hereby  subscribes to purchase  6,000,000 shares of common
stock (the  "Securities")  of Enter Tech Corp.  (the "Company") for an aggregate
price of $10,000,000.00. This subscription may be rejected by the Company in its
sole discretion.

     1.  PURCHASE.  Subject to the terms and conditions  hereof,  he undersigned
hereby  irrevocably  agrees to purchase the Securities and tenders  herewith the
cash purchase price set forth above.

     2.  REPRESENTATIONS  AND  WARRANTIES.  The  undersigned  hereby  makes  the
following representations and warranties to the Company:

         (a) The  undersigned  is the sole and true party in interest and is not
purchasing for the benefit of any other person;

         (b) The  undersigned  has consulted  with the  advisor(s)  named on the
signature page, if any (such advisor(s) are hereinafter collectively referred to
as the "Investor Representative");

         (c) The undersigned  and/or the Investor  Representative  have read and
analyzed,  are  familiar  with and have  retained  copies  of this  Subscription
Agreement  and  other  related   documents,   including  all  of  the  documents
incorporated by reference and the Company's (i) annual report on Form 10-KSB for
the year ended December 31, 1998, (ii) quarterly  reports on Form 10-QSB for the
quarters  ended March 31, 1999,  June 30, 1999 and  September 30, 1999 and (iii)
current  reports  on Form 8-K  reporting  events  on each of July  30,  1999 and
January  7,  2000,  copies  of which  were  delivered  to the  undersigned.  The
undersigned  understands  that all books,  records and  documents of the Company
relating to this investment have been and remain available for inspection by the
undersigned  and/or the Investor  Representative  upon  reasonable  notice.  The
undersigned  confirms that all documents requested by the undersigned and/or the
Investor  Representative have been made available,  and that the undersigned has
been supplied with all of the additional  information concerning this investment
that has been requested.  In making a decision to purchase the  Securities,  the
undersigned has relied  exclusively upon information  provided by the Company in
writing or found in the books, records or documents of the Company;

<PAGE>


         (d) The undersigned and/or Investor  Representative have such knowledge
and  experience  in financial  and business  matters that they are capable of an
evaluation of the merits and risks of this investment;

         (e) The undersigned and the Investor  Representative  are aware that an
investment  in the  Company is highly  speculative  and  subject to  substantial
risks.  The  undersigned  is capable of bearing the high degree of economic risk
and burdens of this venture, including, but not limited to, the possibility of a
complete   loss,   the  lack  of  a   significant   public  market  and  limited
transferability of the Securities, which make the liquidation of this investment
impossible for the indefinite future;

         (f) The offer to sell the Securities was directly  communicated  to the
undersigned  and  the  Investor   Representative  by  such  a  manner  that  the
undersigned was able to ask questions of and receive answers from the Company or
a person  acting on their behalf  concerning  the terms and  conditions  of this
transaction.  At no time  was the  undersigned  or the  Investor  Representative
presented  with or  solicited  by or through  any  leaflet,  public  promotional
meeting,  television  advertisement  or any other  form of  general  advertising
otherwise than in connection and concurrently with such communicated offer;

         (g) The  undersigned,  if a  corporation,  partnership,  trust or other
entity,  is authorized and duly  empowered to purchase and hold the  Securities,
has its  principal  place of business at the address set forth on the  signature
page  and has not  been  formed  for  the  specific  purpose  of  acquiring  the
Securities;

         (h) The Securities are being acquired solely for the  undersigned's own
account,  for  investment,  and are not being  purchased  with a view to resale,
distribution, subdivision or fractionalization thereof;

         (i) The  undersigned  understands  that  the  Securities  have not been
registered  under the  Securities  Act of 1933,  as amended (the "Act"),  or any
state  securities  laws,  in reliance  upon  exemptions  from  registration  for
non-public  offerings.  The undersigned  understands  that the Securities or any
interest  therein may not be, and agrees  that the  Securities  or any  interest
therein,  will not be resold or otherwise  disposed of by the undersigned unless
the Securities are subsequently  registered under the Act and under  appropriate
state  securities  laws or unless  the  Company  receives  an opinion of counsel
satisfactory to it that an exemption from registration is available;

         (j) The undersigned and the Investor  Representative have been informed
of and understand the following:

               (1)  The  Company  has  only a  limited  financial  or  operating
          history;

               (2) There are substantial  restrictions on the transferability of
          the Securities;


<PAGE>

               (3)  No  federal  or  state   agency  has  made  any  finding  or
          determination  as to the  fairness  for  public  investment,  nor  any
          recommendation nor endorsement, of the Securities.

         (k)  None of the  following  information  has  ever  been  represented,
guaranteed   or   warranted   to  either  the   undersigned   or  the   Investor
Representative,  expressly or by implication by any broker, the Company or agent
or employee of the foregoing, or by any other person;

               (1) The  approximate or exact length of time that the undersigned
          will be required to remain as a shareholder in the Company;

               (2)  The   percentage   of  profit   and/or  amount  of  type  of
          consideration,  profit or loss to be realized,  if any, as a result of
          an investment in the Company;

               (3) That the past  performance or experience of the management or
          associates,  agents,  affiliates or employees or any other person will
          in any way indicate or predict economic results in connection with the
          operation of the Company of the return on the investment.

         (l) The  information  set  forth in that  certain  Accredited  Investor
Declaration  attached  hereto as Exhibit A executed by the  undersigned is true,
correct and complete;

         (m) The undersigned  has not  distributed  any information  relating to
this investment to anyone other than the Investor Representative, if any, and no
other person except the Investor Representative has used this information;

         (n) The  undersigned  hereby agrees to indemnify the  management of the
Company and holds the Company  harmless from and against any and all  liability,
damage, cost or expense incurred on account of or arising out of:

               (1)  Any  inaccuracy  in the  declarations,  representations  and
          warranties hereinabove set forth;

               (2)  The  disposition  of  any  Securities  of  the  undersigned,
          contrary   to  the   foregoing   declarations,   representations   and
          warranties;

               (3) Any action, suit or proceeding based upon:

                    (i) the claim  that said  declarations,  representations  or
               warranties  were  inaccurate or misleading or otherwise cause for
               obtaining  damages or redress from the Company or its management;
               or

                    (ii) the  disposition  of any of the  Securities or any part
               thereof.


<PAGE>


         3.  TRANSFERABILITY.  The undersigned  agrees not to transfer or assign
the obligations or duties contained in this Subscription Agreement or any of the
undersigned's interest herein.

         4.  REGISTRATION  RIGHTS.  Upon  the  acceptance  of this  Subscription
Agreement by the Company,  the undersigned shall enter into with the Company the
registration rights agreement attached hereto as Exhibit B.

         5. REGULATION D. Notwithstanding anything herein to the contrary, every
person or entity who, in addition to or in lieu of the undersigned, is deemed to
be a "purchaser"  pursuant to Regulation D promulgated  under the Securities Act
of 1933 or any  state  law,  does  hereby  make  and join in  making  all of the
covenants, representations and warranties made by the undersigned.

         6.  INVESTOR  REPRESENTATIVE(S)  RELATIONSHIP  WITH THE  COMPANY OR ITS
MANAGEMENT.  The undersigned  acknowledges that the undersigned has been advised
that  the   following   relationship   exists  by  and  between   the   Investor
Representative named below (including the Investor Representative's  affiliates)
and the management, the Company or an affiliate of either of them: .

         7. RIGHT OF FIRST  REFUSAL.  If the Company  shall at any time from the
date of this agreement  until January 1, 2002 propose to sell any of its capital
stock,  the Company  shall first make a written offer to sell such capital stock
to the  undersigned.  Such offer  shall  state all of the terms and  conditions,
including the price, of the proposed sale.

                    (ii) The Holder  shall have the right for a period of thirty
               days  after  receipt  of such  offer to elect  to  purchase  such
               portion of the Company's  capital stock upon terms and conditions
               which  are the  same as  those  of the  proposed  sale.  Upon the
               exercise of the  undersigned's  right to purchase,  all shares of
               capital  stock  purchased  shall  be  promptly  assigned  to  the
               undersigned,  and the  undersigned  shall  make  payment  for the
               Company's  capital stock  purchased in the same manner as that of
               the proposed sale.

                    (iii) If the  undersigned  does not elect to purchase all of
               the capital  stock the Company  proposed to be sold,  all of such
               capital  stock may be sold to a third  party or parties  during a
               period of 365 days after the undersigned's  right to purchase has
               expired; provided, however, that if such sale to a third party or
               parties  is to be made  at a price  which  is  less  than  ninety
               percent of the price  previously  specified  in the offer made to
               the  undersigned  under  paragraph  (i) of this  Section  7,  the
               Company  shall make  another  written  offer to sell such capital
               stock to the  undersigned at such lesser price in accordance with
               this  Section  7. After  such 365 day  period  has  expired,  the
               provisions  of this Section 7 shall apply to any proposed sale by
               the Company of its capital stock.

                    (iv) If the proposed purchase price for the capital stock to
               be sold by the Company is not payable in cash (whether  initially


<PAGE>

               or over time),  the  purchase  price  payable by the  undersigned
               shall be a cash amount determined in the good faith discretion of
               the  Board of  Directors  of the  Company  with  respect  to such
               capital  stock  to be  equivalent  to the  present  value of such
               non-cash proposed purchase price.

         8. ACCEPTANCE.  Execution and delivery of this  Subscription  Agreement
and tender of the payment in accordance with Paragraph 1 above shall  constitute
an irrevocable  offer to purchase the Securities  indicated,  which offer may be
accepted or rejected  by the Company in their sole  discretion  for any cause or
for no cause.  Acceptance of this offer by the Company shall be indicated by the
execution hereof by management.

         9. BINDING  AGREEMENT.  The undersigned agrees that the undersigned may
not cancel,  terminate or revoke this Subscription Agreement or any agreement of
the  undersigned  made  hereunder,  and that this  Subscription  Agreement shall
survive the death or disability of the undersigned and shall be binding upon the
heirs, successors, assigns, executors,  administrators,  guardians, conservators
or personal representatives of the undersigned.

         10.  INCORPORATION  BY  REFERENCE.   The  identities  of  any  Investor
Representative  of the undersigned and the statement of the number of Securities
subscribed  and  related  information  set  forth  on  the  signature  page  are
incorporated as integral terms of this Agreement.

         IN WITNESS  WHEREOF,  the  undersigned  has executed this  Subscription
Agreement on the date set forth on the signature page.

         The  undersigned  desires  to take title in the  Securities  as follows
(check one)

         _____ (a)  Individual (one signature required on Page 6);

         _____ (b)  Husband  and  Wife  as  community  property  (one  signature
                    required  on  Page 6 if  interest  held in one  name,  i.e.,
                    managing  spouse;  two  signatures  required  on  Page  6 if
                    interest held in both names);

         _____ (c)  Joint Tenants with right of survivorship  (both parties must
                    sign on Page 6)

         _____ (d)  Tenants in common (both parties must sign on Page 6);

         _____ (e)  Trust (Trustee(s) must sign on Page 8);

         _____ (f)  Partnership (general partner(s) must sign on Page 10)

         _____ (g)  Corporation (authorized office must sign on Page 12)

         The exact  spelling  of names(s)  under  which title to the  Securities
shall be taken is (please print)________________________________________________


<PAGE>



         SEE RIDER ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
                             SUBSCRIPTION AGREEMENT

                                 SIGNATURE PAGE
                               FOR TRUST INVESTORS
                               -------------------

 Total Shares subscribed for:   #6,000,000
 Total Warrants subscribed for: #
 Total Subscription Price: $10,000,000.00

 Name(s) of Investor Representatives

 --------------------------------------    -------------------------------------
 Name                                           Address

 --------------------------------------    -------------------------------------
 Name                                           Address

 --------------------------------------    -------------------------------------
 Name                                           Address

 -------------------------------------------------------------------------------
 Name of Trust (Please print or type)

 -------------------------------------------------------------------------------
 Name of Trustee (Please print or type)

 -------------------------------------------------------------------------------
 Date Trust was formed

 By /S/ LEON F. HARTE, Account Manager
   -----------------------------------
   Trustee's Signature

 Taxpayer Identification Number:

 Trustee's Address:    ---------------------------------------------------------

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

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

                            Attention:  ----------------------------------------

 Executed at Loveland, Colorado, this 15th day of March, 2000.



<PAGE>


                  ACKNOWLEDGMENT FORM IF SUBSCRIBER IS A TRUST

State of                   )
                           ) ss.
County of                  )


         On the 22nd day of March, 2000,  personally  appeared before me Leon F.
Harte,  the signer(s) of the above  instrument,  who duly acknowledge to me that
he/they executed the same as Trustee(s).

         Witness my hand and seal.

         My commission expires: 12-2-2000

                  SEAL


                                             NOTARY PUBLIC IN AND FOR SAID STATE


                                              /S/ KRISTI COCBEY
                                             -----------------------------------
                                             Name


SUBSCRIPTION ACCEPTED:

Enter Tech Corp.
By:      Sam J. Lindsey
         President

Date:
     -------------------------------




<PAGE>


                                    EXHIBIT A
                         ACCREDITED INVESTOR DECLARATION

         The  undersigned  represents  that  the  undersigned  qualifies  as  an
"Accredited Investor," as defined in Rule 501 of Regulation D promulgated by the
Securities and Exchange  Commission under the Securities Act of 1933, because he
is:

         _____ (1)  A private business development company as defined in Section
                    202(a)(22) of the Investment Advisors Act of 1940;

         _____ (2)  An  organization  described  in  Section  501(c)(3)  of  the
                    Internal Revenue Code, Corporation, Massachusetts or similar
                    business trust, or Partnership not formed for the purpose of
                    investing in the Securities,  with total assets in excess of
                    $5,000,000;

         _____ (3)  A director,  executive  officer,  or general  partner of the
                    issuer  of the  Securities  being  offered  or sold,  or any
                    director, executive officer, or general partner of a general
                    partner of that issuer;

         _____ (4)  A natural person whose  individual  net worth,  or joint net
                    worth  with  that  person's  spouse,  at  the  time  of  his
                    purchase, exceeds $1,000,000;

         _____ (5)  A natural  person who had an individual  income in excess of
                    $200,000  in each of the two  most  recent  years,  or joint
                    income  with that  person's  spouse of  $300,000  in each of
                    those  years and has a  reasonable  expectation  of reaching
                    those levels in the current year;

         _____ (6)  Any trust,  with total assets in excess of  $5,000,000,  not
                    formed for the specific  purpose of acquiring the Securities
                    offered,  whose  purchase  is  directed  by a  sophisticated
                    person as described in Section 506(b)(2)(ii); or

         _____ (7)  Any entity in which all of the equity owners are  accredited
                    investors.


         Date:    March 15, 2000                     Tax I.D. No.:      N/A
                  -------------------                                  -----

         Signed:   /S/ LEON F. HARTE, Account Manager, TRFT
                   ----------------------------------------
         Please print name:   Leon F. Harte, Account Manager, TRFT
                              ------------------------------------



<PAGE>


                                    EXHIBIT B
                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights Agreement (the  "Agreement") is entered into
this ____ day of February, 2000 between Enter Tech Corp. (the "Corporation") and
the undersigned Holder (as defined in Section 1).

         Section 1. DEMAND REGISTRATION.  The Corporation shall upon the written
demand  by the  undersigned  holder  (the  "Holder")  of  6,000,000  shares  the
Corporation's  common stock (the  "Registrable  Securities"),  at any time after
January 1, 2001,  prepare and file with the Securities  and Exchange  Commission
("SEC") a  registration  statement  under the Securities Act of 1933, as amended
(the "Act"), covering the resale of the Registrable Securities.  The Corporation
shall  use  all  commercially  reasonable  efforts  to  cause  the  registration
statement  covering  the resale of all  Registrable  Securities  that the Holder
requests  to be so  registered  to  become  effective  as  soon  as  practicable
thereafter.  The  Corporation  shall not be  required  to effect a  registration
statement  pursuant to this  Section  after the  Corporation  has  effected  one
registration  pursuant to this Section,  and such registration has been declared
or ordered by the SEC effective.

         Section 2.  PIGGYBACK  REGISTRATIONS.  If at any time during the twelve
months  following  the date of this  agreement,  the  Corporation  determines to
proceed with the  preparation  and filing of a registration  statement under the
Act in connection  with the proposed  offer and sale of any of its securities by
any of its security  holders (other than a  registration  statement on Form S-4,
S-8 or any other limited purpose form),  then the Corporation will give 15 days'
written notice of such determination to the Holder of Registrable Securities and
will  afford  each such Holder an  opportunity  to include in such  registration
statement all or part of the Registrable  Securities held by such Holder. If the
Holder desires to include in any such registration  statement all or any part of
the Holder's Registrable Securities,  the Holder shall, within 15 days after the
above-described  notice  from the  Corporation,  so notify  the  Corporation  in
writing.  Such notice  shall state the  intended  method of  disposition  of the
Registrable  Securities by such Holder.  If theHolder decides not to include all
of its Registrable  Securities in any registration statement thereafter filed by
the Corporation,  such Holder shall  nevertheless  continue to have the right to
include any Registrable  Securities in any subsequent  registration statement or
registration  statements as may be filed by the Corporation  with respect to the
proposed offer and sale of any of its securities by any of its security holders,
all  upon the  terms  and  conditions  set  forth  herein.  If the  registration
statement under which the Corporation  gives notice under this Section is for an
underwritten offering, the Corporation shall so advise the Holder of Registrable
Securities.  In  such  event,  the  right  of the  Holder  to be  included  in a
registration  pursuant to this Section shall be  conditioned  upon such Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable Securities in the underwriting to the extent provided herein. If the
Holder   proposes  to  distribute  its  Registrable   Securities   through  such
underwriting, the Holder shall enter into an underwriting agreement in customary
form with the underwriter or underwriters  selected for such underwriting by the
Corporation.  Notwithstanding  any other  provision  hereof,  if the underwriter
determines  in good faith that  marketing  factors  require a limitation  of the
number of shares to be  underwritten,  the number of shares that may be included
in the underwriting  shall be allocated,  first, to the Corporation,  second, to

<PAGE>


the Holder, and third, to any other shareholder of the Corporation (other than a
Holder of Registrable  Securities) on a pro rata basis.  The  Corporation  shall
have the right to terminate or withdraw any  registration  initiated by it under
this Section prior to the effectiveness of such registration, whether or not the
Holder has elected to include Registrable  Securities in such registration.  The
registration  expenses  of such  withdrawn  registration  shall  be borne by the
Corporation in accordance with this Agreement.

         Section  4.   OBLIGATIONS  OF  THE   CORPORATION  IN  CONNECTION   WITH
REGISTRATIONS.  Whenever  required to effect the registration of any Registrable
Securities, the Corporation shall, as expeditiously as reasonably possible:

               (a) prepare and file with the SEC a  registration  statement with
          respect to such Registrable  Securities and use all reasonable efforts
          to cause such registration  statement to become  effective,  and, upon
          the  request  of  the  Holder  of  Registrable  Securities  registered
          thereunder,  keep such registration  statement effective for up to 180
          days or, if earlier,  until the Holder has completed the  distribution
          related thereto;

               (b)  prepare  and  file  with  the SEC  such  amendments  to such
          registration  statement and  supplements to the  prospectus  contained
          therein  as may be  necessary  to  keep  such  registration  statement
          effective;

               (c) furnish to the Holder and to the underwriters, if any, of the
          securities  being  registered such reasonable  number of copies of the
          registration statement,  preliminary prospectus,  final prospectus and
          such other documents as such  underwriters  may reasonably  request in
          order to facilitate the public offering of such securities;

               (d)  use all  commercially  reasonable  efforts  to  register  or
          qualify the securities  covered by such  registration  statement under
          such state  securities or blue sky laws of such  jurisdictions  as the
          Holder may reasonably  request in writing within twenty days following
          the original filing of such  registration  statement,  except that the
          Corporation shall not for any purpose be required to execute a general
          consent to service  of  process  or to  qualify  to do  business  as a
          foreign corporation in any jurisdiction wherein it is not so qualified
          or subject itself to taxation in any such jurisdiction;

               (e) in the event of any underwritten public offering,  enter into
          and perform its obligations under an underwriting  agreement, in usual
          and customary form, with the managing  underwriter(s) of such offering
          (the Holder  shall also enter into and perform its  obligations  under
          such agreement);

               (f) notify the Holder,  promptly  after it shall  receive  notice
          thereof,  of the time  when such  registration  statement  has  become
          effective or a  supplement  to any  prospectus  forming a part of such
          registration statement has been filed;


<PAGE>


               (g) notify the Holder, promptly of any request by the SEC for the
          amending or supplementing of such registration statement or prospectus
          or for additional information;

               (h) prepare and file with the SEC,  promptly  upon the request of
          the  Holder,  any  amendments  or  supplements  to  such  registration
          statement  or  prospectus  which,  in the  opinion of counsel for such
          Holder (and concurred in by counsel for the Corporation),  is required
          under the Act or the rules and  regulations  thereunder  in connection
          with the distribution of securities by such Holder;

               (i)  furnish,  at the request of a the  Holder,  on the date that
          such  Registrable  Securities  are delivered to the  underwriters  for
          sale, if such securities are being sold through  underwriters,  or, if
          such securities are not being sold through  underwriters,  on the date
          that  the  registration  statement  with  respect  to such  securities
          becomes  effective,  (i) an  opinion,  dated as of such  date,  of the
          counsel   representing  the  Corporation  for  the  purposes  of  such
          registration,  in  form  and  substance  as is  customarily  given  to
          underwriters  in  an  underwritten   public  offering  and  reasonably
          satisfactory to a the Holder,  addressed to the underwriters,  if any,
          and to the  Holder and (ii) a letter  dated as of such date,  from the
          independent  certified public accountants of the Corporation,  in form
          and substance as is customarily given by independent  certified public
          accountants to  underwriters  in an  underwritten  public offering and
          reasonably   satisfactory  to  the  Holder  requesting   registration,
          addressed to  underwriters,  if any,  and if  permitted by  applicable
          professional  standards,  to the  Holder  requesting  registration  of
          Registrable Securities;

               (j) prepare and promptly  file with the SEC and  promptly  notify
          such  Holder of the filing of such  amendment  or  supplement  to such
          registration  statement or  prospectus  as may be necessary to correct
          any statements or omissions if, at the time when a prospectus relating
          to such  securities  is required to be  delivered  under the Act,  any
          event shall have  occurred as the result of which any such  prospectus
          as then in effect would include an untrue statement of a material fact
          or omit to state any material  fact  necessary to make the  statements
          therein,  in light of the  circumstances  in which they were made, not
          misleading; and

               (k) advise the Holder,  promptly after it shall receive notice or
          obtain knowledge thereof, of the issuance of any stop order by the SEC
          suspending the  effectiveness  of such  registration  statement or the
          initiation  or  threatening  of any  proceeding  for that  purpose and
          promptly  use all  commercially  reasonable  efforts  to  prevent  the
          issuance  of any stop order or to obtain its  withdrawal  if such stop
          order should be issued.

         The   Corporation  may  in  turn  require  the  Holder  of  Registrable
Securities  as to which any  registration  is being  effected  to furnish to the

<PAGE>


Corporation  such  information  regarding the distribution of such shares as the
Corporation  may from time to time  reasonably  request in  writing.

         Section 5. EXPENSES OF  REGISTRATION.  All fees,  costs and expenses of
and  incidental to any  registration  hereunder,  and the  inclusion  therein of
Registrable Securities,  and the public offering in connection therewith,  shall
be borne by the Corporation,  provided,  however, that the Holder shall bear its
share of the  underwriting  discount and  commissions and transfer taxes and the
Corporation shall not be required to pay for expenses of any demand registration
subsequently  withdrawn  by the  Holder  unless  the  withdrawal  is based  upon
material adverse information concerning the Corporation of which such Holder was
not  aware,  or  should  not have  reasonably  been  aware,  at the time of such
request.  The  fees,  costs  and  expenses  of  registration  to be borne by the
Corporation   as  provided  above  shall  include,   without   limitation,   all
registration,  filing, and NASD fees, printing expenses,  fees and disbursements
of  counsel  and  accountants  for the  Corporation,  and  all  legal  fees  and
disbursements  and other expenses of complying with state securities or blue sky
laws of any  jurisdictions  in which  the  securities  to be  offered  are to be
registered and qualified (except as provided herein).  Fees and disbursements of
counsel and  accountants  for the Holder and any other expenses  incurred by the
Holder not expressly included above shall be borne by the Holder.

         Section  6.   INDEMNIFICATION.   In  the  event  that  any  Registrable
Securities are included in a registration statement pursuant to this Agreement:

               (a) The Corporation  shall indemnify and hold harmless the Holder
          of  Registrable  Securities  which  are  included  in  a  registration
          statement pursuant to the provisions of this Agreement,  its directors
          and officers if the Holder is a Corporation,  and any  underwriter (as
          defined  in the Act) for such  Holder  and each  person,  if any,  who
          controls  such  Holder or such  underwriter  within the meaning of the
          Act, from and against,  and will  reimburse  such Holder and each such
          underwriter and controlling  person with respect to, any and all loss,
          damage,  liability,  cost and expense to which such Holder or any such
          underwriter or controlling  person may become subject under the Act or
          otherwise,  insofar as such  losses,  damages,  liabilities,  costs or
          expenses  are  caused  by  any  untrue  statement  or  alleged  untrue
          statement  of  any  material  fact  contained  in  such   registration
          statement,  any  prospectus  contained  therein  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,  in light
          of  the  circumstances  in  which  they  were  made,  not  misleading;
          provided, however, that the Corporation will not be liable in any such
          case to the extent  that any such  loss,  damage,  liability,  cost or
          expenses arises out of or is based upon an untrue statement or alleged
          untrue statement or omission or alleged omission so made in conformity
          with  information  furnished by such Holder,  such underwriter or such
          controlling person in writing  specifically for use in the preparation
          thereof.

               (b) The  Holder  pursuant  to the  provisions  of this  Agreement
          hereof  shall  indemnify  and  hold  harmless  the  Corporation,   its
          directors and officers,  any  controlling  person and any  underwriter

<PAGE>


          from and against,  and will reimburse the  Corporation,  its directors
          and officers,  any controlling person and any underwriter with respect
          to, any and all loss, damage,  liability, cost or expense to which the
          Corporation  or any  controlling  person  and/or any  underwriter  may
          become  subject  under the Act or  otherwise,  insofar as such losses,
          damages,  liabilities,  costs or  expenses  are  caused by any  untrue
          statement or alleged  untrue  statement of any material fact contained
          in such registration  statement,  any prospectus  contained therein 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,  in light of the  circumstances  in which they were made, 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 so made in reliance upon and in strict conformity
          with  written  information  furnished  by or on behalf of such  Holder
          specifically for use in the preparation thereof.

               (c) Promptly  after receipt by an  indemnified  party pursuant to
          the  provisions of this Section of notice of the  commencement  of any
          action  involving  the  subject  matter  of  the  foregoing  indemnity
          provisions,  such indemnified  party will, if a claim thereof is to be
          made against the indemnifying party pursuant to the provisions of this
          Section,  promptly notify the  indemnifying  party of the commencement
          thereof, but the omission to so notify the indemnifying party will not
          relieve  it from any  liability  which it may have to any  indemnified
          party otherwise than hereunder. In case such action is brought against
          any indemnified  party and it notifies the  indemnifying  party of the
          commencement  thereof,  the indemnifying party shall have the right to
          participate in, and, to the extent that it may wish,  jointly with any
          other  indemnifying  party similarly  notified,  to assume the defense
          thereof,   with  counsel   satisfactory  to  such  indemnified  party,
          provided,  however,  if counsel for the  indemnifying  party concludes
          that a single  counsel  cannot  under  applicable  legal  and  ethical
          considerations   represent  both  the   indemnifying   party  and  the
          indemnified  party, the indemnified party or parties have the right to
          select  separate  counsel to participate in the defense of such action
          on behalf of such indemnified party or parties.  After notice from the
          indemnifying  party to such  indemnified  party of its  election to so
          assume the defense thereof,  the indemnifying party will not be liable
          to such  indemnified  party pursuant to the provisions of this Section
          for  any  legal  or  other  expense  subsequently   incurred  by  such
          indemnified  party in connection  with the defense  thereof other than
          reasonable costs of  investigation,  unless (i) the indemnified  party
          shall have employed  counsel in accordance  with the provisions of the
          preceding  sentence,  (ii)  the  indemnifying  party  shall  not  have
          employed  counsel  satisfactory to the indemnified  party to represent
          the indemnified party within a reasonable time after the notice of the
          commencement  of the  action  or  (iii)  the  indemnifying  party  has
          authorized the employment of counsel for the indemnified  party at the
          expense of the indemnifying party.

<PAGE>


         Section 7. TERMINATION OF REGISTRATION  RIGHTS. All registration rights
granted  under  this  Agreement  shall  terminate  as to the Holder and be of no
further  force and  effect if the  Holder is  eligible  to sell such  securities
without restriction under Rule 144(k) of the Act.

         Section 8. ENTIRE  AGREEMENT.  This Agreement  constitutes the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject  hereof and no party shall be liable or bound to any other in any manner
by any  covenants or agreements  except as  specifically  set forth herein.  All
prior agreements and understandings are superseded by this Agreement.

         Section 9. GOVERNING LAW;  VENUE.  This Agreement  shall be governed by
the laws of the State of Colorado.  Any action brought to enforce this Agreement
or any term  thereof  shall be brought in a court of competent  jurisdiction  in
Colorado  and  each  party  hereto   affirmatively   agrees  to  submit  to  the
jurisdiction in that state.

         Section 10. SEVERABILITY. In case any provision of this Agreement shall
be invalid, illegal or unenforceable,  the validity, legality and enforceability
of the  remaining  provisions  shall  not in any  way be  affected  or  impaired
thereby.

         IN WITNESS  WHEREOF,  this  Agreement  is hereby duly  executed by each
party hereto as of the date first written above.


         ENTER TECH CORP.

         By:    /S/ SAM J. LINDSEY
            ----------------------
         Name and Title: Sam J. Lindsey, President
                         -------------------------

         HOLDER

              /S/ LEON F. HARTE, Account Manager, TRFT
         ---------------------------------------------
         Printed Name: Leon F. Harte, Account Manager TRFT
                       -----------------------------------
<PAGE>

                           RIDER TO STOCK PURCHASE AND
                             SUBSCRIPTION AGREEMENT


         Notwithstanding   anything   contained   in  the  Stock   Purchase  and
Subscription  Agreement to which this Rider is attached,  the  obligation of the
undersigned  to purchase  the  Securities  described  in the Stock  Purchase and
Subscription  Agreement  is expressly  conditioned  upon the  occurrence  of the
following two events on or before May 1, 2000:

         1. The Company has duly filed its annual  report on Form 10-K or 10-KSB
for the year ending December 31, 1999.

         2. The Company has  completed  an  acquisition  of  WavePower,  Inc., a
Florida corporation on or before May 1, 2000.


         Executed, March 15, 2000.


                                       /S/ LEON F. HARTE, Account Manager, TRFT
                                      ------------------------------------------
                                        Leon F. Harte, Account Manager, TRFT


By:  /S/ SAM J. LINDSAY
    -------------------