# STOCK
PURCHASE AGREEMENT

This
STOCK PURCHASE AGREEMENT (this Agreement) is dated as of October
, 2002, by and among Stealth MediaLabs, Inc., a Nevada corporation (the
Company) and The Viper Trust (Purchaser).

W I T N E S S
E T H:

WHEREAS,
pursuant to a prior agreement, the Company has determined that it is in the best
interest of the Company and its shareholders to arrange for the sale of (a)
335,625fully paid and nonassessable shares of common stock, $0.00 1 par
value, of the Company (the Common Stock) and a five-year warrant to
purchase 322,846 fully paid and nonassessable shares of Common Stock for an
exercise price of $0.35 per share. Such shares of Common Stock and warrants
shall be issued on a post-reverse split basis, after giving cumulative effect to
a two hundred fitly for one reverse split of the Companys common stock
effective as of September 30, 2002.

NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE I

PURCHASE
AND SALE OF COMPANY STOCK

Section
1.1 Sale of Stock. Subject to the terms and conditions herein stated, the
Company hereby sells to Purchaser, and the Purchaser hereby purchases from the
Company, 335,625 fully paid and nonassessable shares of Common Stock and a
five-year warrant to purchase 322,846 shares of fully paid and nonassessable
shares of Common Stock. The Common Stock and warrant sold hereby is referred to
herein as the Units. The Company shall deliver the shares of Common
Stock and warrant purchased hereunder as soon as reasonably practicable after
the Companys transfer agent has obtained printed certificates representing
post-split shares of Common Stock.

Section
1.2 Purchase Price. (a) On the Closing Date, Purchaser shall deliver to
the Company, an aggregate of $3,356.25 (the Purchase Price),
representing $3,020.63 paid for the Common Stock and $335.63 paid for the
warrant.

Section
1.3 Closing. The closing of the transactions referred to in Section 1.1
hereof (the Closing) shall take place at 10:00 a.m. as of October 7,
2002, or at such other time as the parties may agree upon. Such time and date
are herein referred to as the Closing Date.

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ARTICLE
Il

REPRESENTATIONS
OF COMPANY

Company
hereby represents and warrants as follows:

Section 2.1
Company Stock. All of the shares of Company Stock have been duly
authorized, validly issued, fully paid and are nonassessable, including the
Common Stock contained in the Units and the Common Stock issuable upon exercise
of the warrants contained in the Units.

Section
2.2 Authorization and Validity of Agreement. The Company has full
power and authority (corporate or otherwise) to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Company and, assuming the due execution of this Agreement by
Purchaser, is a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except to the extent that its
enforceability may he subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors
rights generally and to general equitable principles.

Section
2.3 Consents and Approvals: No Violations. The execution and delivery of
this Agreement by the Company and the consummation by the Company of the
purchase of the Units as contemplated herein and the other transactions
contemplated hereby (a) will not violate the provisions of the Certificate of
Incorporation or Bylaws of the Company, (h) will not violate any statute, rule,
regulation, order or decree of any public body or authority by which the Company
is bound or by which any of their respective properties or assets are bound,
©) will not require any filing with, or permit, consent or approval of, or
the giving of any notice to, any United States governmental or regulatory body,
agency or authority on or prior to the Closing Date (as defined in Section 1
..3), and (d) will not result in a violation or breach of, conflict with,
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, payment or acceleration)
under, or result in the creation of any Encumbrance upon any of the properties
or assets of the Company under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, franchise, permit, agreement,
lease, franchise agreement or any other instrument or obligation to which the
Company is a party, or by which they or any of its properties or assets may be
bound.

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ARTICLE III

INVESTMENT
REPRESENTATIONS

Section
3.1 The Purchaser hereby represents to the Company that:

(a)
Purchaser has such knowledge and experience in financial and business matters so
as to be capable of evaluating and understanding, and has evaluated and
understood, the merits and risks of an investment in the Company and the
acquisition of securities of the Company, and Purchaser has been given the
opportunity to (I) obtain information and to examine all documents relating to
the Company and the Companys business, to (ii) ask questions of, and to
receive answers from, the Company concerning the Company, the Companys
business and the terms and conditions of an investment in the Company, and to
(iii) obtain any additional information, to the extent the Company possesses
such information or could acquire such information without unreasonable effort
or expense, necessary to verify the accuracy of any information previously
furnished. All such questions have been answered to Purchasers full
satisfaction, and all information and documents, records and books pertaining to
an investment in the Company which Purchaser has requested have been made
available to Purchaser.

(b)
Purchaser is able to bear the substantial economic risks of Purchasers
investment in the Company and the purchase of securities of the Company in that,
among other factors, Purchaser can afford to hold securities of the Company for
an indefinite period and can afford a complete loss of Purchasers
investment in the Company.

(c)
No material adverse change in Purchasers financial condition has taken
place during the past twelve (12) months, and Purchaser will have sufficient
liquidity with respect to Purchasers net worth for an adequate period of
time to provide for Purchasers needs and contingencies.

(d)
Purchaser is relying solely on Purchasers own decision or the advice of
Purchasers own adviser(s) with respect to an investment in the Company and
the acquisition of securities of the Company, and has neither received nor
relied on any communication from the Company. the Companys officers or the
Companys agents regarding any legal, investment or tax advice relating to
an investment in the Company and the acquisition of securities of the Company.

(e)
Purchaser recognizes that investments in the Company involve substantial risks
in that, among other factors: (I) successful operation of the Company depends on
factors beyond the control of the Company; (ii) an investment in the Company is
a speculative investment and involves a high degree of risk of loss; (iii) the
Company is engaged in an industry which is highly competitive and subject to
substantial risks relating to rapid technological change,
fierce competition, uncertain markets and an uncertain customer base; (iv)
retention of key employees is critical to the Companys business; (v) the
Company has a limited amount of working capital available to it; and (vi) there
will be no public market for securities of the Company acquired by Purchaser
hereunder and, accordingly, it may not be possible to liquidate an investment in
the Company in case of immediate need of funds or any other emergency, if at
all. Purchaser has taken full cognizance of, and understands. such risks and has
obtained sufficient information to evaluate the merits and risks of an
investment in the Company and the acquisition of securities of the Company.

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(f)
Purchaser confirms that none of the Companys officers nor any of the
Companys agents have made any warranties concerning an investment in the
Company, including, without limitation, any warranties concerning anticipated
financial results, or the likelihood of success of the operations, of the
Company.

(g)
Securities of the Company are acquired by Purchaser for Purchasers own
account, for investment and not with a view to, or in connection with, any
public offering or distribution of the same and without any present intention to
sell the same at any particular event or circumstances. Purchaser has no
agreement or other arrangement with any person to sell, transfer or pledge any
part of securities of the Company which would guarantee Purchaser any profit or
provide any guarantee to Purchaser against any loss with respect to securities
of the Company.

(h)
Purchaser understands that no federal, state or other governmental agency of the
United States or any other territory or nation has passed on or made any
recommendation or endorsement of an investment in securities of the Company.

(i)
Purchaser understands that securities of the Company have not been registered
under the United States Securities Act of 1933, as amended (the Act)
or applicable state or other securities laws, and securities of the Company are
offered and sold under an exemption from registration provided by such laws and
the rules and regulations thereunder; further, Purchaser understands that the
Company is under no obligation to register securities of the Company or to
comply with any applicable exemption under any applicable securities laws with
respect to securities of the Company. Purchaser must bear the economic risks of
an investment in the Company for an indefinite period of time because it is not
anticipated that there will be any market for securities of the Company and
because securities of the Company cannot be resold unless subsequently
registered under applicable securities laws or unless an exemption from such
registration is available. Purchaser also understands that the exemption
provided by Rule 144 under the Act may not be available because of the
conditions and limitations of such Rule, and that in the absence of the
availability of such Rule, any disposition by Purchaser of any portion of
securities of the Company may require compliance with some other exemption under
the Act.

(j)
Purchaser has been informed that legends referring to the restrictions indicated
herein are placed on the certificate(s) evidencing securities of the Company
held by Purchaser.

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(k)
Purchaser agrees that the foregoing representations and warranties will survive
the sale of securities of the Company to Purchaser, as well as any investigation
made by any party relying on same.

(l)
Purchaser is an accredited investor as such term is defined in
Regulation D promulgated under the Act.

ARTICLE IV

CONDITIONS
TO PURCHASERS OBLIGATIONS

The
purchase of the Units by Purchaser on the Closing Date is conditioned upon the
satisfaction or waiver, at or prior to the consummation of the Sale, of the
following conditions:

Section
4.1 Truth of Representations and Warranties. The representations and
warranties of Company contained in this Agreement shall be true and correct in
all material respects on and as of the Closing Date with the same effect as
though such representations and warranties have been made on and as of such date
(except to the extent that any such representation and warranty is stated in
this Agreement to be made as of a specific date, in which case such
representation and warranty shall be true and correct as of such specified
date).

Section
4.2 Performance of Agreements. Each and all of the agreements of Company
to he performed at or prior to the Closing Date pursuant to the terms hereof
shall have been duly performed in all material respects.

Section
4.3 No Injunction. No court or other government body or public authority
shall have issued an order which shall then be in effect restraining or
prohibiting the completion of the transactions contemplated hereby.

Section
4.4 No Litigation. There shall not he any action, suit or proceeding
pending or threatened that seeks to (I) make the consummation of the
transactions contemplated hereby illegal or otherwise restrict or prohibit
consummation thereof or (ii) require the divestiture by Purchaser of any of its
subsidiaries or Affiliates of shares of stock or of any business, assets or
property of any of its subsidiaries or Affiliates, or impose any material
limitation on the ability of any of them to conduct their business or to own or
exercise control of such assets, properties or stock and which, in either case,
in the reasonable, good faith determination of Purchaser has a significant
likelihood of having a material adverse effect on Purchase.

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ARTICLE VI

MISCELLANEOUS

Section
6.1 Expenses. Except as otherwise provided in this Agreement, each party
to this Agreement will bear its respective fees and expenses incurred in
connection with the preparation, negotiation, execution and performance of this
Agreement and the transactions contemplated herein. If this Agreement is
terminated, the obligation of each party to pay its own fees and expenses will
be subject to any rights of such party arising from a breach of this Agreement
by another party.

Section
7.2 Waiver; Remedies Cumulative. The rights and remedies of the parties
to this Agreement are cumulative and not alternative. Neither any failure nor
any delay by any party in exercising any right, power or privilege under this
Agreement or any of the documents referred to in this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement or any of the documents referred to in this
Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party;
(h) no waiver that may he given by a party will be applicable except in the
specific instance for which it is given; and (e) no notice to or demand on one
party will be deemed to be a waiver of any obligation of that party or of the
right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the documents referred to in
this Agreement.

Section
7.3 Entire Agreement and Modification. This Agreement supersedes all
prior agreements, whether written or oral, between the parties with respect to
its subject matter, and constitutes a complete and exclusive statement of the
terms of the agreement between the parties with respect to its subject matter.
This Agreement may not he amended, supplemented, or otherwise modified except by
a written agreement executed by the party to be charged with the amendment.

Section
7.4 Assignments, Successors and No Third-Party Rights. No party may
assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will apply to, be binding in all respects upon and inure
to the benefit of the successors and permitted assigns of the parties.  Nothing
expressed or referred to in this Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable right, remedy or
claim under or with respect to this Agreement or any provision of this
Agreement, except such rights as shall inure to a successor or permitted
assignee pursuant to this Section.

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Section
7.5 Severability. lf any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

Section
7.6 Construction. The headings of Articles and Sections in this Agreement
are provided for convenience only and will not affect its construction or
interpretation. All references to Articles and Sections
refer to the corresponding Articles and Sections of this Agreement.

Section
7.7 Time of Essence. With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.

Section
7.8 Notices. MI notices, consents, waivers and other communications
required or permitted by this Agreement shall be in writing and shall be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile or e-mail with confirmation of transmission by the transmitting
equipment, so long as such facsimile or e-mail is followed by a copy sent by
mail; or ©) received or rejected by the addressee, if sent by certified
mail, return receipt requested. in each ease to the following addresses,
facsimile numbers or e-mail addresses and marked to the attention of the person
(by name or title) designated below (or to such other address, facsimile number,
e-mail address or person as a party may designate by notice to the other
parties):

| | if to Purchaser, to it at:
c/o Corporate Legal Services, LLP
2222 Main Street
Santa Monica, California 90405
Attention: President
Tel: 310 396 4400
Fax: 310 396 3290
and if to Company, to it at:
Stealth MediaLabs, Inc.
203 N. Wabash Ave. Suite 1805
Chicago, Illinois 60601
Tel: 847 356 0799
Fax: 312 896 9235
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Section
7.9 Governing Law: Consent to Jurisdiction. (a)  The interpretation and
construction of this Agreement, and all  matters relating hereto, shall he governed by
the laws of the State  of California applicable to contracts made and to be performed
entirely within the State of California.

(b)
Any proceeding, action, litigation or claim (a Proceeding) arising
out of or relating to this Agreement or any of the transactions contemplated
herein may be brought in the courts of the State of California, County of Los
Angeles, or, if it has or can acquire jurisdiction, in the United States
District Court for the Central District of California, and each of the parties
irrevocably submits to the exclusive jurisdiction of each such court in any such
Proceeding, waives any objection it may now or hereafter have to venue or to
convenience of forum, agrees that all claims in respect of the Proceeding shall
be heard and determined only in any such court and agrees not to bring any
Proceeding arising out of or relating to this Agreement or any of the
transactions contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this paragraph with any court as
written evidence of the knowing, voluntary and bargained agreement between the
parties irrevocably to waive any objections to venue or to convenience of forum.
Each party hereto hereby consents to process being served ii any such action or
proceeding by the mailing of a copy thereof to the address set forth opposite
its name below and agrees that such service upon receipt shall constitute good
and sufficient service of process or notice thereof, Nothing in this paragraph
shall affect or eliminate any right to serve process in any other manner
permitted by law.

Section
7.10 WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO TH1S AGREEMENT OR
ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY
OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF
THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED
IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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Section
7.11 Execution of Agreement. This Agreement may he executed in one or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will he deemed to constitute
one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all purposes.

IN
WITNESS WHEREOF, each of the parties have caused this Agreement to he executed
by their respective officers who have been duly authorized, all as of the day
and year first above written.

|Stealth
MediaLabs, Inc.
a Nevada corporation
By:  /s/ Howard Leventhal
Name: Howard Leventhal
Title: Chief Executive Officer |  | The   Viper Trust
By:  /s/ Leonard S. Vincent
Name: Leonard S. Vincent
Title: Trustee
|---------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------

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