ASSET PURCHASE AGREEMENT
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This ASSET PURCHASE AGREEMENT (the "AGREEMENT"), dated as of the 20th
day of April, 2000, by and between Graciela Ballesteros De Colomer
("Seller"), whose address is Managua 907, Linda Vista, Gustavo A.
Madero D.F., Mexico, and Lexington Barron Technologies, Inc. (Buyer),
a Colorado corporation whose address is 102 S. Tejon Street Avenue,
Suite 1100, Colorado Springs, CO  80933.


RECITALS

	A. Seller is engaged in the provision of consulting services to
start-up companies.

       B. Seller wishes to sell to Buyer and Buyer wishes to buy from
Seller the proprietary knowledge, customer contacts and network of
business professionals of Seller (as defined below "Intangible
Assets"), upon the terms and conditions of this Agreement (the
"PURCHASE").

                  NOW, THEREFORE, the parties hereby agree as follows:

1. PURCHASE OF INTANGIBLE ASSETS.

(a)	Seller hereby sells, transfers and assigns to Buyer (the
        "TRANSFER"), and Buyer hereby purchases and accepts from
        Seller, in each case free and clear of all Liens (as defined
        below), Seller's proprietary knowledge, customer contacts and
        network of business professionals, which are used in connection
        with or otherwise relate to the Seller's Business (the
        "INTANGIBLE ASSETS"), including, without limitation:
        i.	Proprietary knowledge of business consulting models and
                client acquisition methodologies;
        ii.     Contacts of start-up businesses currently seeking
                management, start-up or business consulting services;
        iii.    Inactive customer files and data relating to the Business;
        iv.     Network of business professionals containing 426 viable and
                established contacts;
        v.      Jfax telephone numbers and other identifying addresses and
                numbers of Seller used in the conduct of the Seller's
                Business;
        vi.     all market research studies, surveys, reports, analyses and
                similar information relating to the Business;
        vii.    all sales data, brochures, catalogues, literature, forms,
                mailing lists, art work, photographs and advertising
                material, in whatever form or media relating to the
                Seller's Business;

(b)	If any Assets constituting Contracts or Permits are not by
        their terms assignable or require the consent of a third party
        in connection with the sale by Seller, Seller will use
        reasonable efforts to assist Buyer to obtain such consent
        promptly. During the period in which the applicable Contract or
        Permit is not capable of being assigned to Buyer due to the
        failure to obtain any required consent, Seller will make such
        arrangements as may be necessary to enable Buyer to receive all


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        the economic benefits under such Contract or Permit accruing on
        and after the execution of this Agreement.

(c)	Notwithstanding anything in this Agreement to the contrary, i)
        Seller will retain and not transfer to Buyer the assets
        described in Schedule 1(c)(i) (the "EXCLUDED ASSETS"); and (ii)
        Buyer will not assume and will be deemed not to have assumed
        and be responsible for, and Seller will be solely and
        exclusively liable and responsible for, any Indebtedness (as
        defined below), obligations, Contracts or liabilities of Seller
        relating to the Business, including but not limited to, the
        obligations described in Schedule 1(c)(ii)(a) (the "RETAINED
        LIABILITIES"), other than the Indebtedness, obligations,
        Contracts or liabilities listed on Schedule 1(c)(ii)(b) (the
        "ASSUMED LIABILITIES").

(d)	Notwithstanding anything in this Agreement to the contrary,
        Buyer will not assume and will be deemed not to have assumed
        and be responsible for, and Seller will be solely and
        exclusively liable and responsible for, any debt, obligations
        or liabilities of Seller with respect to (i) any federal,
        state, local or foreign taxes relating to tax periods (or any
        portion thereof) ending on or prior to the date hereof, or (ii)
        any tax liability of Seller arising out of or in connection
        with the consummation or performance of the transactions
        contemplated by this Agreement (the "RETAINED TAXES").

(e)	For purposes of this Agreement,

        i.      "CONTRACT" means any contract, license, lease (including
                any lease for real property), commitment, purchase order or
                any other agreement, whether written or oral, relating to
                the Business;
        ii.     "GAAP" means U.S. generally accepted accounting principles,
                consistently applied.
        iii.    "INTELLECTUAL PROPERTY RIGHT" means any trademark, service
                mark, trade name, invention, patent, trade secret,
                copyright, know-how, proprietary computer software,
                computer databases, Internet addresses or domain names
                (including any registrations or applications for
                registration or renewal of any of the foregoing) or any
                other similar type of proprietary intellectual property
                right, in each case which is used or held for use or
                otherwise necessary in connection with the conduct of the
                Business;
        iv.     "PERMIT" means any governmental or regulatory license,
                authorization permit, franchise consent or approval which
                is obtained in connection with the conduct of the Business;
        v.      "PERSON" means an individual, corporation, partnership,
                limited liability company, association, trust or other
                entity or organization, including a government or political
                subdivision or an agency or instrumentality thereof;
        vi.     "TAXES" means (A) any net income, alternative or add-on
                minimum tax, gross income, gross receipts, sales, use, ad
                valorem, value added, transfer, franchise, profits,
                license, withholding on amounts paid to or by Seller,
                payroll, employment, excise, severance, stamp, occupation,
                premium, property, environmental or windfall profit tax,
                custom, duty or other tax, governmental fee or other like
                assessment or charge of any kind whatsoever, together with
                any interest, penalty, addition to tax or additional amount

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                imposed by any Taxing Authority in connection with the
                conduct of the Business, (B) any liability of Seller for
                the payment of any amounts of any of the foregoing types as
                a result of being a member of an affiliated, consolidated,
                combined or unitary group, or being a party to any
                agreement or arrangement whereby liability of Seller for
                payment of such amounts was determined or taken into
                account with reference to the liability of any other
                Person, and (C) any liability of Seller for the payment of
                any amounts as a result of being a party to any tax-sharing
                agreements in connection with the conduct of the Business
                or with respect to the payment of any amounts of any of the
                foregoing types as a result of any express or implied
                obligation to indemnify any other Person; and
        vii.    "TAXING AUTHORITY" means any Governmental Authority (as
                defined below) responsible for the imposition of any Tax.


2.  PRICE AND PAYMENT.

(a)	In consideration for the Transfer by Seller to Buyer of the
        Intangible Assets in accordance with this Agreement, Buyer
        will deliver to Seller consideration in an aggregate amount of
        $25,000.00 (the "CONSIDERATION") to be held by Lexington
        Barron Technologies on behalf of itself, which will consist of
        the following:
        i.      $25,000.00, payable by 1,200,000 shares of Buyer's Common
                Stock priced at $0.02 per share.

(b)	As soon as reasonably practicable after the date of this
        Agreement, Seller will deliver to Buyer the following: (i)
        such duly executed, good and sufficient instruments of
        conveyance, transfer and assignment, other than a bill of
        sale, as will be reasonably required by Buyer and its counsel
        and as will be necessary to convey to Buyer all of Seller's
        rights, title and interests in and to the Intangible Assets,
        if any; and (ii) all other documents, instruments and writings
        necessary to consummate the transaction contemplated hereby or
        expressly required to be delivered by Seller in accordance
        with this Agreement.

(c)	As a condition to Seller entering into this Agreement, Buyer
        will deliver to Seller a copy of the documents, instruments
        and writings necessary to consummate the transactions
        contemplated hereby or expressly required to be delivered by
        Buyer in accordance with this Agreement.

(d)	For purposes of determining Buyer's Tax basis in the
        Intangible Assets and gain or loss recognized by Seller with
        respect to the sale of the Intangible Assets to Buyer, Buyer
        and Seller will allocate the Consideration among the
        Intangible Assets according to the fair market.

3.      SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
        warrants to Buyer as follows:

(a)	Seller is an independent contractor operating in Mexico with
        significant business relationships in the United States.


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(b)	Seller has all requisite power and authority to execute
        and deliver this Agreement and those other agreements and
        instruments required to be executed or delivered under this
        Agreement, and to perform its obligations hereunder, and this
        Agreement has been duly executed and delivered by each Seller
        and constitutes, assuming due authorization, execution and
        delivery of this Agreement by Buyer, and any other agreements
        to be executed and delivered by Buyer pursuant hereto, when
        fully executed and delivered, will constitute, a valid and
        binding obligation of each Seller enforceable against it in
        accordance with their terms, except to the extent that
        enforcement thereof may be subject to applicable bankruptcy,
        insolvency, reorganization, moratorium, fraudulent conveyance
        and similar laws now or hereafter affecting creditors' rights
        generally and general principles of equity (regardless of
        whether enforceability is considered in a proceeding at law or
        in equity).

(c)	Neither the execution and delivery by Seller of this Agreement
        nor the performance by Seller of its obligations hereunder
        will (i) conflict with or result in any breach of any
        provision of the Certificate of Incorporation or Bylaws of any
        corporation or Seller; (ii) result in (with or without the
        giving of notice or lapse of time or both) a material
        violation or breach of, or constitute a default or give rise
        to any right of termination, cancellation or acceleration
        under any of the terms, conditions or provisions of any
        Indebtedness, license, lease or Contract or similar instrument
        or obligation to which any Seller, or by which any of the
        Intangible Assets, may be bound; or (iii) violate any order,
        injunction, decree, statute, rule or regulation of any
        federal, state, local or foreign governmental entity or
        municipality or subdivision thereof or court, tribunal,
        commission, board, bureau, agency or legislative, executive,
        governmental or regulatory authority or agency (a
        "GOVERNMENTAL AUTHORITY") to which any Seller or the Business
        is subject.

(d)	Seller owns the Intangible Assets and has and will deliver to
        Buyer, good, valid and marketable title to, all of the
        Intangible Assets, in each case, free and clear of all
        mortgages, pledges, security interests, liens (including tax
        liens), charges, options or other encumbrances of any nature
        whatsoever (collectively, "LIENS").


4.      BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and
        warrants to as follows:

(a)	Buyer is a corporation duly organized, validly existing and in
        good standing under the laws of the state of Colorado.

(b)	Buyer has all requisite power and authority to execute and
        deliver this Agreement and to perform its obligations
        hereunder. This Agreement has been duly executed and delivered
        by Buyer and constitutes, assuming due authorization,
        execution and delivery of this Agreement by Seller and any
        other agreements to be executed by Seller pursuant hereto,
        when fully executed and delivered, will constitute a valid and

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        binding obligation of Buyer, enforceable against Buyer in
        accordance with their terms, except to the extent that
        enforcement thereof may be subject to applicable bankruptcy,
        insolvency, reorganization, moratorium, fraudulent conveyance
        and similar laws now or hereafter affecting the enforcement of
        creditors' rights generally and general principles of equity
        (regardless of whether enforceability is considered in a
        proceeding at law or in equity).

(c)     Neither the execution and delivery by Buyer of this nor the
        performance by Buyer of its obligations hereunder will (i)
        conflict with or result in any breach of any provision of the
        Certificate of Incorporation or Bylaws of Buyer or (ii)
        violate any order, injunction, decree, statute, rule or
        regulation of any Governmental Authority to which Buyer is
        subject.


5.      INDEMNIFICATION.

(a)     The representations and warranties of the parties contained
        herein or in any signed writing delivered in connection with
        this Agreement will survive for a period of 3 years after the
        execution of this Agreement.

(b)	Seller will indemnify Buyer and its employees, officers,
        directors, agents and representatives, in their capacities as
        such, and the successors, heirs and personal representatives
        of any of them (collectively, the "BUYER INDEMNIFIED PARTIES")
        against and hold them harmless from any and all damage, loss,
        liability and expense (including, without limitation,
        reasonable expenses of investigation and attorneys' fees and
        expenses) (collectively "LOSS") incurred or suffered by any
        Buyer Indemnified Party arising out of or relating to (i) any
        breach of any representation, warranty, covenant or other
        agreement of Seller contained herein, (ii) any Retained
        Liabilities, (iii) any Retained Taxes or (iv) any alleged,
        claimed or established negligence or breach of Seller (or any
        of its affiliates or predecessors or any of the respective
        officers, directors, agents, consultants or employees of
        Seller or any of its affiliates or predecessors) with respect
        to the performance by such parties of services, Contracts,
        agreements, policies or similar undertakings on or prior to
        the execution of this Agreement.

(c)	Buyer will indemnify Seller and its employees, officers,
        directors, agents and representatives, in their respective
        capacities as such, and the successors, heirs and personal
        representatives of any of them (collectively, the "SELLER
        INDEMNIFIED PARTIES") against and hold them harmless from any
        and all Loss incurred or suffered by any Seller Indemnified
        Party arising out of or relating to (i) any breach of any
        representation, warranty, covenant or other agreement of Buyer
        contained herein or (ii) any Assumed Liabilities.

(d)	A Person seeking indemnification pursuant to Sections 5(b) and
        5(c) (an "INDEMNIFIED PARTY") with respect to a claim, action
        or proceeding by a Person who is not a Buyer Indemnified Party
        or a Seller Indemnified Party will give prompt written notice

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        to the party from whom such indemnification is sought (the
        "INDEMNIFYING PARTY") of the assertion of any claim, or the
        commencement of any action or proceeding, in respect of which
        indemnity may be sought hereunder; provided that the failure
        to give such notice will not affect the Indemnified Party's
        rights to indemnification hereunder, unless such failure would
        prejudice in any material respect the Indemnifying Party's
        ability to defend such claim, action or proceeding. The
        Indemnifying Party will have the right to assume the defense
        of any such action or proceeding at its expense, provided that
        (x) in the reasonable judgment of the Indemnified Party, the
        Indemnifying Party has adequate resources to undertake such
        defense and satisfy any indemnifiable Loss arising from such
        action or proceeding and (y) the selection of counsel is
        approved by the Indemnified Party (which approval will not be
        unreasonably withheld or delayed). If the Indemnified Party so
        determines that the Indemnifying Party does not have adequate
        resources, or the Indemnifying Party does not elect to assume
        the defense of any such action or proceeding, or fails to make
        such an election within 20 days after it receives such notice
        pursuant to the first sentence of this Section 5(d), the
        Indemnified Party may assume such defense at the expense of
        the Indemnifying Party. The Indemnified Party will have the
        right to participate in (but not control) the defense of an
        action or proceeding defended by the Indemnifying Party
        hereunder and to retain its own counsel in connection with
        such action or proceeding, but the fees and expenses of such
        counsel will be at the Indemnified Party's expense unless (i)
        the Indemnifying Party and the Indemnified Party have mutually
        agreed in writing to the retention of such counsel or (ii) the
        named parties in any such action or proceeding (including
        impleaded parties) include the Indemnifying Party and the
        Indemnified Party, and representation of the Indemnifying
        Party and the Indemnified Party by the same counsel would
        create a conflict, provided that, unless otherwise agreed by
        the Indemnifying Party, if the Indemnifying Party is obligated
        to pay the fees and expenses of such counsel, the Indemnifying
        Party will be obligated to pay only the fees and expenses
        associated with one attorney or law firm, as applicable, for
        the Indemnified Party. An Indemnifying Party will not be
        liable under Sections 5(b) or 5(c) for any settlement effected
        without its written consent, which consent will not be
        unreasonably withheld or delayed, of any claim, action or
        proceeding in respect of which indemnity may be sought
        hereunder.

6.	FURTHER ASSURANCES BY SELLER. Seller will execute such additional
        documents as Buyer may reasonably request to vest or confirm the
        vesting in Buyer of all of the Intangible Assets and title
        thereto.

7.	AMENDMENT. This Agreement may be amended only by an instrument in
        writing signed by Seller and Buyer.

8.	FEES AND EXPENSES. All fees and expenses incurred in connection
        with this Agreement and the transactions contemplated by this will
        be paid by the party incurring such fees or expenses, whether or
        not the transactions contemplated hereby are consummated.


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9.	SELLER'S KNOWLEDGE. All references to the "Seller's knowledge" or
        to words of similar import will be deemed to be references to the
        actual knowledge of one or more of the officers or directors of
        Seller.

10.	GOVERNING LAW. This Agreement will be governed by and construed in
        accordance with the laws of the State of Colorado, without regard
        to its conflict of law rules, principles or provisions of such
        state or of any other state. The sole jurisdiction and venue for
        any litigation arising out of this Agreement will be an
        appropriate federal or district court located in the State of
        Colorado, and each party hereby consents to such jurisdiction.
        Each party agrees not to raise and waives any objection to or
        defense based on the venue of any such court or forum non
        conveniens.

11.	WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
        IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
        ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR
        TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO
        THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.	SECTION HEADINGS. Section headings are for convenient reference
        only and will not affect the meaning or have any bearing on the
        interpretation of any provision of this Agreement.

13.	ENTIRE AGREEMENT. This Agreement, together with any other
        documents referred to herein or delivered pursuant hereto that
        form a part hereof, constitute the entire agreement between the
        parties hereto with respect to the subject matter hereof and
        supersede all other prior agreements and understandings, both
        written and oral, between the parties or either of them with
        respect to the subject matte hereof.

14.	COUNTERPARTS. This Agreement may be executed in any number of
        counterparts, each of which will be deemed an original, but all of
        which will constitute one and the same instrument.

15.	EFFECTIVE TIME. Notwithstanding anything to the contrary contained
        in this Agreement, this Agreement will be deemed to be effective
        for all accounting, tax and other purposes as of 12:00 a.m. on
        April 20, 2001 (such date and time, the "EFFECTIVE TIME").


        All notices and writings, required or given pursuant to this
        Agreement, shall be signed by the party relying thereon to be sent by
        prepaid postal mail rates or by facsimile transmission, to a location
        or number set forth below:

Lexington Barron Technologies, Inc.	Graciela Ballesteros De Colomer
-----------------------------------     ------------------------------------
A) Lexington Barron Technologies, Inc.  B)  Graciela Ballesteros De Colomer
   102 S. Tejon Street Ave., Ste. 1100      Managua 907, Linda Vista,
   Colorado Springs, CO  80933              Gustavo A. Madero D.F., Mexico
   Tel:  (719) 381-1728                     Tel:  (303) 265-9865
   Fax:  (435) 203-9028                     Fax:  (303) 265-9865
   Email:                                   Email:


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In witness whereof the parties have set their hands and seals as of
the date first written above.

Lexington Barron Technologies, Inc.	Graciela Ballesteros De Colomer

By:     Phillip W. Kilgore              By:   Graciela Ballesteros De Colomer


Signature:/s/Phillip W. Kilgore   Signature: /s/Graciela Ballesteros De Colomer
          ---------------------             -----------------------------------
Title:  Chief Executive Officer             Title:  Seller




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                                SCHEDULE 1(c)(i)

                                 EXCLUDED ASSETS

1.       Accounts receivable (including billed and unbilled) of Seller
         from the conduct of the Business.



                              SCHEDULE 1(c)(ii)(a)

                              RETAINED LIABILITIES

1.       Accounts payable and accrued expenses arising prior to the
         Effective Time.



                              SCHEDULE 1(c)(ii)(b)

                               ASSUMED LIABILITIES

1.       All liabilities arising at or after the Effective Time.


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