STOCK PURCHASE AGREEMENT


     STOCK PURCHASE AGREEMENT,  dated as of June 6, 2002 (this "Agreement"),  by
and among HALTER CAPITAL  CORPORATION,  a Texas corporation having an address at
2591 Dallas Parkway,  Suite 102, Frisco,  Texas 75034 ("Seller"),  and Powerlink
International  Finance,  Inc. a company  organized under the laws of the British
Virgin  Islands,  having an office and address at Commerce  Chamber,  Road Town,
Tortola,  BVI ("Purchaser"),  and OMNI DOORS, INC., a company incorporated under
the laws of the State of  Florida,  having an office and  address at 2591 Dallas
Parkway, Suite 102, Frisco, Texas 75034 ("Company").

                               W I T N E S S E T H

     WHEREAS,  Seller  desires  to sell to  Purchaser  2,830,926  shares  of the
Company's  common  stock,  no par value per share  (the  "Common  Stock"),  (the
"Shares"),   representing   approximately   57%  of  the  Company's  issued  and
outstanding  shares  of the  Common  Stock  of the  Company,  on the  terms  and
condition set forth in this Stock Purchase Agreement ("Agreement"),

     WHEREAS,  Purchaser  desires to buy the Shares for $400,000 (the  "Purchase
Price") on the terms and conditions set forth herein,

     WHEREAS,  the parties hereto and Securities Transfer  Corporation,  a Texas
corporation  ("Escrowee"),  have  entered  into an  agreement  of even date (the
"Escrow  Agreement")  providing  for the  payment  into  escrow of $49,985  (the
"Escrow Fund"),

     WHEREAS,  Seller has agreed per the terms of this  Agreement and the Escrow
Agreement to cause the remaining  150,000  shares of the Company's  common stock
(the "Escrow  Shares" or "Option  Shares")  held by it following  the sale to be
transferred  and held by  Escrowee  subject to an option  granted  to  Purchaser
exercisable  for a term of one year from the Date of  Closing to  purchase  such
shares at a price of $1.50 per share,

     WHEREAS  the  Company  joins in the  execution  of this  Agreement  for the
purpose  of  evidencing  its  consent  to  the  consummation  of  the  foregoing
transactions  and  for  the  purpose  of  making  certain   representations  and
warranties to and covenants and agreements with the Purchaser,

     NOW  THEREFORE,  in  consideration  of the promises and  respective  mutual
agreements herein  contained,  it is agreed by and between the parties hereto as
follows.

                                   ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES
                         -------------------------------

     1.1 Sale of the Shares.  Upon the execution of this  Agreement,  subject to
the terms and conditions herein set forth, on the basis of the  representations,
warranties and agreements herein  contained,  Seller shall deliver the Shares to
Purchaser who shall purchase the Shares from the Seller.

     1.2  Instruments of Conveyance and Transfer.  At the Closing,  Seller shall
deliver a certificate or certificates  representing the Shares to Purchaser,  in
form and  substance  satisfactory  to  Purchaser  ("Certificates"),  as shall be
effective  to vest in Purchaser  all right,  title and interest in and to all of
the Shares.

     1.3  Consideration  and Payment for the Shares . In  consideration  for the
Shares,  Purchaser  shall pay to the Seller the  purchase  price of Four Hundred
Thousand ($400,000) Dollars in U.S. currency  ("Purchase  Price").  The Purchase
Price shall be payable only upon Closing (as set forth in Article 8 hereof).

<PAGE>

                                   ARTICLE 2
                    RESIGNATION OF THE DIRECTORS AND OFFICERS
                    -----------------------------------------

     2.1 Prior to the  Closing,  the  Company  will cause  each  person who is a
director or officer of the Company,  to submit his or her written resignation as
director or officer of the Company,  effective upon his  replacement by nominees
of Purchaser and, upon the Closing,  Seller shall cause all action  necessary to
appoint nominees  designated by Purchaser as successor directors and officers of
the Company.


                                   ARTICLE 3
             COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SELLER
             -------------------------------------------------------

     The  Seller  covenants,   represents  and  warrants  to  the  Purchaser  as
following:

     3.1 Transfer of Title.  Seller shall transfer title in and to the Shares to
the  Purchaser  free  and  clear  of all  liens,  security  interests,  pledges,
encumbrances,  charges, restrictions,  demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.

     3.2 Due  Execution.  This Agreement has been duly executed and delivered by
the Seller.

     3.3 Valid  Agreement  This  Agreement  constitutes,  and upon execution and
delivery thereof by the Seller,  will constitute,  a valid and binding agreement
of the Seller  enforceable  against the Seller in accordance with its respective
terms.

     3.4 Authorization. The execution, delivery and performance by the Seller of
this  Agreement  and the delivery by the Seller of the Shares have been duly and
validly  authorized and no further consent or authorization  of the Seller,  the
Company, its Board of Directors, or its stockholders is required.

     3.5  Seller's  Title  to  Shares;  No  Liens or  Preemptive  Rights;  Valid
Issuance.  Seller has,  and at the Closing  will have,  full and valid title and
control of the Shares;  there will be no existing  impediment or  encumbrance to
the sale and  transfer of such Shares to the  Purchaser;  and on delivery to the
Purchaser of the Shares,  all of the Shares will be free and clear of all taxes,
liens, encumbrances, charges or assessments of any kind and shall not be subject
to  preemptive  rights,  tag-along  rights,  or  similar  rights  of  any of the
stockholders of the Company or other third parties.  Such Shares will be legally
and validly issued in material  compliance with all applicable U.S.  federal and
state securities laws, and will be fully paid and  non-assessable  shares of the
Company's  common  stock;  and the Shares  shall have all been issued under duly
authorized resolutions of the Board of Directors of the Company. At the Closing,
Seller  shall  deliver to the  Purchaser  certificates  representing  the Shares
subject  to  no  liens,  security  interests,  pledges,  encumbrances,  charges,
restrictions, demands or claims in any other party whatsoever.

     3.6 No  Governmental  Action  Required.  The  execution and delivery by the
Seller of this  Agreement  does not and will not,  and the  consummation  of the
transactions  contemplated hereby will not, require any action by, or in respect
of, or filing with, any  governmental  body,  agency or  governmental  official,
including  but not limited to the federal  Securities  and  Exchange  Commission
("Commission")  or the National  Association  of  Securities  Dealers  ("NASD"),
except such  actions or filings that have been  undertaken  or made prior to the
date  hereof  and that  will be in full  force  and  effect  (or as to which all
applicable  waiting  periods have expired) on and as of the date hereof or which
are not required to be filed on or prior to the date of Closing.


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<PAGE>

     3.7 Compliance with Applicable Law and Corporate  Documents.  The execution
and delivery by the Seller of this Agreement does not and will not and, the sale
by the Seller of the Shares does not and will not  contravene  or  constitute  a
default  under,  or  violation  of,  (i)  any  provision  of  applicable  law or
regulation,  (ii) the  articles of  incorporation  or by-laws of the Seller,  or
(iii) any agreement,  judgment,  injunction,  order,  decree or other instrument
binding  upon the  Seller  or any its  assets,  or  result  in the  creation  or
imposition  of any lien on any asset of the Seller.  The Seller is in compliance
with,  and conforms to, all  statutes,  laws,  ordinances,  rules,  regulations,
orders, restrictions and all other legal requirements of any domestic or foreign
government or any  instrumentality  thereof having jurisdiction over the conduct
of their businesses or the ownership of their properties.

     3.8 Due Diligence  Materials.  The information  heretofore furnished by the
Seller to the Purchaser for purposes of or in connection  with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Seller to the Purchaser  will not (in each case taken  together
and on the date as of which such  information is furnished),  contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  contained  therein,  in the light of the  circumstances
under which they are made, not misleading.

     3.9 Not a Voting  Trust;  No  Proxies.  None of the  Shares  are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar  instrument  with respect to the Shares.  Except as
provided in this  Agreement,  the Seller is not a party to any  agreement  which
offers or grants to any  person  the right to  purchase  or  acquire  any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree  which would,  as a result of the sale  contemplated  by this  Agreement,
impair, restrict or delay any voting rights with respect to the Shares.

     3.10 Survival of Representations. The representations and warranties herein
by the Seller will be true and correct in all material respects on and as of the
Closing  with the same  force  and  effect as though  said  representations  and
warranties  had been made on and as of the  Closing and will,  except,  provided
herein, survive the Closing.

     3.11 Adoption of Company's  Representations.  The Seller adopts and remakes
as his own each and every representation made by the Company in Article 4 below.

     3.12  No  Solicitation.   No  form  of  general   solicitation  or  general
advertising was used by the Seller or, to the best of its actual knowledge,  any
other person acting on behalf of the Seller,  in  connection  with the offer and
sale of the Shares. Neither the Seller, nor, to its knowledge, any person acting
on behalf of the Seller,  have,  either directly or indirectly,  sold or offered
for sale to any person  (other than the  Purchaser)  any of the Shares,  and the
Seller  represents  that it will  not,  and no person  authorized  to act on its
behalf (except that the Seller makes no representation as to the Purchaser) will
sell or offer for sale any such  security  to, or solicit  any offers to buy any
such security from, or otherwise  approach or negotiate in respect thereof with,
any person or persons so as thereby to cause the  issuance or sale of any of the
Shares to be in violation of any of the  provisions  of Section 5 of the federal
Securities Act of 1933, as amended (the '33 Act), or any other provision of law.

..

                                   ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     The Company represents and warrants to the Purchaser the following:

     4.1 Due Organization.  The Company is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Florida (a) with
full power and authority to own,  lease,  use, and operate its properties and to
carry on its  business  as and where  now  owned,  leased,  used,  operated  and
conducted.  The Company has no  subsidiaries.  The Company is duly  qualified to


                                       3
<PAGE>

conduct  business  as a foreign  corporation  and is in good  standing  in every
jurisdiction  in which the  nature of the  business  conducted  by it makes such
qualification  necessary, and (b) all actions taken by the current directors and
stockholders  of the Company have been valid and in accordance  with the laws of
the State of Florida.

     4.2  (a) Company Authority.  The Company has all requisite  corporate power
and authority to enter into and perform this Agreement.

          (b) Due Authorization.  The execution, delivery and performance by the
Company of this  Agreement has been duly and validly  authorized  and no further
consent  or  authorization  of  the  Company,  its  Board  of  Directors  or its
stockholders is required.

          (c)  Valid  Execution.  This  Agreement  has been  duly  executed  and
                            delivered by the Company.

          (d) Binding Agreement. This Agreement constitutes,  and upon execution
and  delivery  thereof by the  Company,  will  constitute,  a valid and  binding
agreement of the Company, enforceable against the Company in accordance with its
terms.

          (e) No Violation of Corporate  Documents or Agreements.  The execution
and delivery of this Agreement by the Company and the performance by the Company
of its  obligations  hereunder will not cause,  constitute,  or conflict with or
result in (i) any breach or violation or any of the  provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument,  articles
of  incorporation,  bylaw, or other agreement or instrument to which the Company
or its  stockholders  are a party,  or by which they may be bound,  nor will any
consents or  authorizations  of any party other than those  hereto by  required,
(ii) an event that would cause the  Company to be liable to any party,  or (iii)
an event that would result in the creation or imposition or any lien,  charge or
encumbrance  on any asset of the Company or on the  securities of the Company to
be acquired by the Purchaser.

     4.3 Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.  As
of the date hereof,  the authorized  capital of the Company is 25,000,000 shares
of Common Stock, no par value.  The issued and outstanding  capital stock of the
Company is 4,982,735 shares of Common Stock.  All issued and outstanding  shares
of  capital  stock  are,  duly  authorized,   validly  issued,  fully  paid  and
non-assessable.  No  shares of  capital  stock of the  Company  are  subject  to
preemptive  rights or similar rights of the  stockholders  of the Company or any
liens or  encumbrances  imposed  through  the  actions  or failure to act of the
Company,  or otherwise.  As of the date hereof and at Closing,  (i) there are no
outstanding  options,  warrants,   convertible  securities,   scrip,  rights  to
subscribe for, puts, calls, rights of first refusal,  tag-along agreements,  nor
any other agreements,  understandings,  claims or other commitments or rights of
any character  whatsoever  relating to, or securities or rights convertible into
or exchangeable for any shares of capital stock of the Company,  or arrangements
by which  the  Company  is or may  become  bound to issue  additional  shares of
capital stock of the Company,  and (ii) there are no agreements or  arrangements
under  which  the  Company  is  obligated  to  register  the  sale of any of its
securities  under the  Securities  Act and (iii) there are no  anti-dilution  or
price adjustment  provisions contained in any security issued by the Company (or
in the  Company's  articles  of  incorporation  or by-laws  or in any  agreement
providing rights to security holders) that will be triggered by the transactions
contemplated by this Agreement.  The Company has furnished to Purchaser true and
correct  copies  of  the  Company's  articles  of  incorporation,   by-laws  and
shareholders list.

     4.4 No  Governmental  Action  Required.  The  execution and delivery by the
Company of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any  governmental  body,  agency or  governmental  official,
including but not limited to, the Commission  and the NASD,  except such actions
or filings that have been  undertaken  or made prior to the date hereof and that
will be in full force and effect (or as to which all applicable  waiting periods
have expired) on and as of the date hereof or which are not required to be filed
on or prior to the Closing.


                                       4
<PAGE>

     4.5 Compliance with Applicable Law and Corporate  Documents.  The execution
and delivery by the Company of this  Agreement  does not and will not contravene
or  constitute a default  under or violation of (i) any  provision of applicable
law or regulation,  (ii) the Company's  articles of incorporation or bylaws,  or
(iii) any agreement,  judgment,  injunction,  order,  decree or other instrument
binding  upon the  Company  or any its  assets,  or  result in the  creation  or
imposition of any lien on any asset of the Company. The Company is in compliance
with and conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions  and all  other  legal  requirements  of any  domestic  or  foreign
government or any  instrumentality  thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties.

     4.6 SEC Representations. Through the date hereof, the Company has filed all
forms,   reports  and  documents  with  the  Commission  and  state   securities
authorities  required  to be  filed  by it  ("SEC  Reports").  The  Company  has
delivered  and/or made  available to Purchaser  true and complete  copies of the
required  SEC  Reports.  Such SEC  Reports,  at the time filed,  complied in all
material respects with the requirements of the federal and state securities laws
and the rules and regulations of the Commission and state authorities thereunder
applicable  to such SEC  Reports.  None of the SEC  Reports,  including  without
limitation, any financial statements or schedules included therein, contains any
untrue  statement of a material fact or omits to state a material fact necessary
in order to make the statements made, in light of the circumstances  under which
they were made, not misleading.

     4.7 Financial  Statements.  The  Purchaser  has received  copies of (i) the
balance  sheet of the Company as of June 30, 2001 and the related  statements of
operations and comprehensive  income,  changes in stockholders'  equity and cash
flow for the year  then  ended,  audited  by S.W.  Hatfield,  CPA,  and (ii) the
unaudited  financial  statements  of the Company for the nine months ended March
31, 2002,  and the related  statements  of income and retained  earnings for the
period then ended  (collectively,  the  "Financial  Statements").  The Financial
Statements have been prepared in accordance with generally  accepted  accounting
principles ("GAAP")  consistently followed by the Company throughout the periods
indicated.  Such financial  statements fairly present the financial condition of
the Company at the dates  indicated and its results of its  operations  and cash
flows for the periods then ended and, except as indicated  therein,  reflect all
claims against, debts and liabilities of the Company,  fixed or contingent,  and
of whatever nature.  Since March 31, 2002 (the "Balance Sheet Date"),  there has
been no material adverse change in the assets or liabilities, or in the business
or  condition,  financial  or  otherwise,  or in the  results of  operations  or
prospects, of the Company,  whether as a result of any legislative or regulatory
change,  revocation  of any license or rights to do business,  fire,  explosion,
accident,  casualty,  labor trouble, flood, drought, riot, storm,  condemnation,
act of God,  public force or  otherwise  and no material  adverse  change in the
assets or liabilities, or in the business or condition,  financial or otherwise,
or in the  results of  operation  or  prospects,  of the  Company  except in the
ordinary course of business.

     4.8 No Litigation. Except as provided in Exhibit 4.8 hereto, the Company is
not a party to any suit, action, arbitration, or legal, administrative, or other
proceeding, or pending governmental investigation which its has not disclosed to
Purchaser.  The  Company is not  subject to or in  default  with  respect to any
order,  writ,  injunction,  or decree of any federal,  state,  local, or foreign
court, department, agency, or instrumentality.

     4.9 No Taxes. To the best of the Company's knowledge,  it is not liable for
any  income,  sales,  withholding,  real  or  personal  property  taxes  to  any
governmental  agencies  whatsoever.  All United States federal,  state,  county,
municipality  local or foreign  income tax  returns and all other  material  tax
returns  (including foreign tax returns) which are required to be filed by or on
behalf of the Company  have been or will be filed as of the Closing Date and all
material  taxes due  pursuant  to such  returns or  pursuant  to any  assessment
received by the Company have been or will be paid as of the Closing Date, except
those being  disputed in good faith and for which  adequate  reserves  have been
established.  The charges,  accruals and reserves on the books of the Company in
respect  of  taxes  or other  governmental  charges  have  been  established  in
accordance with GAAP.


                                       5
<PAGE>

     4.10 Material  Agreements (a) The Company is not currently  carrying on any
business  and is not a party to any  contract,  agreement,  lease or order which
would subject it to any  performance or business  obligations or restrictions in
the future after the closing of the transactions contemplated by this Agreement.

          (b) The Company has no employment  contracts or agreements with any of
its  officers,  directors,  or with any  consultants,  employees  or other  such
parties.

          (c) The Company has no stockholder contracts or agreements.

          (d) The  Company is not in  default  under any  contract  or any other
document.

          (e) The Company has no written or oral  contracts with any third party
except with its transfer agent, Securities Transfer Corporation.

          (f)  The  Company  has  no  outstanding  powers  of  attorney  and  no
obligations concerning the performance of the Seller concerning this Agreement.

          (g)  The  Company  has  all  material  Permits  ("Permits"  means  all
licenses,  franchises, grants,  authorizations,  permits, easements,  variances,
exemptions, consents, certificates, orders and approvals necessary to own, lease
and operate the  properties,  of, and to carry on the business of the  Company);
(ii)  all such  Permits  are in full  force  and  effect,  and the  Company  has
fulfilled and performed all material  obligations  with respect to such Permits;
(iii) no event has occurred which allows, or after notice or lapse of time would
allow,  revocation or  termination by the issuer thereof or which results in any
other  material  impairment of the rights of the holder of any such Permit,  and
(iv) the Company has no reason to believe that any  governmental  body or agency
is considering limiting, suspending or revoking any such Permit.

          (h) Neither the Company nor, to the Company's knowledge,  any employee
or  agent of the  Company  has made any  payments  of funds of the  Company,  or
received or retained any funds,  in each case in  violation of any law,  rule or
regulation  or of a character  required to be disclosed by the Company in any of
the SEC Reports.

          (i) There are no  outstanding  judgments or UCC  financing or security
instruments or statements filed against the Company or any of its properties.

          (j) The Company has no debt,  loan, or obligations of any kind, to any
of its  directors,  officers,  stockholders,  or  employees,  which  will not be
satisfied at the Closing.

          (k) The Company does not have and will not have any assets at the time
of Closing  other than cash,  except as  disclosed  in its  unaudited  financial
statements  contained  with its SEC Form 10QSB filed with the Commission for the
quarter year ended March 31, 2002 (the "Unaudited Statements"). The Company does
not own any real estate or any  interests in real  estate.  The Company does not
own any patents,  copyrights,  or  trademarks.  The Company does not license the
intellectual property of others nor owe fees or royalties on the same.

     4.11 No Liabilities. To the best of its knowledge, there are no liabilities
of the Company of any kind whatsoever which has not been disclosed to Purchaser,
whether accrued, contingent,  absolute,  determined,  determinable or otherwise,
and there is no existing  condition,  situation  or set of  circumstances  which
could reasonably be expected to result in such a liability. The Company does not
have  any  debt,  liability,  or  obligation  of any  nature,  whether  accrued,
absolute,  contingent,  or otherwise,  and whether due or to become due, that is
not reflected on the Company's Audited Statements.


                                       6
<PAGE>

     4.12 OTC  Listing.  The Company is currently  quoted on the OTC  Electronic
Bulletin Board under the trading  symbol  "OMDR".  The Company is not in default
with respect to any  requirements  of the NASD for quotation on the OTC Bulletin
Board.

     4.13  Compliance with Law. To the best of its knowledge of its officers and
directors,  the  Company  has  complied  with,  and is not in  violation  of any
provision  of  laws  or  regulations  of  federal,  state  or  local  government
authorities and agencies. There are no pending or threatened proceedings against
the Company by any federal, state or local government, or any department, board,
agency or other body thereof.

     4.14  Corporate   Documents   Effective.   A.  The  Company's  Articles  of
Incorporation (Exhibit 4.14A hereto) and all amendments thereto (Exhibit 4.14B),
and its by-laws,  as amended (Exhibit 4.14C),  are and will be at the Closing in
full force and effect, without modification, amendment or rescission.

B. Copies of the Company's  minutes of meetings,  and consents to action without
meetings,  of its  directors  and/or its  shareholders  are  attached  hereto as
Exhibit 4.14D. All actions by the Company's  Shareholders and Board of Directors
required by law to accomplish the actions of the Company contemplated  hereunder
have been, or will at the Closing, taken.

C.  Attached  hereto  as  Exhibit  4.14E  is a  true  and  correct  list  of the
shareholders of record of the Company.  At the Closing the Company shall present
to Purchaser an up-dated copy of the shareholders list.

     4.15 No Stockholder  Approval  Required.  The  acquisition of the Shares by
Purchaser from Seller does not require the approval of the  stockholders  of the
Company under the Florida General Corporate Law ("FGCL"), the Company's articles
of incorporation or bylaws,  or any other  requirement of law or, if stockholder
approval is required it has or will, prior to the Closing,  be properly obtained
in accordance with the  requirements of the Company's  articles of incorporation
and by-laws and the FGCL.

     4.16 No Dissenters' Rights. The acquisition of the Shares by Purchaser from
Seller will not will not give rise to any dissenting  stockholders' rights under
the FGCL, the Company's articles of incorporation or bylaws, or otherwise.

     4.17 Not Subject to Voting Trust. None of the Shares are or will be subject
to any voting  trust or  agreement.  No person holds or has the right to receive
any proxy or similar  instrument with respect to such Shares. The Company is not
a party to any  agreement  which  offers or grants  to any  person  the right to
purchase  or  acquire  any of the  securities  to be  issued  pursuant  to  this
Agreement. There is no applicable local, state or federal law, rule, regulation,
or decree which would,  as a result of the transfer of the Shares to  Purchaser,
impair, restrict or delay any voting rights with respect to the Shares.

     4.18 Prior  Offerings.  All issuances by the Company,  or  distributions by
issuers as defined under Section 2(11) of the '33 Act, of shares of common stock
in past  transactions  have been legally and validly  effected,  and all of such
shares of common stock are fully paid and  non-assessable.  All of the offerings
of the  Company's  common  stock were  conducted in strict  accordance  with the
requirements  of  Regulation  D,  Rules  504 and  506,  as  applicable,  in full
compliance with the  requirements of the Securities  Acts, as herein defined and
as applicable,  and in full compliance with and according to the requirements of
the FGCL and the Company's articles of incorporation and bylaws.

     4.19 True  Representations.  The  information  heretofore  furnished by the
Company to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Company to the Purchaser  will not (in each case taken together
and on the date as of which such  information is furnished),  contain any untrue


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<PAGE>

statement of a material fact or omit to state a material fact necessary in order
to make the  statements  contained  therein,  in the light of the  circumstances
under which they are made, not misleading.

     4.20 Survival.  The  representations  and warranties  herein by the Company
will be true and correct in all material  respects on and as of the Closing with
the same force and effect as though said representations and warranties had been
made on and as of the  Closing  Time and will,  except,  as  otherwise  provided
herein, survive the Closing for a period of two (2) years.

                                   ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

     Unless  specifically  stated otherwise,  Purchaser  represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

     5.1  Agreement's  Validity.  This  Agreement  has been  duly  executed  and
delivered by Purchaser and constitutes legal,  valid and binding  obligations of
Purchaser,  enforceable  against  Purchaser in  accordance  with its  respective
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally or the  availability  of equitable
remedies.

     5.2  Investment  Intent.  Purchaser  is  acquiring  the  Shares for its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any  distribution of all or any part thereof,  except (i) in
an offering  covered by a registration  statement  filed with the Securities and
Exchange Commission under the '33 Act or the Securities Exchange Act of 1934, as
amended  (the "'34 Act")  (collectively,  the  "Securities  Acts")  covering the
Shares, or (ii) pursuant to an applicable exemption under the Securities Acts or
the rules and regulations promulgated thereunder.

     5.3 Restricted  Securities.  Purchaser understands that the Shares have not
been  registered  pursuant  to  the  Securities  Acts  or any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without  registration  under the Securities Acts or an exemption  therefrom.  In
this  connection,  Purchaser  represents  that  it is  familiar  with  Rule  144
promulgated  under the `33 Act, as  currently  in effect,  and  understands  the
resale  limitations  imposed  thereby and by the Securities  Acts. Stop transfer
instructions  may be issued to the transfer  agent for securities of the Company
(or a  notation  may be made  in the  appropriate  records  of the  Company)  in
connection with the Shares.

     5.4 Legend.  It is agreed and understood by Purchaser that the certificates
representing the Shares shall each  conspicuously  set forth on the face or back
thereof a legend in substantially the following form:

               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 AN EFFECTIVE
               REGISTRATION  STATEMENT AS TO THE SECURITIES  UNDER SAID ACT
               OR PURSUANT TO AN EXEMPTION FROM  REGISTRATION OR AN OPINION
               OF   COUNSEL   SATISFACTORY   TO  THE   COMPANY   THAT  SUCH
               REGISTRATION IS NOT REQUIRED.

     5.5  Disclosure of  Information.  Purchaser  acknowledges  that it has been
furnished  with  information  regarding  the Company and its  business,  assets,
results of  operations,  and financial  condition to allow  Purchaser to make an
informed decision  regarding an investment in the Shares.  Purchaser  represents
that it has had an opportunity to ask questions of and receive  answers from the
Company  regarding the Company and its business,  assets,  results of operation,
and financial condition.


                                       8
<PAGE>

                                    ARTICLE 6
                                 INDEMNIFICATION
                                 ---------------

     6.1 Seller hereby agrees to,  indemnify and hold harmless the Purchaser and
the Company (which includes,  for purposes of this Article,  Purchaser's and the
Company's officers and directors,  and stockholders) against any losses, claims,
damages or liabilities,  joint or several, to which Purchaser or the Company may
become subject under the Securities Acts, any state or federal law, statutory or
common law, or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise by reason of the inaccuracy of any warranty or representation contained in
this Agreement,  or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  and Seller will in addition reimburse Purchaser and the Company
for any  legal  or any  other  expenses  reasonably  incurred  by  Purchaser  in
connection  with  investigating  or defending any such loss,  claim,  liability,
action or  proceeding.  Such  indemnity  shall  remain in full  force and effect
regardless  of any  investigation  made by or on behalf of  Purchaser  and shall
survive  the  Closing for a period of two (2) years.  As used  herein,  "losses"
shall  include any loss,  claim,  demand,  damage,  award,  liabilities,  suits,
penalties,   forfeitures,  cost  or  expense  (including,   without  limitation,
reasonable attorneys',  consultant and other professional fees and disbursements
of every kind, nature and description).

                                    ARTICLE 7
                                    COVENANTS
                                    ---------

     7.1 From the date of this Agreement to Closing,  the Seller and the Company
covenant as follows.

          (a)  Company  will to the  best of its  ability  preserve  intact  the
current status of the Company and the trading  capacity of the Company as a NASD
Bulletin Board company.

          (b) The Seller will furnish Purchaser with whatever  corporate records
and  documents  are  available,  such as articles of  incorporation,  bylaws and
shareholders lists.

          (c) The Company will not enter into any contract,  written or oral, or
business transaction,  merger or business combination, or incur any debts, loan,
or obligations  without the express  written  consent of Purchaser or enter into
any agreements with its officers, directors, or stockholders.

          (d) The Company will not amend or change its articles of incorporation
or  bylaws,  or issue any  further  shares in the  common  stock of the  Company
without the express written consent of Purchaser.

          (e) The Company  will not issue any stock  options,  warrants or other
rights or interest in the Shares or to its shares of common stock.

          (f) The Seller will not  encumber or mortgage any right or interest in
the Shares,  and will not  transfer  any rights to the Shares to any third party
whatsoever.

          (g) The Company will not declare any dividend in cash or stock, or any
other benefit to its stockholders.

          (h) The Company will not institute any bonus, benefit, profit sharing,
stock option, pension retirement plan or similar arrangement.

          (i) The Seller will obtain and submit to the Purchaser  resignation of
current officers and directors as provided above.


                                       9
<PAGE>

          (j) The Company will arrange for the Company's current bank account to
be closed and the delivery of all bank account statements and records pertaining
to this account.

                                   ARTICLE 8
                        CLOSING AND DELIVERY OF DOCUMENTS
                        ---------------------------------

     8.1 Conditions  Precedent to Obligations of Purchaser.  The  obligations of
Purchaser  hereunder  are subject to the  fulfillment  as of the Closing Date of
each of the following conditions:

          (a) Accuracy of Representations  and Warranties.  The  representations
          and warranties of the Seller and the Company herein contained shall be
          true in all respects.
          (b) Receipt by Purchaser of a certificate  executed by the Company and
          the Seller dated the Closing Date that the respective  representations
          and  warranties  of each set forth in  Articles 3 and 4 above are then
          true in all respects.
          (c) Purchaser  shall have received from Seller a certificate  from the
          office  of the  Secretary  of State of  Florida  with  respect  to the
          Company  dated within five (5) business days before the Closing to the
          effect that the Company is validly incorporated and existing under the
          laws of that State.

     8.2 Conditions  Precedent to Obligations of Seller.  The obligations of the
Seller  hereunder are subject to the  fulfillment as of the Closing Date of each
of the following conditions:

          (a) Accuracy of Representations  and Warranties.  The  representations
and warranties of the Purchaser herein contained shall be true in all respects.

          (b) Receipt by Seller of a certificate executed by the Purchaser dated
the Closing Date that the  representations and warranties of Purchaser set forth
in Article 5 above are true in all respects.

     8.3  Closing.  The  Closing  shall be held on or before  June 15, 2002 (the
"Closing Date"). The Closing shall occur as a single integrated transaction,  as
follows.

          (a)  Delivery by Seller
               ------------------

               (i)  Seller  shall  deliver to the  Purchaser  such  instruments,
                    documents and  certificates  as are required to be delivered
                    by Seller or its representatives  pursuant to the provisions
                    of this Agreement.

               (ii) Seller  shall  deliver  the   Certificates  as  directed  by
                    Purchaser.

               (iii)A  certificate  executed by the Company and Seller dated the
                    Closing   Date   that   the   respective    warrantees   and
                    representations  of each set forth in Articles 3 and 4 above
                    are then true in all respects as of that date.  Seller shall
                    also deliver a copy of such certificate to Escrowee.

          (b)  Delivery by Purchaser
               ---------------------

                                       10
<PAGE>

               (i)  The Purchaser  shall pay to the Seller the Purchase Price of
                    $400,000 in form of a cashier's or certified  check(s)  made
                    payable  to the  Seller or by wire  transfer  to an  account
                    whose coordinates Seller shall provide to Purchaser at least
                    five days prior to  Closing.  Such  Purchase  Price shall be
                    inclusive  of the Escrow Fund to be released by Escrowee per
                    the terms of the Escrow Agreement.

               (ii) A certificate  executed by Purchaser dated the Closing Date,
                    certifying  that  the   representations  and  warranties  of
                    Purchaser  contained in this  Agreement are then true in all
                    respects. Purchaser shall deliver a copy of such certificate
                    to Escrowee.

                                   ARTICLE 9
                        TERMINATION, AMENDMENT AND WAIVER
                        ---------------------------------

     9.1 Waiver.  Any term,  provision,  covenant,  representation,  warranty or
condition  of this  Agreement  may be waived,  but only by a written  instrument
signed by the party  entitled to the benefits  thereof.  The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any  provision  hereof shall in no manner
operate as a waiver of or affect such  party's  right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant,  representation or warranty contained in this Agreement, in
any one or more  instances,  shall be deemed to be or  construed as a further or
continuing  waiver  of any such  condition  or  breach  or  waiver  of any other
condition of the breach of any other term, provision,  covenant,  representation
or warranty.  No  modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.

     9.2  Termination  by  Purchaser.  Notwithstanding  anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute discretion,  at
any  time  prior  to its  payment  of the  Purchase  Price,  to  terminate  this
Agreement, in which event, this Agreement shall be terminated and no party shall
have  any  further   obligation  to  any  other  party.   In  such  event,   the
non-refundable  deposit  which  Purchaser  has paid  shall be  forfeited  to the
benefit of Seller.

                                   ARTICLE 10
                                  MISCELLANEOUS
                                  -------------

     10.1 Entire  Agreement.  This Agreement sets forth the entire agreement and
understanding   of  the  parties   hereto  with  respect  to  the   transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understanding  related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the  transactions  contemplated  hereby,  and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

     10.2 Notices. Any notice or communications hereunder must be in writing and
given by depositing  same in the United States mail addressed to the party to be
notified,  postage  prepaid and registered or certified mail with return receipt
requested  and by fax, or by  delivering  same in person.  Such notices shall be
deemed to have been received on the date on which it is hand delivered or on the
third business day following the date on which it is to be mailed and faxed. For
purpose of giving notice, the addresses of the parties shall be:


                                       11
<PAGE>

If to Seller:     Halter Capital Corporation
------------      2591 Dallas Parkway- Suite 102

                  Dallas, Texas 75034

                  Fax 469 633 0099

If to Purchaser to:
------------------
                  Powerlink International Finance, Inc.

                  7F, No. 15, Lane 26

                  Yi Shen Rd.

                  Taipei, Taiwan ROC

                  Fax 011 886 2 2509 1343


With Copy to James M. Rae, Esq.
-------------------------------

                  330 Madison Avenue, Suite 2900

                  New York, New York 10017

                  Fax : 212 687 3523

If to Company to:
----------------

                  Omni Doors, Inc.
                  2591 Dallas Parkway - Suite 102

                  Dallas, Texas 75034     Attn. Kevin B. Halter, Jr.

                  Fax 469 633 0099

     10.3  Governing  Law.  This  Agreement  shall be governed in all  respects,
including validity, construction,  interpretation and effect, by the laws of the
State of Texas (without  regard to principles of conflicts of law).  Each of the
parties hereto agrees to submit to the exclusive  jurisdiction of any federal or
state court within the County of Dallas,  Texas or of New York County,  New York
with respect to any claim or cause of action  arising  under or relating to this
Agreement.  The parties  agree that any service of process to be made  hereunder
may be made by certified mail, return receipt requested,  addressed to the party
at the address  appearing in Section 10.2,  together with a copy to be delivered
to such party's  attorneys via telecopier  (if provided in Section  10.2).  Such
service  shall be deemed to be  completed  when mailed and sent and  received by
telecopier.  Seller and Purchaser  each waives any objection  based on forum non
convenient.  Nothing  in this  paragraph  shall  affect  the  right of Seller or
Purchaser to serve legal process in any other manner permitted by law.

     10.4 Counterparts.  This Agreement may be executed by the parties hereto in
separate  counterparts  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     10.5 Waivers and  Amendments;  Non-Contractual  Remedies;  Preservation  of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed,  or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to


                                       12
<PAGE>

amend, supersede,  cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms  hereof,  as the case may be. No delay on the part
of any party in exercising any right,  power or privilege  shall hereunder shall
operate  as a waiver  thereof,  nor shall any waiver on the part of any party of
any such right,  power or  privilege,  or any single or partial  exercise of any
such right,  power of privilege,  preclude any further  exercise  thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may  otherwise  have at law or in equity.  The rights and  remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation,  warranty, covenant or agreement contained in this
Agreement  shall  in no way be  limited  by the fact  that  the  act,  omission,
occurrence  or other state of facts upon which any claim of any such  inaccuracy
or  breach  is  based  may  also be the  subject  of any  other  representation,
warranty,  covenant or agreement  contained in this  Agreement  (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

     10.6 Binding Effect; No Assignment,  No Third-Party  Rights. This Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective  successors and permitted  assigns.  This Agreement is not assignable
without the prior written  consent of each of the parties hereto or by operation
of law.

     10.7  Further  Assurances.  Each party  shall,  at the request of the other
party, at any time and from time to time following the Closing  promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further  instruments  and take all such further action as may be reasonably
necessary  or  appropriate  to carry  out the  provisions  and  intents  of this
Agreement and of the instruments delivered pursuant to this Agreement.

     10.8  Severability  of  Provisions.  If any provision or any portion of any
provision of this  Agreement  or the  application  of any such  provision or any
portion  thereof  to any  person  or  circumstance,  shall  be held  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of the Agreement,  or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be
affected  thereby and such  provision or portion of any  provision as shall have
been held invalid or  unenforceable  shall be deemed  limited or modified to the
extent  necessary  to make it valid  and  enforceable,  in no event  shall  this
Agreement be rendered void or unenforceable.

     10.9 Exhibits and Schedules. All exhibits annexed hereto, and all schedules
referred to herein, are hereby incorporated in and made a part of this Agreement
as if set forth herein.  Any matter disclosed on any schedule referred to herein
shall be deemed also to have been  disclosed  on any other  applicable  schedule
referred to herein.

     10.10 Captions.  All section titles or captions contained in this Agreement
or in any  schedule or exhibit  annexed  hereto or  referred to herein,  and the
table of contents to this  Agreement,  are for  convenience  only,  shall not be
deemed  a  part  of  this   Agreement  and  shall  not  affect  the  meaning  or
interpretation  of this  Agreement.  All references  herein to sections shall be
deemed  references  to such parts of this  Agreement,  unless the context  shall
otherwise require.

     10.11 Expenses.  Except as otherwise  expressly provided in this Agreement,
whether or not the Closing occurs,  each party hereto shall pay its own expenses
incidental  to the  preparation  of  this  Agreement,  the  carrying  out of the
provisions hereof and the consummation of the transactions contemplated.


                                   ARTICLE 11
                  PURCHASER'S OPTION TO BUY ADDITIONAL SHARES;
                                ESCROW AGREEMENT
                                ----------------


                                       13
<PAGE>

     11.1  HCC,  Powerlink  and  Securities   Transfer   Corporation,   a  Texas
corporation  ("Escrowee"),  have simultaneously with the execution of this Stock
Purchase Agreement entered into an Escrow Agreement. At the Closing Seller shall
deposit at the Closing with Escrowee the following-described  share certificates
representing a total of 150,000 shares of the common stock, no par value, of the
Company  (the  "Escrow  Shares"  or  "Option  Shares"),  to be held in escrow by
Escrowee, subject to the terms and conditions of the Escrow Agreement and as set
forth below:

         Certificate Number                      Number of Shares
         ------------------                      ----------------
             ODC 1172                                 75,000
             ODC 1173                                 75,000

Each  certificate  shall be endorsed in blank or  accompanied  by executed blank
stock powers.

     11.2 Seller hereby grants to Purchaser the right and option to purchase all
or any part of the Escrow  Shares at an  exercise  price of $1.50 per share (the
"Exercise Price per Share").  Such option (the "Option") shall be exercisable at
any time and from time to time during a period of one year following the Closing
(the "Term"), and shall terminate at the end of the Term.


     11.3  Purchaser  may  exercise  the  Option in each  instance  by notice to
Escrowee (a "Notice of  Exercise")  delivered in the manner set forth in Section
10.2 above to the following address:

                  Securities Transfer Corporation
                  P.O. Box 701629
                  Dallas, TX 75371-1629
                           Fax No. 469 633 0068

         With copy to -
                  Halter Capital Corporation
                  2591 Dallas Parkway, Suite 102
                  Frisco, TX 75034
                           Fax No. 469 633 0069

Such notice shall be deemed given when delivered by hand, five (5) business days
after  mailing by certified  mail,  and three (3) business days after sending by
facsimile  transmission,   and  shall  contain  the  following  information  and
remittance:
          Number of Escrow Shares being purchased.
          Total purchase price.
          Certified or bank check for the full exercise  price,  if notice is by
          hand delivery or certified mail, or
          wire  transfer   confirmation  of  remittance  of  exercise  price  to
          Escrowee's bank.

Upon receipt of Purchaser's  notice of exercise,  Seller shall cause Escrowee to
deliver to Purchaser, at the address designated in each case by Purchaser, share
certificate or certificate(s) in name(s) designated by it for the full number of


                                       14
<PAGE>

shares  then  purchased.   Unless  such  shares  shall  then  be  covered  by  a
registration  statement then in effect with the  Commission,  such  certificates
shall bear legends as set forth in Section 5.4 above.

     11.4.1 In the event,  at any time,  that the number of Escrow  Shares  then
held by Escrowee  shall be  increased  or decreased or changed into or exchanged
for a different  number or kind of shares or other  securities of the Company or
of  another  corporation,   through   reorganization,   merger,   consolidation,
liquidation,  recapitalization,  reclassification, stock split-up or combination
of shares, appropriate adjustment (in the number and kind of shares or resulting
securities as to which this option then  applied)  shall be made to the end that
the  number of  shares or other  securities  then held in escrow  shall  then be
considered  "Option  Shares" and the total  exercise price therefor shall remain
unchanged.  (For example, if the total 150,000 Escrow Shares were held in escrow
at the time of a one-for-two  reverse  split of the  Company's  shares of common
stock then  outstanding,  such that 150,000 Escrow Shares were changed to 75,000
shares of common  stock,  the  resulting  75,000 shares would then be covered by
this option at an exercise price of $3.00 per share.)

     11.4.2  If after one (1) year from the date  hereof,  there  shall not have
been any change in the number or price per share for the Option Shares resulting
from the provisions of Paragraph  11.4.1 above, the balance of the Option Shares
then held in escrow shall be transferred to Purchaser, limited nevertheless to a
maximum of 75,000 shares.

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

                           HALTER CAPITAL CORPORATION

                            By:
                                ------------------------------------------------


                            POWERLINK INTERNATIONAL FINANCE, INC.

                            By:
                                ------------------------------------------------

                            OMNI DOORS, INC.


                            By:
                                ------------------------------------------------


                            For purposes of Article 11, only:



                            SECURITIES TRANSFER CORPORATION



                            By:
                                ------------------------------------------------

                                       15