<PAGE>

                            STOCK PURCHASE AGREEMENT


         STOCK  PURCHASE  AGREEMENT  dated  this  20th  day  of  November,  2002
("Agreement")  by  and  between  Pierce  Mill   Associates,   Inc.,  a  Delaware
corporation (the "Seller") and International Surfacing, Inc. (the "Buyer").

                                   BACKGROUND

         Seller  desires to sell to Buyer,  and Buyer  desires to purchase  from
Seller,  a  total  of One  Million  (1,000,000)  shares  of  Common  Stock  (the
"Shares"),   $.0001  par  value,  of  Harmonica  Acquisition   Corporation  (the
"Company") on the terms and conditions  described  below.  The 1,000,000  Shares
sold to Buyer under this Agreement represent all of the outstanding Common Stock
of the Company.  The Company has no other classes of common,  preferred or other
voting stock outstanding or which might be authorized by a vote of the Company's
Board of Directors prior to consummation of this transaction.

         NOW THEREFORE,  in consideration of the premises and mutual  agreements
contained  herein,  and intending to be legally bound, the parties hereto hereby
agree as follows:

         A. Sale and Purchase of Shares.

         Seller  agrees to sell,  assign,  transfer  and  deliver  the Shares to
Buyer, for the consideration specified in Section B.2, to be paid as provided in
Section B.2. Buyer agrees that it will purchase the Shares from Seller,  for the
consideration specified in Section B.2, to be paid as provided in Section B.2.

         B. Purchase Price; Payment.

         1. The purchase price of the One Million  (1,000,000) Shares ("Purchase
Price") shall be Eleven Thousand Dollars ($11,000), subject to Section B.2.

         2. Buyer  shall  deliver  the  Purchase  Price to the Escrow  Agent (as
defined below) in full upon execution of this Agreement.  Upon confirmation from
the Escrow  Agent that Buyer has placed the Purchase  Price into Escrow,  Seller
shall deliver to the Escrow Agent all outstanding certificates  representing the
Shares, together with all the Company's books, records, stock ledgers, cancelled
certificates,  minutes,  written  consents,  officer's  certificates,  financial
statements and, without limitation,  all information  pertaining to the Company,
with stock  powers for all  certificates  representing  the Shares.  Seller will
deliver  written  resignations  from all officers and  directors of the Company,
effective as of the date of this Agreement.


<PAGE>

         C. Representations and Warranties of Seller.

         Seller   represents   and   warrants   to  Buyer  as   follows,   which
representations  and warranties shall be true and correct in all respects on the
date of this Agreement.

         1. The execution,  delivery and performance by Seller of this Agreement
(and  all  other  documents  to  be  executed,  delivered  and/or  performed  in
connection  herewith)  are valid and  binding  upon  Seller and  enforceable  in
accordance with their respective terms.

         2. a. None of the execution,  delivery, or the performance by Seller of
this Agreement nor the consummation of the transactions contemplated hereunder:

              (i) Will conflict  with, or result in a violation or breach of any
term or provision of, or constitute  an event of default or  acceleration  under
(assuming  the  passage of time and the giving of notice)  any law,  regulation,
order,  permit,  license or decree or any agreement to which  Seller,  or any of
Seller's assets or properties, is party or subject, or

              (ii) Will result in the  imposition  of any lien,  encumbrance  or
charge upon any of the assets or properties of Seller, or

              (iii)  Give any  third  party the right to  terminate,  amend,  or
renegotiate any agreement to which Seller is party.

         b.  No  consent  of any  third  party  is  required  to  authorize  the
execution,  delivery and performance of this Agreement,  or the  consummation of
any of the transactions contemplated hereunder, by Seller.

         c. Seller is the sole stockholder of the Company,  and James M. Cassidy
is its sole officer and director.

         d. There has been no material  change in the  financial or other status
of the Company since the Company's last filed form 10-QSB.

         e. The Company is in full  compliance  with its reporting  requirements
under the Securities exchange Act of 1934, as amended.

         4. To the Seller's  knowledge,  there is  currently  no pending  claim,
action,  proceeding,  examination,  review,  audit or investigation  against the
Seller  or the  Company  for  the  collection  or  assessment  of  taxes  by any
governmental  body nor have there been  executed  any  extensions  or waivers of
applicable limitation periods.


         5.  There  is  not  pending,  or,  to the  best  knowledge  of  Seller,
threatened, any suit, action,  arbitration, or legal,  administrative,  or other
proceeding,  or governmental  investigation by, against or affecting the Company
or Seller, any of its businesses, assets, or financial condition and the Company
or Seller are not parties 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.


<PAGE>

         D. Representations and Warranties of Buyer.

         The Buyer hereby represents and warrants to the Seller as follows:

         1.  Buyer  is an  "Accredited  Investor"  as that  term is  defined  in
Regulation D promulgated under the Securities Act of 1933.

         2.  Buyer  is an  experienced  investor,  is  sophisticated  in  making
investments  in securities of entities such as the Company,  and has no need for
liquidity in his investment in the Shares.

         3. Buyer is aware that the Shares constitute "Restricted Securities" as
that term is defined in Regulation D  promulgated  under the  Securities  Act of
1933,  and that any  certificates  representing  Shares will bear a  restrictive
legend.

         E. Miscellaneous.

         1. The Escrow Agent and its address for the purposes of this  Agreement
shall be Astor Weiss Kaplan & Mandel, LLP, 200 South Broad Street, Philadelphia,
Pennsylvania 19102.



<PAGE>




         2. The parties  will from time to time take all such actions and do all
such things as shall be reasonably required to carry out the intent and purposes
of this Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


WITNESS:                                    PIERCE MILL ASSOCIATES, INC.


____________________________                By ___________________________



WITNESS:                                    INTERNATIONAL SURFACING, INC.


____________________________                By ____________________________