GEC, INC.
                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT  (hereinafter referred to as the
"Agreement")  is made and entered  into this 1st day of December,  1998,  by and
between Empire Communications  Corporation  (hereinafter referred to as "Seller"
or "Empire") and Dassity, Inc. (referred to as "Buyer" or "Dassity").

                                   WITNESSETH:

                  WHEREAS,  Empire owns all of the outstanding,  shares of stock
in GEC, Inc., a Utah corporation, (referred to as "GEC"); and

                  WHEREAS,  Dassity  desires to purchase  and Empire  desires to
sell all of  Empire's  shares  of  stock in GEC  (said  shares  are  hereinafter
referred to as "GEC's Shares"); and

                  WHEREAS,  the  parties  desire to set forth in  writing  their
agreement  and  understanding  with  respect to said  purchase and sale of GEC's
Shares;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and the promises, representations, warranties, and covenants of
the parties set forth below and all other good and  valuable  consideration  the
sufficiency of which is hereby acknowledged, the parties intending to be legally
bound do hereby agree as follows:

                                   AGREEMENT:

                  1.       Definitions.  For  purposes  of this  Agreement,  the
capitalized terms in this Agreement have the meanings stated in this Section 1:

                           a.   "Agreement"  shall   mean  this  Stock  Purchase
                                Agreement.

                           b.   "GEC"   shall   mean   GEC,   Inc.,   an   Idaho
                                corporation.

                           c.   "Closing"  and  "Closing  Date" shall  have  the
                                meaning set forth in Section 6. below.

                           d.   "Liens"  shall mean  mortgages,  deeds of trust,
                                pledges,   taxes,  security  interests,   liens,
                                leases,  licenses,  liabilities,   encumbrances,
                                costs,   charges   and   claims  of  any  nature
                                whatsoever, direct or indirect, whether accrued,
                                absolute,  contingent  or  otherwise  (including
                                without limitation, any agreement to give any of
                                the foregoing).

                           e.   "Purchase  Price" shall  mean the  amount to  be
                                paid to  Empire  for  GEC's  Shares as set forth
                                in Section 3. below.

                           f.   "Related  Party" shall mean  a person  described
                                in Section  267(b) of the Internal  Revenue Code
                                of 1986, as amended.


                  2.       Sale/Purchase of GEC's Shares.  Seller agrees to sell
and does hereby sell,  and the Buyer agrees to purchase and do hereby  purchase,
GEC's Shares,  free and clear of any Liens,  upon the terms and  conditions  set
forth herein.

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<PAGE>

                  3.       Purchase  Price.  The purchase  price (the  "Purchase
Price") to be paid to Seller for GEC's  Shares  shall be  Sixteen  Thousand  One
Hundred  Thirty-Four  and 22/100  Dollars  ($16,911.22).  If there are any Liens
attached to or  encumbering  GEC's Shares at Closing,  then the  Purchase  Price
shall be reduced by the amount of such Liens.

                  4.       Payment of Purchase Price. The  Purchase  Price shall
be paid on or before December 31, 1998 in one or more cash payments.  As long as
the total  Purchase Price is paid prior to December 31, 1998, the unpaid portion
of the Purchase Price between the date of this Agreement and the date of payment
shall bear no interest.

                  5.       Closing.  The closing ("Closing") of the transactions
contemplated by this Agreement shall take place at 10:00 a.m. local time, on the
31st day of December,  1998 (the "Closing Date"), or on such other date to which
the  parties  shall  agree.  The place of  Closing  shall be at the  offices  of
McKinley Capital in Utah County, Utah.

                  6.       Empire's  Obligations  at  Closing.  At  the Closing,
Empire shall deliver to Dassity the  certificates for GEC's Shares duly endorsed
in blank or  accompanied  by a stock  power duly  executed  in favor of Dassity,
together  with a copy of  resolutions  approving the sale of GEC's Shares by the
Empire Board of Directors.

                  7.       Dassity's Obligations  at Closing.  At or  before the
Closing, Dassity shall pay to the order of Empire the full Purchase Price:

                  8.       Representation  and  Warranty.  Empire represents and
warrants to Dassity that Empire is unequivocally the record and beneficial owner
of all of GEC's  Shares,  free and clear of any  liens,  pledges,  encumbrances,
agreements,  equities,  options,  claims, security interests,  restrictions,  or
charges.

                  9.       Paragraph and Other Headings. The paragraph and other
headings of this  Agreement  are for  reference  purposes  only and shall not be
deemed  to alter  the  meaning  or  intent  of the  language  of this  Agreement
exclusive of such headings.

                  10.      Default.  It is understood and agreed that time is of
the essence of this  Agreement.  If the Buyer  shall  default or fail to perform
fully and promptly any of the terms of this  Agreement,  this Agreement shall be
null and void.

                  11.      Entire  Agreement.  This  Agreement  constitutes  the
entire  Agreement by and between the parties  hereto with respect to the subject
matter hereof and  supersedes all prior  negotiations  between these parties and
any other  statement  whether oral or written shall not be deemed a part of this
Agreement unless specifically incorporated herein by reference.

                  12.      Severability.  Each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this  Agreement be deemed to be prohibited by or invalid
under  applicable law, such provision shall be ineffective only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement.

                  13.      Governing Law. This  Agreement and  documents  to  be
executed  pursuant  hereto shall be construed in accordance with and governed by
the laws of the State of Utah.

                  14.      Notices.  Any notice or other communication  required
or permitted  hereunder shall be sufficiently  given if delivered  personally or
sent by  registered  or  certified  mail,  postage  prepaid  and return  receipt
requested, addressed as follows:

                  If to Empire:

                           Empire Communications Corporation
                           4001 West 104th Terrace
                           Overland Park, Kansas  66207

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<PAGE>


or such other address(es) as Empire may advise Dassity in writing.
                  If to Dassity:

                           Dassity, Inc.
                           55 West 200 North
                           Provo, Utah 84601

or such other address(es) as Dassity may advise Empire in writing.

                  15.      Modifications. This  Agreement  may not  be modified,
altered or  amended  in any  manner  unless  such  modification,  alteration  or
amendment  shall be reduced  to  writing  and  executed  by all  parties to this
Agreement.

                  16.      Inurement.  This Agreement shall inure to the benefit
of  the  respective  parties  hereunder,   devisees,  personal  representatives,
successors and assigns.

                  17.      Attorney's Fees. If any party to this Agreement shall
bring suit against the other party as a result of any alleged  breach or failure
by such other party to fulfill or perform any  covenants  or  obligations  under
this Agreement,  in such event,  the prevailing  party shall, in addition to any
other  relief  granted or awarded by the Court,  be  entitled  to  judgment  for
reasonable  attorneys'  fees incurred by the prevailing  party by reason of such
action and all costs of suit and those incurred in preparation  thereof, at both
trial and appellate levels.

                  18.      Construction.   As  used  in   this   Agreement,  the
masculine,  feminine or neuter  gender and the singular or plural  numbers shall
each be deemed to include  the other  whenever  the context so  indicates.  This
Agreement  shall be construed as a whole and in accordance with its fair meaning
and  without  regard to any  presumption  or other rule  requiring  construction
against the party preparing this Agreement or any part hereof.

                  19.      No  Waiver.   The  waiver   by  one  party   of   the
performance of any covenant or condition  hereunder  shall not  invalidate  this
Agreement,  nor  shall  it be  considered  to be a waiver  by such  party of any
covenant or  condition  hereunder.  The waiver by either or both  parties of the
time for performing any act hereunder  shall not be deemed a waiver of any other
act or an identical  act required to be performed at a later time.  The exercise
of any remedy  provided  by law and the  provisions  of this  Agreement  for any
remedy shall not exclude other remedies unless they are expressly excluded.


         IN WITNESS  WHEREOF,  the Parties have executed this Agreement in their
respective fiduciary capacity on the day and year first above written.

                                            Dassity Inc.:

                                            /s/ Brenda Hall
                                            ---------------------- 
                                            Brenda Hall, President


                                            Empire Communications Corporation:

                                            /s/ Norman L. Petersen
                                            -----------------------   
                                            Norman Petersen, President

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