STOCK
        PURCHASE AGREEMENT

      


      THIS
        AGREEMENT is made and entered into this 24th day of December, 2007, by and
        between Sitestar Corporation, ("Company") and Mitchell Partners, L.P.,
        ("Investor");

      


      WHEREAS,
        the Company is the issuing entity of the shares of the common stock of Sitestar
        Corporation, a Nevada corporation, which Corporation will issue restricted
        shares of common stock with a .001 par value on the date of this Agreement;
        and

      


      WHEREAS,
        the Investor desires to purchase said restricted common stock and the Company
        desires to sell said stock, upon the terms and subject to the conditions
        hereinafter set forth;

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        in
        this Agreement, and in order to consummate the purchase and the sale of the
        Corporation's Stock aforementioned, it is hereby agreed as follows:

       

      
        
          	 I.	
                  PURCHASE
                    AND SALE.

                


        

      

       

      Subject
        to the terms and conditions hereinafter set forth, at the execution of this
        transaction contemplated hereby, the Company shall sell, convey, transfer,
        and
        deliver to the Investor certificates representing such stock,
        and the Investor shall purchase from the Seller the Corporation's Common
        Stock
        in consideration of the purchase price set forth in this Agreement. The closing
        of the transactions contemplated by this Agreement ("Closing") shall be held
        on
        December 20, 2007. 

       

      
        	II.  	
                
                  TERMS
                    OF PURCHASE.

                

              


      

       

       

      	1.  	
              Investor
                will purchase FIVE MILLION, TWO-HUNDRED SIXTY THREE THOUSAND, ONE
                HUNDRED
                FIFTY EIGHT (5,263,158) shares of restricted common stock of the
                Company
                at a price of FIVE HUNDRED THOUSAND DOLLARS ($500,000) and hold it
                for a
                minimum of twelve (12) months.

            


      


      	2.  	
              Investor
                will have the option after twelve (12) months and up to sixty (60)
                days
                thereafter to decide to sell all or some of the shares back to the
                Company
                or exchange all or some of the shares for unrestricted
                shares.

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	a.  	
              For
                each share that the Investor elects to put back to the Company, the
                Company shall have thirty (30) days to buy back the shares at 11.21
                cents
                per share. If for any reason, the Company is late in paying for the
                shares, the Company agrees to pay the Investor interest at 9% per
                annum
                until paid plus any attorney fees or costs incurred by the
                Investor.

            


      	 	 


      	b.  	
              For
                each share that the Investor elects to retain and receive an unrestricted
                certificate, the Investor shall pay the Company an additional 1 cent
                per
                share promptly upon receipt of the new unrestricted share certificate.
                The
                Company agrees to cause the new certificate or certificates to be
                delivered within thirty (30) days of receiving notice from the
                Investor.

            


      	 	 


      	c.  	
              With
                respect to any unrestricted shares received by the Investor, the
                Investor
                agrees not to sell more than twenty five percent (25%) of such shares
                on
                the open market in any one month

            


       

      
        	III.
                	
                
                  DELIVERIES
                    BY THE COMPANY.

                

              


      

       

      Upon
        confirmation that funds have been wired to an account designated by Company,
        the
        Company shall order and have delivered the certificates representing the
        Shares
        of the Company to the Investor. 

       

      
        	IV.	
                
                  
                    REPRESENTATIONS
                      AND WARRANTIES OF THE
                      INVESTOR

                  

                

              


      

       

      The
        Investor will wire transfer FIVE HUNDRED THOUSAND DOLLARS ($500,000) at the
        time
        of the closing to a bank account designated by the Company. 

       

      
        	V. 	
                
                  
                    
                      REPRESENTATIONS
                        AND WARRANTIES OF
                        COMPANY.

                    

                  

                

              


      

       

      The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Nevada and has the corporate power and authority
        to carry on its business as it is now being conducted. In addition, the
        undersigned officer has been authorized to execute this agreement, and the
        Company has the corporate power and authority to perform the terms of this
        agreement.

       

      
        	IV. 	
                
                  
                    
                      
                        REPRESENTATIONS
                          AND WARRANTIES OF COMPANY AND INVESTOR.
                          

                      

                    

                  

                

              




      The
        representations and warranties set forth in this Agreement shall be true
        and
        complete in all material respects as of the Closing Date as though made at
        such
        time, and the Seller and Investor shall have performed and complied in all
        material respects with the agreements contained in this Agreement required
        to be
        performed and complied by them at or prior to the Closing.

       

      
        	V. 	
                
                  
                    
                      
                        
                          GENERAL
                            PROVISIONS.

                        

                      

                    

                  

                

              


      

       

      	1.  	
              Entire
                Agreement.
                This Agreement constitutes the entire Agreement and supersedes all
                prior
                agreements and understandings, oral and written, between the parties
                hereto with respect to the subject matter
                hereof.

            


      	 	 


      	2.  	
              Sections
                and Other Headings.
                The section and other headings contained in this Agreement are for
                reference purposes only and shall not affect the meaning or interpretation
                of this Agreement.

            


      	 	 


      	3.  	
              Governing
                Law.
                This agreement and all transactions contemplated hereby, shall be
                governed
                by, construed and enforced in accordance with the laws of the Commonwealth
                of Virginia. In the event that litigation results from or arises
                out of
                this Agreement or the performance thereof, the parties agree to reimburse
                the prevailing party's reasonable attorney's fees, court costs, and
                all
                other expenses, whether or not taxable by the court as costs, in
                addition
                to any other relief to which the prevailing party may be entitled.
                

            


      	 	 


      	4.  	
              Notices.
                Any notices to be given pursuant to this agreement may be given by
                U.S.
                Mail or Federal Express as follows:

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      To
        the Company:

      Sitestar
        Corporation

      Attention:
        Frank R. Erhartic, Jr.

      7109
        Timberlake Road

      Lynchburg,
        VA 24502

      


      To
        the Investor:

      Mitchell
        Partners, L.P.

      Attention:
        James Mitchell

      3187-D
        Airway Avenue

      Costa
        Mesa, CA 92626

      


      IN
        WITNESS WHEREOF, this Agreement has been executed by each of the individual
        parties hereto on the date first above written.

      


      Signed,
        sealed and delivered: 

       

      
        	Mitchell Partners, L.P.	Sitestar
                Corporation	 
	 	 	 
	By: ____________________ 	By: ____________________ 	 
	
                James E. Mitchell 

                General Partner 

                Investor

              	
                Frank R. Erhartic, Jr. 

                President
                  & CEO

                Company