STOCK PURCHASE AGREEMENT


                  THIS STOCK  PURCHASE  AGREEMENT is made and entered into as of
March ___,  2003, by and between the  individuals  listed in Schedule A attached
hereto ("Sellers"),  and Thaon  Communications,  Inc., A Nevada corporation (the
"Purchaser").

                              W I T N E S S E T H:


                  WHEREAS,  the Sellers own an aggregate of 4,481,250  shares of
the common stock of Practice Xpert Services Corp., a California corporation (the
"Company") which constitutes  ninety two and one quarter percent (92.25%) of the
issued and outstanding shares of the Company's common stock; and

                  WHEREAS, the Sellers wish to sell to the Purchaser all of such
common  shares  ("Common  Shares")  of the  Company  pursuant  to the  terms and
conditions set forth herein;

                  AND WHEREAS,  the Purchaser is entering into this  transaction
with the understanding that upon completion of the Transaction the management of
the Company will become the new management of the Purchaser, and the business of
the Company will become the new business of the Purchaser;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  agreements and covenants  hereinafter  set forth,  the Purchaser and the
Sellers hereby agree as follows:

                                   ARTICLE I.

                           PURCHASE AND SALE OF STOCK

Section 1.01 Purchase and Sale of Stock. Subject to the terms and conditions
             --------------------------
hereof,  on the Closing Date (as defined below) the Sellers agree to sell to the
Purchaser,  and the Purchaser  agrees to purchase  from the Sellers,  the Common
Shares of the Company, as follows:

         (a) In exchange  for each of the  Sellers  Common  Shares,  each of the
Sellers shall receive  34.2357  shares of  Purchaser's  Common Stock,  par value
$0.001 per share (the "Common Stock"), and .4117 shares of Purchaser's Preferred
Stock Series C ("Preferred Stock"), for a total of 153,411,925 common shares and
a total of  1,845,000  Series C  Preferred  shares  (as set forth in  Schedule B
attached hereto).  Collectively,  the Common Stock and the Preferred Stock shall
be known as the "Stock".

Section 1.02 Closing Date. The consummation of the purchase and sale of the
             ------------
Shares  hereunder (the "Closing") shall be held at the offices of Practice Xpert
Services Corp., located at 4130 Cahuenga Blvd. #215, Toluca Lake,  California at
10:00 AM (Local Time) on April 1, 2003, or at such other time and place as the

<PAGE>

Sellers and the Purchaser may mutually agree (the "Closing Date").

                                   ARTICLE II.


                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS


Section 2.01 Representations of the Sellers. Each of the Sellers represents and
             ------------------------------
warrants to the Purchaser  that the following is true and correct as of the date
hereof and shall be true and correct as of the Closing Date: :

         (a) Existence. The Company is a corporation duly organized and validly
             ---------
existing under the laws of California.

         (b) Authorization; No Violation. The execution, delivery and
             ---------------------------
performance  by each Seller of this  Agreement  are within such Sellers  powers,
have been duly authorized by all necessary action,  and do not contravene in any
material respect any Requirement of Law or Contractual Obligation of Sellers. As
used herein,  "Requirement of Law" shall mean, as to any Person, the certificate
of incorporation and bylaws or other  organizational  or governing  documents of
such  Person,  if  applicable,  and any  law,  treaty,  rule or  regulation,  or
determination of an arbitrator or any court or other Governmental  Authority, in
each case applicable to or binding upon such Person or any of its property or to
which  such  Person  or  any  of  its  property  is  subject.  As  used  herein,
"Contractual  Obligation"  shall mean,  as to any Person,  any  provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of its property is bound.  As
used herein, "Person" shall mean an individual or any corporation,  association,
partnership,  joint venture,  estate, trust or other legal entity, including any
Governmental Authority. As used herein,  "Governmental Authority" shall mean any
nation or government,  any state or other political subdivision thereof, and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         (c) Government and Other Consents. No authorization or approval or
             -----------------------------
other action by, and no notice to or filing with, any Governmental  Authority is
required to be  obtained or made,  and no consent of any third party is required
to be obtained by, each Seller for the due execution,  delivery and  performance
by each Seller of this Agreement.

         (d) Enforceable Obligations. This Agreement has been duly executed and
             ------------------------
delivered on behalf of each Seller and constitutes the legal,  valid and binding
obligation of each of the Sellers  enforceable against each Seller in accordance
with its terms and conditions,  except as such  enforceability may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity.

         (e) No Litigation. No claim, action, suit, investigation or proceeding
             --------------
of or before any arbitrator or Governmental Authority is pending or, to the

                                       2
<PAGE>

knowledge of each Seller,  threatened  by or against each Seller with respect to
the Company,  this Agreement or any of the transactions  contemplated hereby. To
the best of Sellers' knowledge, no judgment, order, writ, injunction,  decree or
award issued by any  Governmental  Authority is  applicable  to any Seller which
affects  any  of  the  Shares  of  the  Company,  this  Agreement  or any of the
transactions contemplated hereby.

         (f) Ownership of the Shares. Each Seller is the owner of record and
             ------------------------
beneficially of the number of issued and  outstanding  shares listed in Schedule
A. All of the Shares are free and clear of any  liens,  claims and  encumbrances
(collectively,  "Encumbrances").  Each Seller has the right to transfer title to
the Shares to the  Purchaser.  There are no  commitments,  agreements  or rights
relating  to the  purchase,  sale or  other  disposition  of the  Shares  or any
interest therein  (including,  without limitation,  any subscription  agreement,
preemptive  right or right of first refusal).  None of the Shares are subject to
any voting trust, voting agreement,  or other similar agreement or understanding
with  respect to the voting or control  thereof,  nor is any proxy in  existence
with respect to any of the Shares.  Upon the sale of the Shares to the Purchaser
pursuant to this Agreement,  the Purchaser will own the Shares free and clear of
all Encumbrances.

         (g) Disclosure. No representation or warranty made by Sellers in this
             ----------
Agreement  and in any  schedule  or exhibit  hereto,  to the best  knowledge  of
Sellers,  contains any untrue  statement of material  fact or omits any material
fact in order to make the statements made and information  contained  therein as
of the date hereof not misleading.

         (h) Brokers, Finders. The Seller has no liability or obligation to pay
             ----------------
any fees or  commissions  to any broker,  finder,  or agent with  respect to the
transactions  contemplated  by this Agreement for which  Purchaser  could become
liable or obligated.

        (i) Investment Intent. The Stock being acquired by the Sellers are for
            -----------------
their own accounts and not with a view to distribution within the meaning of the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").  The  Sellers
acknowledge that no registration  statement relating to the Stock has been filed
under the Securities Act or any applicable  state  securities laws, and that the
Stock must be held by it for an  indefinite  period of time  unless the Stock is
subsequently  registered  under the Securities Act and state  securities laws or
unless  an  exemption  from  any such  applicable  registration  requirement  is
available,  and the Sellers acknowledge that there is no assurance or obligation
as to any such registration or exemption.


     Section 2.02 Representations of the Sellers as to the Company. Each Seller
                  ------------------------------------------------
represents and warrants to the Purchaser that the following is true and correct
with respect to the Company as of the date hereof and shall be true and correct
as of the Closing Date.

         (a)  Organization,  Standing  and  Qualification  of the  Company.  The
              ------------------------------------------------------------
Company is a corporation  duly organized,  validly existing and in good standing
under the laws of California and the Company has all necessary  corporate  power
and  authority  to  engage in the  business  in which it is  presently  engaged.

                                       3
<PAGE>

Sellers have delivered to the Purchaser true, correct and complete copies of the
certificate  of  incorporation  and bylaws of the  Company,  and all  amendments
thereto.

         (b) Capital Structure of the Company.  The authorized  capital stock of
             --------------------------------
the Company consists of 50,000,000  shares of common stock without par value and
5,000,000 shares preferred stock without par value, of which 4,857,500 shares of
the Company's  common stock are issued and outstanding and 950,000 shares of the
Company's  preferred stock are issued and outstanding.  No other class or series
of capital stock of the Company is or has been  authorized,  nor has the Company
authorized  or  issued,  nor  does it have  outstanding,  any  other  securities
(including,  without limitation,  options,  warrants,  conversion  privileges or
other rights,  contingent  or otherwise,  to purchase any capital stock or other
securities  of the  Company).  All of the Shares and  Preferred  Shares are duly
authorized, validly issued, fully paid and non-assessable. All of the Shares and
Preferred  Shares were issued in compliance with all applicable  Requirements of
Law  (including  securities  laws) and in  compliance  with the  certificate  of
incorporation and bylaws of the Company. There are no outstanding  subscriptions
for any securities to be issued by the Company.

         (c) No  Violation  of  Statute  or  Breach  of  Contract.  To the  best
             ----------------------------------------------------
knowledge of the Sellers,  the Company is not in default under,  or in violation
of,  (a)  any  material  applicable  Requirement  of Law,  or (b)  any  material
Contractual  Obligation.  The  Company has not  received  notice that any Person
claims that the Company has committed such a default or violation.

         (d) Government and Other Consents. No consent, authorization,  license,
             -----------------------------
permit,  registration  or  approval  of, or  exemption  or other  action by, any
Governmental Authority is required to be obtained or made, and no consent of any
third party is required  to be  obtained by the Company in  connection  with the
execution  and  delivery  of this  Agreement  or with  the  consummation  of the
transactions contemplated hereby.

         (e) Effect of Agreement.  The execution and delivery of this  Agreement
             -------------------
by the Sellers,  performance  of the  obligations  of the Sellers  hereunder and
consummation of the  transactions  contemplated  hereby will not (i) result in a
breach or violation of any  Requirement of Law  applicable to the Company;  (ii)
result in the breach of, or be in conflict with, any term,  covenant,  condition
or provision of, any Contractual  Obligation of the Company;  or (iii) result in
the creation or imposition of any Encumbrance upon any assets of the Company.

         (f) Financial Statements.  The unaudited consolidated balance sheet and
             --------------------
income  statement  of the  Company as of  December  31,  2003,  (the  "Financial
Statements")  (as set forth in Schedule C attached hereto) shall be complete and
accurate and fairly present the assets and  liabilities of the Company as of the
dates  and for the  periods  therein  specified  in  accordance  with  generally
accepted  accounting  principles,  unless  otherwise  stated or disclosed by the
Company.

         (g) Assets and Business. The Company owns the tangible assets listed in
             -------------------
its Financial  Statements  (plus tangible  assets acquired after the date hereof

                                       4
<PAGE>

and minus tangible  assets  disposed of in the ordinary course of business after
the date hereof) free and clear of all Encumbrances  except for those created in
the ordinary course of business.

         (h)  Absence of  Undisclosed  Liabilities.  Except as  included  in the
              ------------------------------------
Financial  Statements and except for  liabilities  which arise after the date of
the  Financial  Statements  in the ordinary  course of business,  to the best of
Sellers' knowledge,  the Company does not have any material debt, liability,  or
obligation  as  of  the  Closing  Date  of  any  nature,  accrued,  absolute  or
contingent, due or to become due, liquidated or unliquidated (each, "Undisclosed
Liability").  For  purposes of this  subsection  2.01(h),  a liability  shall be
deemed to be material if it exceeds 5% of the  Company's  assets as shown on the
Financial Statements.

         (i) Tax Returns and Payments. All income tax returns,  federal,  state,
             ------------------------
local, foreign and other, including,  without limitation, all federal income tax
returns and reports for each fiscal year of the Company  through the fiscal year
ended  December 31, 2002 required to be filed by and/or on behalf of the Company
in  respect of any income  taxes  (including  without  limitation  all  foreign,
federal,  state, county and local income taxes) have been filed, and the Company
has paid all income  taxes shown  thereon as owing  except  where the failure to
file or to pay  income  taxes  would not have a material  adverse  affect on the
financial condition of the Company.  There are no deficiency assessments against
the Company with respect to any foreign,  federal,  state, local or other taxes.
There  are  no  outstanding  agreements  or  waivers  extending  the  period  of
limitation applicable for assessment or collection for any federal, state, local
or foreign  tax, or for the filing of any tax return,  in respect of the Company
for any period.  The Sellers have  heretofore  made  available to the  Purchaser
copies of all  federal,  state,  local and foreign tax returns or reports of the
Company filed prior to the Closing Date.  To Sellers'  best  knowledge,  all tax
returns filed by or on behalf of the Company are  materially  true,  correct and
complete. To the best knowledge of the Sellers, all taxes that the Company is or
was  required to withhold or collect  (including,  without  limitation,  payroll
taxes) have been duly withheld or collected and paid to the proper  Governmental
Authority.

         (j) Litigation. No claim, action, suit, or other proceeding against the
             ----------
Company is pending or, to the knowledge of Sellers,  is threatened  before or by
any court,  administrative or regulatory body, or other Governmental  Authority.
The Sellers know of no investigation of the Company by any administrative agency
of any federal, state or local government. No judgment, order, writ, injunction,
decree or award  issued  by any  Governmental  Authority  is  applicable  to the
Company.

         (k) Accounts,  Powers of Attorney. There are no persons holding a power
             -----------------------------
of attorney on behalf of the Company or otherwise holding the right to act as an
agent on behalf of the Company.

          (l) Minute  Books.  All stock  books,  stock  ledgers and minute books
              -------------
(collectively  the "Minute  Books")of  the Company  have been made  available to
Purchaser for review and such Minute books are complete and accurate.

                                       5
<PAGE>


         (m) Permits, Licenses, Etc. No franchise, license, permit, certificate,
             ----------------------
authorization, right or other approval issued or granted by any Governmental
Authority to or for the benefit of the Company is in existence or effect, except
for the Company's incorporation in California and the Company's authorization to
transact business in California.

         (n) Officers;  Directors.  Schedule D contains a complete  and correct
             ---------------------
list of all of the officers and directors of the Company.



                                  ARTICLE III.

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


        Section   3.01 The   Purchaser  hereby   represents  and warrants to the
Sellers as follows:


     (a) Existence. The Purchaser is a corporation duly organized and validly
         ---------
existing under the laws of the State of Nevada.

     (b) Authorization; No Violation. The execution, delivery and performance by
         ---------------------------
the Purchaser of this Agreement are within the Purchaser's corporate powers and
have been duly authorized by all necessary action, and do not contravene in any
material respect any Requirement of Law or Contractual Obligation of the
Purchaser.

     (c) Government Authorization. No authorization or approval or other action
         ------------------------
by, and no notice to or filing with, any  Governmental  Authority is required to
be  obtained  or made by the  Purchaser  for the  due  execution,  delivery  and
performance by the Purchaser of this Agreement.

     (d) Enforceable Obligations. This Agreement has been duly executed and
         ------------------------
delivered on behalf of the Purchaser and constitute the legal, valid and binding
obligations  of the  Purchaser  enforceable  against the Purchaser in accordance
with  their  terms,  except  as  enforceability  may be  limited  by  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.

     (e)  No  Litigation.   No  claim,  action,  suit,  investigation  or  other
          --------------
proceeding of or before any arbitrator or Governmental  Authority is pending or,
to the knowledge of the  Purchaser,  threatened by or against the Purchaser with
respect to this Agreement.

     (f) Investment  Intent.  The Shares are being acquired by the Purchaser for
         ------------------
its own  account and not with a view to  distribution  within the meaning of the
Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The  Purchaser
acknowledges  that there is no existing public market for the Shares and that no
registration  statement  relating  to  the  Shares  has  been  filed  under  the
Securities Act or any applicable state securities laws, and that the Shares must

                                       6
<PAGE>

be  held  by it  for  an  indefinite  period  of  time  unless  the  Shares  are
subsequently  registered  under the Securities Act and state  securities laws or
unless  an  exemption  from  any such  applicable  registration  requirement  is
available,  and  the  Purchaser  acknowledges  that  there  is no  assurance  or
obligation as to any such registration or exemption.


     (g)  Capital  Structure.  Schedule  E  contains  a list of the  Purchaser's
          ------------------
authorized stock, all outstanding stock and all stock which the Purchaser may be
obligated to issue in the future under  agreements or  arrangement  currently in
effect,  including but not limited to common stock,  preferred stock,  warrants,
options,  stock underlying  conversion  privileges on debt instruments and stock
obligated  to be  issued  in  relation  to  any  transactions  other  than  this
transaction.  No other class or series of capital  stock of the  Purchaser is or
has been  authorized,  nor has the Purchaser  authorized or issued,  nor does it
have outstanding, any other securities (including, without limitation,  options,
warrants,  conversion  privileges or other rights,  contingent or otherwise,  to
issue any capital stock or other securities of the Purchaser). All of the Shares
and  Preferred  Shares  are duly  authorized,  validly  issued,  fully  paid and
non-assessable. All of the Shares and Preferred Shares were issued in compliance
with all  applicable  Requirements  of Law  (including  securities  laws) and in
compliance  with the certificate of  incorporation  and bylaws of the Purchaser.
There are no  outstanding  subscriptions  for any securities to be issued by the
Company.

     (h) Financial Statements. The audited consolidated balance sheet and income
         ---------------------
statement of the Company as of December 31, 2003 and accompanying  schedules and
notes, (the "Financial Statements"-- as set forth in Schedule F attached hereto)
shall be complete and accurate and fairly present the assets and  liabilities of
the Purchaser as of the dates and for the periods therein specified.

     (i)  Liabilities.  Schedule  G  contains  a  detailed  list  of  all of the
          -----------
Purchaser's  liabilities,  including the name of creditor and the amount owed to
that creditor.

     (j) Absence of Undisclosed Liabilities. Except as included in the Financial
         -----------------------------------
Statements  and  except  for  liabilities  which  arise  after  the  date of the
Financial  Statements  in the  ordinary  course  of  business,  to the  best  of
Purchaser's knowledge, the Purchaser does not have any material debt, liability,
or  obligation  as of the  Closing  Date of any  nature,  accrued,  absolute  or
contingent, due or to become due, liquidated or unliquidated (each, "Undisclosed
Liability").  For  purposes of this  subsection  3.01(1),  a liability  shall be
deemed to be material if it exceeds 5% of the Purchaser's assets as shown on the
balance sheet.

     (k)  Litigation.  Other than those  listed on  Schedule H attached  hereto,
          ----------
which  includes  an  estimate  of  the  financial  exposure  presented  by  such
litigation to the Purchaser,  no claim, action, suit or other proceeding against
the Purchaser is pending, or to the knowledge of Purchaser, is threatened before
or by any  court,  administrative  or  regulatory  body,  or other  Governmental
Authority.  The  Purchaser  know  of no  investigation  of  the  Company  by any
administrative  agency of any federal,  state or local government.  No judgment,

                                       7
<PAGE>

order, writ, injunction, decree or award issued by any Governmental Authority is
applicable to the Company.

     (l) Officer and Directors.  Schedule I contains a complete and correct list
         ---------------------
of all of the officers and directors of the Purchaser.

                                  ARTICLE IV.

                              CONDITIONS TO CLOSING

     Section 4.01 Conditions to Purchaser's  Obligations.  The obligation of the
                  --------------------------------------
Purchaser to purchase the Shares at the Closing is subject to the fulfillment on
or prior to the Closing Date of the following conditions:

     (a) Representations and Warranties Correct; Performance of Obligations. The
         -------------------------------------------------------------------
representations and warranties made by the Sellers in Article II hereof shall be
true and  correct in all  material  respects  when  made,  and shall be true and
correct in all  material  respects on the  Closing  Date with the same force and
effect as if they had been made on and as of the Closing Date. The Sellers shall
have performed in all material  respects all obligations  and conditions  herein
required to be performed or observed by them on or prior to the Closing Date.

     (b)  Qualifications.  All actions and steps necessary to assure  compliance
          --------------
with applicable  federal and state securities laws shall have been duly obtained
and shall be effective on and as of the Closing,  except for such filings as are
required or  permitted by state or federal  securities  laws  subsequent  to the
Closing.

     (c) Dividends.  The Company shall not have declared or paid any dividend or
         ---------
otherwise  changed  its  capitalization  between the date hereof and the Closing
Date.

     (d) Financial  Statements.  Purchaser  shall have received and approved the
         ---------------------
Financial Statements of the Company for the period ended December 31, 2002.

     Section  4.02  Conditions  to  Obligations  of the  Sellers.  The  Sellers'
                    --------------------------------------------
obligation to sell the Shares at the Closing is subject to the fulfillment on or
prior to the Closing Date of the following conditions:

     (a) Representations and Warranties Correct; Performance of Obligations. The
         -------------------------------------------------------------------
representations  and  warranties of the Purchaser in Article III hereof shall be
true and  correct in all  material  respects  when  made,  and shall be true and
correct in all  material  respects on the  Closing  Date with the same force and
effect as if they had been made on and as of the Closing Date, and the Purchaser
shall have  performed in all material  respects all  obligations  and conditions
herein required to be performed by it on or prior to the Closing Date.

     (b)  Incumbency  Certificate  of the  Purchaser.  The  Sellers  shall  have
          ------------------------------------------
received a  certificate  of the  Purchaser  in its  capacity as Secretary of the

                                       8
<PAGE>

Purchaser,  certifying  the names and  signatures  of officers of the  Purchaser
authorized  to sign this  Agreement  and the  other  documents  to be  delivered
hereunder on behalf of the Purchaser.

     (c) Audited Financial Statements.  Sellers shall have received and approved
         ----------------------------
the Financial  Statements  of the  Purchaser  for the period ended  December 31,
2002.


                                   ARTICLE V.

                               CLOSING DELIVERIES



     Section 5.01 Sellers' Deliveries.  At the Closing, in addition to any other
                  -------------------
documents or agreements required under this Agreement, the Sellers shall deliver
or cause to be delivered to the Purchaser the following:

     (a) Stock  certificates  evidencing  the Shares duly endorsed in blank,  or
accompanied  by stock  powers  duly  executed  in  blank,  in a form  reasonably
satisfactory to the Purchaser.

     (b) Copies of all consents and approvals  obtained,  and all registrations,
qualifications,  declarations, filings and notices made, by the Sellers pursuant
to Section 4.01(b) hereof.

     (c) Such  other  documents,  assignments,  instruments  of  conveyance  and
certificates  as reasonably may be required by the Purchaser to consummate  this
Agreement and the transactions contemplated hereby.

     Section 5.02  Purchaser's  Deliveries.  At the Closing,  in addition to any
                   -----------------------
other documents or agreements required under this Agreement, the Purchaser shall
deliver or cause to be delivered to the Sellers, the following:

     (a) Stock  certificates  and Preferred Stock  Agreements in accordance with
the instructions of the Sellers.

     (b) Resignation letter from each officer of the Purchaser.

     (c) Such  other  documents,  assignments,  instruments  of  conveyance  and
certificates  as reasonably  may be required by the Sellers to  consummate  this
Agreement and the transactions contemplated hereby.

                                       9
<PAGE>

                                  ARTICLE VI.


                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     Section  6.01  Survival  of   Representations.   The  parties  agree  that,
                    -------------------------------
notwithstanding  any right or ability of the Purchaser  fully to investigate the
affairs of the Company,  any  knowledge of facts  determinable  by the Purchaser
pursuant  to such  investigations  or right of or  ability to  investigate,  the
Purchaser  has the right to rely  fully  upon the  representations,  warranties,
covenants and  agreements of the Sellers  contained in this Agreement and on the
accuracy of any schedule,  exhibit,  document or certificate annexed hereto. All
representations and warranties of the parties contained herein shall survive the
Closing until the expiration of the time periods set forth in Section 6.04.

     Section 6.02  Indemnification by the Sellers.
                   ------------------------------

     (a)  Subject to the  provisions  of this  Article  VI,  each  Seller  shall
indemnify and hold harmless the Company,  the Purchaser and their affiliates and
the officers,  partners,  directors,  employees,  agents, owners, successors and
assigns  thereof  from such  Seller's  Allocable  Portion  of any loss,  damage,
liability or expense,  including,  without  limitation,  reasonable  expenses of
investigation and reasonable attorneys' fees and expenses incurred in connection
with any action, suit or proceeding against any thereof ("Adverse  Consequence")
incurred or suffered by such party and arising out of or resulting  from (i) any
material  breach of any  representation  or warranty  contained in Article II of
this  Agreement,  (ii) any  material  breach  of any  covenant  made by  Sellers
hereunder,  or (iii) any  lawsuit or other  proceeding  or claim  brought by any
third party after the Closing  against the  Company,  the  Purchaser,  or any of
their respective  officers,  partners,  directors,  employees,  agents,  owners,
successors  and assigns  with  respect to any acts or  omissions  of the Company
prior to the Closing.  For purposes of this Section 6.02(a), the term "material"
means a breach  which  would have a  material  adverse  effect on the  Company's
business,  taken as a whole.  The term  "Allocable  Portion"  with  respect to a
Seller means the number of Shares owned by such Seller  divided by the number of
Shares owned by all Sellers.

     Section 6.03 Indemnification by the Purchaser.
                  --------------------------------

     (a)  Subject to the  provisions  of this  Article VI, the  Purchaser  shall
indemnify  and hold  harmless the Sellers,  their  affiliates  and the officers,
partners,  directors,  employees, agents, owners, successors and assigns thereof
any  loss,  damage,  liability  or  expense,   including,   without  limitation,
reasonable expenses of investigation and reasonable attorneys' fees and expenses
incurred in connection with any action,  suit or proceeding  against any thereof
("Adverse Consequence") incurred or suffered by such party and arising out of or
resulting  from  (i) any  material  breach  of any  representation  or  warranty
contained  in Article III of this  Agreement,  (ii) any  material  breach of any
covenant made by Purchasers hereunder,  or (iii) any lawsuit or other proceeding
or claim  brought by any third  party after the  Closing  against the  Officers,

                                       10
<PAGE>

Directors,  Sellers, or any of their respective officers,  partners,  directors,
employees,  agents,  owners,  successors and assigns with respect to any acts or
omissions of the Purchaser prior to the Closing.

     (b) Further,  should the  liabilities of the  Purchaser,  or the litigation
against  the  Purchaser,   result  in  the  actual   liabilities,   settlements,
obligations,  compensation,  amounts due, or payments related thereto  exceeding
those stated or estimated herein, the Purchaser will issue to the Sellers,  on a
pro rata basis,  additional  shares of Stock in a value equivalent to the amount
by which the liabilities and litigation were understated, divided by the average
closing price of the  Purchaser's  common stock during the 20 trading days prior
to such transfer.

     (c) If, within the first ninety days following the date of this  Agreement,
it is determined that the combined  liabilities of the Purchaser and obligations
due under  litigation  exceed the amount  disclosed herein by in excess of fifty
percent (50%), the Sellers may, at their option, rescind this transaction.

     Section  6.04 Notice  Claim.  Purchaser,  on the one hand,  and each of the
                   -------------
Sellers,  on the other hand, shall promptly notify the other of any claim,  suit
or demand of which the notifying party has actual knowledge which entitles it to
indemnification  under this  Article VI,  provided,  however,  that the delay or
                                          ------------------
failure of any party required to provide such notification  shall not affect the
liability  of  the  indemnifying  party  hereunder  except  to  the  extent  the
indemnifying party is harmed by such delay or failure.

     Section 6.05 Defense.  If the liability or claim for which  indemnification
                  -------
under this Article VI is sought is asserted by a third party,  the  indemnifying
party shall have,  at its  election,  the right to defend any such matter at its
sole cost and expense through counsel chosen by it and reasonably  acceptable to
the indemnified  party (provided that the indemnifying  party shall have no such
right  if it is  contesting  its  liability  under  this  Article  VI).  If  the
indemnifying  party so  undertakes  to  defend,  the  indemnifying  party  shall
promptly  notify the  indemnified  party  hereto of its  intention to do so. The
indemnifying  party shall not, without the indemnified  party's written consent,
settle or compromise any claim or consent to an entry of judgment which does not
include as an unconditional term thereof a release of the indemnified party.

     Section 6.06  Cooperation and Conflicts.  Each party agrees in all cases to
                   -------------------------
cooperate with the indemnifying party and its counsel in the defense of any such
liabilities  or claims.  The  indemnifying  party and the  indemnified  party or
parties may be represented by the same counsel unless such representation  would
be  inappropriate  due to conflicts of interest  between them. In addition,  the
indemnified  party or parties  shall at all times be  entitled  to  monitor  and
participate in such defense  through the  appointment of counsel of its or their
own choosing, at its or their own cost and expense.

                                  ARTICLE VII.


                                  MISCELLANEOUS

                                       11
<PAGE>

     Section 7.01 Waiver.  Any extension or waiver with respect to any agreement
                  ------
or condition  contained  herein or the breach thereof shall be valid only if set
forth in a  separate  instrument  in  writing  signed  by the  party to be bound
thereby.  Any waiver of any term or condition shall not be construed as a waiver
of any subsequent  breach or a subsequent  waiver of the same term or condition,
or a waiver of any other term or condition,  of this  Agreement.  The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any such rights.

     Section 7.02 Further  Assurances.  The Sellers jointly and severally agree,
                  -------------------
without further consideration, to execute and deliver following the Closing such
other  instruments  of transfer and take such other action as the  Purchaser may
reasonably  request in order to put the Purchaser in possession  of, and to vest
in the  Purchaser,  good and  valid  title to the  Shares  free and clear of any
Encumbrances in accordance  with this Agreement and to otherwise  consummate the
transactions contemplated by this Agreement.

     Section 7.03 Entire  Agreement;  Amendment.  This  Agreement  and the other
                  -----------------------------
documents delivered pursuant hereto constitute the full and entire understanding
and agreement  among the parties hereto with regard to the subject matter hereof
and  thereof  and  supersede  all  prior  and  contemporaneous   agreements  and
understandings,  oral or written,  among the parties hereto with respect to such
subject matter.  Any term of this Agreement may be amended and the observance of
any term of this  Agreement  may be waived only with the written  consent of the
parties hereto.

     Section 7.04 Severability. If any term or other provision of this Agreement
                  -------------
is  invalid,  illegal  or  incapable  of  being  enforced  by any  law,  rule or
regulation or public  policy,  all other terms and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid,  illegal or incapable of being enforced, the parties
hereto shall  negotiate  in good faith to modify this  Agreement so as to effect
the  original  intent of the  parties as closely as  possible  in an  acceptable
manner in order that the  transactions  contemplated  hereby are  consummated as
originally contemplated to the greatest extent possible.

     Section 7.05 Notices, etc. All notices and other communications required or
                  ------------
permitted  hereunder  shall be in  writing  and shall be  delivered  personally,
mailed by first-class  mail,  postage  prepaid,  or sent by reputable  overnight
courier service  addressed (a) if to the Purchaser,  at the address set forth on
Section  1.02  hereto or at such  other  address  as such  Purchaser  shall have
furnished to the Sellers by 10 days' notice in writing, with a copy to (b) if to
any  Sellers,  at the  addresses  set forth on  Exhibit A hereto,  or such other
address as such Sellers shall have furnished to the Purchaser by 10 days' notice
in writing.

     Section  7.06  Expenses.  All  costs  and  expenses,   including,   without
                    --------
limitation,   fees  and  disbursements  of  counsel,   financial   advisors  and
accountants, incurred in connection with the negotiation, preparation, execution

                                       12
<PAGE>

and delivery of this Agreement and consummation of the transactions contemplated
hereby shall be paid by the party  incurring  such costs and expenses;  however,
the Company shall pay, at the Closing, the legal fees and disbursements of legal
counsel to the Sellers and the Purchaser shall pay for the audit of the Company.

     Section 7.07 Governing Law; Jurisdiction.  This Agreement shall be governed
                  ---------------------------
in all respects by the laws of the State of California  without  application  of
principles of conflicts of laws. Any action or proceeding seeking to enforce any
provision  of, or based on any  right  arising  out of,  this  Agreement  may be
brought  against any of the parties in any state or federal court located in the
State of California,  County of Los Angeles, and each of the parties consents to
the  jurisdiction of such courts in any such action or proceeding and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on any party anywhere in the world.

     Section 7.08 Benefit of Agreement;  Assignment.  This  Agreement will apply
                  ----------------------------------
to, be binding in all respects  upon, and inure to the benefit of the successors
and  permitted  assigns of the parties.  This  Agreement  may not be assigned by
operation  of law or  otherwise  by the  Purchaser  without the express  written
consent of the  Sellers  (which  consent  may be granted or withheld in the sole
discretion of the Sellers).  Notwithstanding  the foregoing,  this Agreement and
the rights hereunder may be (i) assigned as collateral security to any lender of
funds to the Company,  and (ii) assigned by the  Purchaser  after the Closing to
the beneficial  owners of the Purchaser or to any subsequent  purchaser or other
holder of all or a portion of the  Shares,  provided  that in no event shall the
Purchaser be relieved from its obligations hereunder in connection with any such
assignment.

     Section 7.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
                  --------------------
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR AGAINST IT
ON ANY MATTERS WHATSOEVER,  IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.

     Section  7.10  Titles and  Subtitles.  The titles of the  Sections  of this
                    ---------------------
Agreement are for  convenience of reference only and are not to be considered in
construing this Agreement.

     Section 7.11 Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     Section 7.12 Representation Disclaimer. Sellers shall not be deemed to have
                  -------------------------
made to Purchaser any representation or warranty other than as expressly made by
Sellers in Article II hereof.  Without limiting the generality of the foregoing,
and notwithstanding any otherwise express representations and warranties made by
Sellers in Article II hereof,  Seller  makes no  representation  or  warranty to
Purchaser with respect to:

                                       13
<PAGE>

         (a) any projections,  estimates or budgets  heretofore  delivered to or
made  available to Purchaser of future  revenues,  expenses or  expenditures  or
future results of operations; or

         (b)  except as  expressly  covered  by a  representation  and  warranty
contained in Article II hereof, any other information or documents (financial or
otherwise)  made available to Purchaser or its counsel,  accountants or advisers
with respect to the Company.

     Section 7.13  Purchaser's  Due Diligence  Investigation.  Purchaser has had
                   -----------------------------------------
over 60 days (such  period,  "Purchaser's  Due  Diligence  Period")  in which to
conduct its  confirmatory  due diligence.  During such Purchaser's Due Diligence
Period,  Purchaser  and its  accountants,  consultants,  and advisers  have been
permitted to review the premises, facilities, books and records and contracts of
the Company,  and to conduct  interviews  with the Company's  senior  management
regarding  the  business,   operations,   financial  condition  and  results  of
operations  of the Company,  for the purpose of  confirming  the accuracy of the
representations  and warranties of Sellers contained  herein.  Purchaser had the
right, at any time during the Purchaser's Due Diligence  Period,  at Purchaser's
sole  discretion  and without any  liability or  obligation,  to  terminate  all
negotiations with the Sellers,  except for the Purchaser's obligation to pay for
an audit of the Company.

     Section 7.14 Sellers' Due Diligence Investigation. Sellers have had over 60
                  -------------------------------------
days (such  period,  "Sellers'  Due  Diligence  Period") in which to conduct its
confirmatory due diligence.  During such Sellers' due diligence period,  Sellers
and their  accountants,  consultants,  and advisers were permitted to review the
premises,  facilities,  books and records and contracts of the Purchaser, and to
conduct  interviews  with  the  Purchaser's  senior  management   regarding  the
business,  operations,  financial  condition  and results of  operations  of the
Company,  for the purpose of confirming the accuracy of the  representations and
warranties of Purchaser  contained  herein.  Sellers had the right,  at any time
during the  Sellers' Due  Diligence  Period,  at Sellers'  sole  discretion  and
without any  liability or  obligation,  to terminate all  negotiations  with the
Purchaser.

     Section 7.15 Press Releases and Public Announcements.  No party shall issue
                  ---------------------------------------
any press release or make any public announcement relating to the subject matter
of this  Agreement  prior to the  Closing  without  the  prior  approval  of the
Purchaser and the Sellers; provided, however, that any party may make any public
disclosure  it  believes  in good faith is  required  by  applicable  law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing party will use its efforts to advise the other parties prior
to making the disclosure).

     Section  7.16 Rule 144.  The  Parties  agree  that the  Common  Stock,  the
                   --------
Preferred  Stock  and  the  Shares  are  restricted  securities  as  defined  by
Securities and Exchange Commission Rule 144.


                                       14
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year set forth in the heading hereof.

                           Thaon Communications, Inc.



                           By:/s/ Adam Anthony, President
                              ----------------------------
                               Adam Anthony, President


                           Practice Xpert Service Corp.



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





                              /s/Jonathan Doctor
                              ----------------------------
                              Jonathan Doctor, Shareholder

                              /s/ Monica Dedovich
                              ----------------------------
                              Monica Dedovich, Shareholder

                              /s/Zima Hartz
                              ----------------------------
                              Zima Hartz, Shareholder

                              /s/ Michael Manahan
                              ----------------------------
                              Michael Manahan, Shareholder



                                       15

<PAGE>


                                    SCHEDULES


A.       List of Sellers
B.       Distribution of Stock and Preferred Stock to Sellers
C.       Financial Statements of Practice Xpert Services Corp.
D.       Officers and Directors of Practice Xper Services Corp.
E.       Capital Structure of Thaon Communications, Inc.
F.       Financial Statements of Thaon Communications, Inc.
G.       List of Liabilities of Thaon Communications, Inc.
H.       List of Thaon Communcations, Inc. Litigation
I.       Officers and Directors of Thaon Communications, Inc.


                                       16
<PAGE>



                          SCHEDULE A - LIST OF SELLERS



Monica Dedovich
Jonathan Doctor
Zima Hartz
Michael Manahan

<PAGE>


                  SCHEDULE B - DISTRIBUTION OF STOCK TO SELLERS




      Name             Shares of PXSC       Common Shares       Preferred Shares
                                               of Thaon             of Thaon
  ---------------      --------------       --------------      ----------------
  Monica Dedovich           1,062,500           36,373,818              437,448

  Jonathan Doctor           1,303,125           44,611,418              536,517

    Zima Hartz              1,303,125           44,611,418              536,517

  Michael Manahan            812,500            27,815,272              334,519


<PAGE>



                                   SCHEDULE C

                      FINANCIAL STATEMENTS OF PRACTICEXPERT



                       PRACTICEXPERT SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2002
                                    Unaudited

CURRENT ASSETS:

Cash                                                               9,774
Restricted Cash                                                  182,362
Accounts Receivable                                                6,399
Prepaid Expenses                                                  22,478

                                                         ----------------
Total Current Assets                                             221,013
                                                         ----------------

PROPERTY & Equipment:
Furniture & Office Equipment                                     578,382
Accum Depreciation - Furniture & Office Equip                   (489,874)
PXSC Software                                                    191,326
Accum Depreciation - Software                                    (18,417)
                                                         ----------------
Total Property & Equipment                                       261,417
                                                         ----------------

OTHER ASSETS:

Goodwill                                                       2,394,647
Patents & Trademarks                                               2,500
Deposits                                                           7,235
Cash Value Life Insurance                                          8,263
Organization Costs                                                30,147
                                                         ----------------
Total Other Assets                                             2,442,792
                                                         ----------------

                                                         ----------------
TOTAL ASSETS                                                   2,925,222
                                                         ================


CURRENT LIABILITIES:

Accounts Payable                                                  62,384
Bank Loan Payable                                                245,476
Curent Portion - LT Notes                                        220,435
Accrued Liabilities                                               94,036
                                                         ----------------
Total Current Liabilities                                        622,331
                                                         ----------------

LONG TERM LIABILITIES:

Long Term Notes Payable                                          372,722

                                                         ----------------
Total Liabilities                                                995,053
                                                         ----------------

EQUITY:
Preferred Stock                                                  950,000
Paid in Capital                                                1,074,286
Retained Earnings                                                (94,117)
                                                         ----------------
Total Equity                                                   1,930,169
                                                         ----------------

                                                         ----------------
TOTAL EQUITY AND LIABILITIES                                   2,925,222
                                                         ================



<PAGE>



                       PRACTICEXPERT SERVICES CORPORATION
                                INCOME STATEMENT
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002
                                    Unaudited



Revenue                                                     2,689,250

Expenses

  Employee Related Expenses                                 1,869,184
  Computers, Office Equip & Supplies                          260,155
  Rent/Occupancy Costs                                        164,772
  Communications                                              137,184
  Finance/Interest                                            101,966
  Marketing/Bus. Dev./Travel                                   87,740
  Depreciation                                                 72,360
  Legal/Professional/Knowledge                                105,261

                                                    ------------------
Total Expenses                                              2,731,122
                                                    ------------------

                                                    ------------------
Net Income                                                    (41,872)
                                                    ==================









<PAGE>


                                   SCHEDULE D

                     OFFICERS AND DIRECTORS OF PRACTICEXPERT



OFFICERS

Jonathan Doctor - Chief Executive Officer
Zima Hartz - Secretary
Michael Manahan - Chief Financial Officer

DIRECTORS

Jonathan Doctor
Monica Dedovich
Zima Hartz
Michael Manahan
Joseph Simone

<PAGE>


                                   Schedule E

                    Capital Structure of Thaon Communications

<TABLE>
      <C>                       <C>                <C>                             <C>


           COMMON STOCK               NUMBER               CONVERSION RIGHTS             VOTING RIGHTS
       -----------------------   ----------------    ----------------------------    ---------------------

                   Authorized       200,000,000                  N/A                   1 vote per share

                  Outstanding                                    N/A                   1 vote per share



       PREFERRED STOCK                NUMBER              CONVERSION RIGHTS              VOTING RIGHTS
       -----------------------   ----------------    ----------------------------    ---------------------


                   Authorized        50,000,000

         Series A Outstanding           500,000       95% of market, 6,000,000 cap       1 vote per share

         Series B Outstanding           450,697       10 common for each Pref B          As If Converted

         Series C Outstanding                 0       15 common for each Pref C          As If Converted

         Series D Outstanding         2,100,000       95% of market, no cap              25 Votes per share

         Series E Outstanding           120,000        2 common for each Pref E           1 vote per share

         Series F Outstanding            63,000       10 common for each Pref F          As If Converted


</TABLE>

<PAGE>

                                   SCHEDULE F

                  FINANCIAL STATEMENTS FOR THAON COMMUNICATIONS


           SEE FINANCIAL STATEMENTS AS FILED IN THAON COMMUNICATIONS
                           10KSB FOR YEAR ENDED 2002

<PAGE>


                                   Schedule G

                List Of Liabilities for Thaon Communications, Inc


                Vendor/Payee                     Amount
         --------------------------           -----------

         1st Global Stock Transfer              5,212.00
         ADP Investor Services                  9,168.29
         Advanta Bank Corp.                     6,712.03
         Airborne                                 195.99
         Adam Anthony                           1,210.06
         Arizona Litho                           1119.00
         Complex Floor Covering                 1,500.00
         CT Corporation                           204.00
         Davis & Associates                    14,680.09
         Depository Trust Co.                   6,420.00
         Donner Corp                            2,500.00
         Franchise Tax Board                      774.47
         Global Crossing                          154.35
         Robert Haukoos                         3,601.50
         EdgarEyes, LLC                           254.00
         Hylton Consultancy                     8,565.00
         Innovative Concepts                    1,127.25
         Jones & Cannon                           297.00
         Jordan Richards                         1062.77
         Merrill Communications                   218.00
         National Financial Comm.               1,190.08
         Olympic Town, LLC                     72,326.00
         Oswald & Yap                           4,401.44
         Pacific Bell                             216.48
         PR Newswire                            7,180.00
         Staples                                  506.25
         TCAST Communications                     154.07
         Shawna Thomson                           135.00
         Unishippers                              314.40
         Urtnowski & Zaharoni                   2,917.50
         Wantelligent Comm Svs                  2,750.00
         Woltjen Law Firm                      61,628.87

         Accrued Payroll:  A Anthony           21,533.08
         Note Payable:  A Anthony              19,500.00

<PAGE>

                                   Schedule H

                List Of Litigation for Thaon Communications, Inc.





1.)      Woltjen Law Firm vs. Thaon  Communications,  Adam Anthony,  Doug Mondo,
         David Nelson, Robert McNeill and Steve Aquavia: Past Due Legal Fees

2.)      Olympic Town, LLC vs Thaon Communications: Past Due Rent

<PAGE>


                                   Schedule I

          List of Officers and Directors for Thaon Communications, Inc.



OFFICERS

President/CEO              Adam Anthony
CFO/Secretary/Treasurer    Jeanene Morgan


DIRECTORS

Chairman          Adam Anthony
Director          Steve Aquavia
Director          David Nelson