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                                                                    Exhibit 10.1

                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE



                                  by and among

                             SEALANT SOLUTIONS, INC.


                             a Delaware Corporation


                                       and

                               POWER CHANNEL, INC.


                             a Delaware Corporation





                          effective as of July 1, 2003




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                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

         THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into
this 1st day of July,  2003,  by and among Sealant  Solutions,  Inc., a Delaware
corporation  with its  principal  place of  business  located at 29 Abbey  Lane,
Middleboro,  Massachusetts  02346  ("Sealant");  PowerChannel,  Inc., a Delaware
corporation with its principal place of business at 16 North Main Street,  Suite
395,  New  City,  New  York  10956  ("PowerChannel")  and  the  shareholders  of
PowerChannel  ("Shareholders")  as  set  forth  on  Exhibit  A  attached  hereto
(collectively  PowerChannel and the shareholders of PowerChannel  shall be known
as the "PoweChannel Group").

                                    Premises

         A. This Agreement provides for the acquisition of PowerChannel  whereby
PowerChannel shall become a wholly owned subsidiary of Sealant and in connection
therewith,  the  issuance  of an  amount of shares  equal to  eighty-five  (85%)
percent of the fully diluted  outstanding  shares of Sealant to the PowerChannel
shareholders or their assignees.

         B. The and  boards  of  directors  of  PowerChannel  and  Sealant  have
determined,  subject to the terms and  conditions  set forth in this  Agreement,
that the transaction  contemplated hereby is desirable and in the best interests
of their  stockholders,  respectively.  This Agreement is being entered into for
the  purpose  of  setting  forth  the  terms  and  conditions  of  the  proposed
acquisition.

                                    Agreement

         NOW, THEREFORE,  on the stated premises and for and in consideration of
the  mutual  covenants  and  agreements  hereinafter  set forth  and the  mutual
benefits to the parties to be derived here from, it is hereby agreed as follows:

                                    ARTICLE I
                  REPRESENTATIONS, COVENANTS AND WARRANTIES OF
                             SEALANT SOLUTIONS, INC.

         As an inducement to and to obtain the reliance of PowerChannel, Sealant
represents and warrants as follows:

         Section 1.1  Organization.  Sealant is a  corporation  duly  organized,
validly  existing,  and in good standing  under the laws of Delaware and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its  properties  and  assets  and to  carry  on its  business  in all
material  respects as it is now being conducted,  including  qualification to do
business as a foreign corporation in the jurisdiction in which the character and
location of the assets owned by it or the nature of the business  transacted  by
it  requires   qualification.   Included  in  the  Schedules   attached   hereto
(hereinafter  defined)  are  complete  and  correct  copies of the  articles  of
incorporation,  bylaws and  amendments  thereto as in effect on the date hereof.
The execution and delivery of this  Agreement does not and the  consummation  of
the  transactions  contemplated  by this Agreement in accordance  with the terms
hereof will not violate any provision of Sealant's  articles of incorporation or
bylaws. Sealant has full power, authority and legal right





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and has taken all action  required by law,  its articles of  incorporation,  its
bylaws or otherwise to authorize the execution and delivery of this Agreement.

         Section 1.2  Capitalization.  The authorized  capitalization of Sealant
consists  of  20,000,000  Common  Shares,  $0.01  par value  per  share,  and no
Preferred  Shares.  As of the date hereof,  Sealant has 1,074,155  common shares
issued and  outstanding.  Sealant is  presently a 1934  Exchange  Act  reporting
company and has filed all necessary reports,  quarterly, annual and special with
the Securities and Exchange Commission of the United States on a timely basis.

         All issued and outstanding  shares are legally  issued,  fully paid and
nonassessable  and are not issued in violation of the preemptive or other rights
of any person.  Sealant has no  securities,  warrants or options  authorized  or
issued.

         Section 1.3       Subsidiaries.     Sealant has no subsidiaries.

         Section 1.4       Tax Matters: Books and Records.

         (a)      The books and records, financial and others, of Sealant are in
                  all  material  respects  complete  and  correct  and have been
                  maintained  in  accordance   with  good  business   accounting
                  practices; and

         (b)      Sealant has no liabilities  with respect to the payment of any
                  country, federal, state, county, or local taxes (including any
                  deficiencies, interest or penalties).

         (c)      Sealant  currently has  approximately  $20,000 in  outstanding
                  liabilities  as set forth on Schedule 1.4 .  PowerChannel  has
                  agreed to be responsible for such outstanding liabilities.

         Section 1.5 Litigation and  Proceedings.  There are no actions,  suits,
proceedings or  investigations  pending or threatened by or against or affecting
Sealant  or its  properties,  at law or in  equity,  before  any  court or other
governmental  agency or  instrumentality,  domestic  or  foreign  or before  any
arbitrator  of any  kind  that  would  have a  material  adverse  affect  on the
business,  operations,  financial condition or income of Sealant. Sealant is not
in default with respect to any judgment, order, writ, injunction, decree, award,
rule  or  regulation  of  any  court,   arbitrator  or  governmental  agency  or
instrumentality or of any circumstances  which, after reasonable  investigation,
would result in the discovery of such a default.

         Section 1.6 Material  Contract  Defaults.  Sealant is not in default in
any material  respect under the terms of any  outstanding  contract,  agreement,
lease or  other  commitment  which  is  material  to the  business,  operations,
properties,  assets or condition of Sealant, and there is no event of default in
any  material  respect  under  any  such  contract,  agreement,  lease  or other
commitment in respect of which Sealant has not taken  adequate  steps to prevent
such a default from occurring.

         Section 1.7  Information.  The  information  concerning  Sealant as set
forth in this  Agreement and in the attached  Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact or omit to state a material  fact required to make the  statements  made in
light of the circumstances under which they were made, not misleading. Sealant's
filings with the SEC are  complete and accurate in all material  respects and do
not contain any untrue  statement of a material fact or omit to state a material
fact required to make the statements  made in light of the  circumstances  under
which they were made, not misleading.





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            Section  1.8  Title  and  Related  Matters.  Sealant  has  good  and
marketable  title  to  and  is  the  sole  and  exclusive  owner  of  all of its
properties,  inventory,  interest in  properties  and assets,  real and personal
(collectively,  the "Assets") free and clear of all liens,  pledges,  charges or
encumbrances.  Sealant owns free and clear of any liens,  claims,  encumbrances,
royalty interests or other  restrictions or limitations of any nature whatsoever
and all procedures,  techniques,  marketing  plans,  business plans,  methods of
management or other information  utilized in connection with Sealant's business.
No third  party has any right to, and  Sealant  has not  received  any notice of
infringement  of or conflict with  asserted  rights of other with respect to any
product,  technology,  data, trade secrets,  know-how,  proprietary  techniques,
trademarks,  service marks,  trade names or copyrights  which,  singly on in the
aggregate,  if the subject of an unfavorable  decision ruling or finding,  would
have  a  materially  adverse  affect  on  the  business,  operations,  financial
conditions  or income of Sealant  or any  material  portion  of its  properties,
assets or rights.

         Section 1.9 Contracts On the closing date:

         (a)      There  are  no  material  contracts,   agreements  franchises,
                  license agreements, or other commitments to which Sealant is a
                  party or by which it or any of its properties are bound:

         (b)      Sealant is not a party to any contract, agreement,  commitment
                  or  instrument  or subject to any  charter or other  corporate
                  restriction or any judgment,  order, writ, injunction,  decree
                  or award  materially and adversely  affects,  or in the future
                  may  (as  far as  Sealant  can  now  foresee)  materially  and
                  adversely affect, the business, operations, properties, assets
                  or conditions of Sealant; and

         (c)      Sealant s not a party to any  material  oral or  written:  (I)
                  contract for the  employment of any officer or employee;  (ii)
                  profit sharing,  bonus, deferred  compensation,  stock option,
                  severance pay, pension benefit or retirement  plan,  agreement
                  or arrangement  covered by Title IV of the Employee Retirement
                  Income Security Act, as amended; (iii) agreement,  contract or
                  indenture relating to the borrowing of money; (iv) guaranty of
                  any  obligation  for the  borrowing  of  money  or  otherwise,
                  excluding   endorsements   made  for   collection   and  other
                  guaranties,  of obligations,  which, in the aggregate  exceeds
                  $1,000;  (v)  consulting  or other  contract with an unexpired
                  term of more than one year or providing for payments in excess
                  of  $10,000  in  the  aggregate;  (vi)  collective  bargaining
                  agreement;  (vii)  contract,  agreement  or  other  commitment
                  involving  payments  by  it  for  more  than  $10,000  in  the
                  aggregate.

         Section  1.10  Compliance  With  Laws and  Regulations.  To the best of
Sealant's  knowledge  and  belief,  Sealant  has  complied  with all  applicable
statutes and regulations of any federal,  state or other governmental  entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely affect the business,  operations,  properties,  assets or condition of
Sealant or would not result in Sealant incurring material liability.

         Section 1.11 Insurance.  All of the insurable properties of Sealant are
insured for  Sealant`s  benefit under valid and  enforceable  policy or policies
containing substantially equivalent coverage and will be outstanding and in full
force at the Closing Date.





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         Section  1.12  Approval of  Agreement.  The  directors  of Sealant have
authorized  the execution and delivery of the Agreement by and have approved the
transactions contemplated hereby.

         Section  1.13  Material  Transactions  or  Affiliations.  There  are no
material contracts or agreements of arrangement  between Sealant and any person,
who was at the time of such  contract,  agreement  or  arrangement  an  officer,
director or person owning of record,  or known to  beneficially  own ten percent
(10%) or more of the issued and  outstanding  Common Shares of Sealant and which
is to be  performed  in whole or in part after the date  hereof.  Sealant has no
commitment, whether written or oral, to lend any funds to, borrow any money from
or enter into material transactions with any such affiliated person.

         Section 1.14 No Conflict With Other Instruments.  The execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not  result  in the  breach  of any  term or  provision  of,  or
constitute an event of default under, any material indenture,  mortgage, deed of
trust or other material contract,  agreement or instrument to which Sealant is a
party or to which any of its properties or operations are subject.

         Section 1.15  Governmental  Authorizations.  Sealant has all  licenses,
franchises,  permits or other  governmental  authorizations  legally required to
enable it to conduct its business in all  material  respects as conducted on the
date  hereof.  Except for  compliance  with  federal  and state  securities  and
corporation laws, as hereinafter provided, no authorization,  approval,  consent
or order of, or  registration,  declaration  or filing with,  any court or other
governmental  body is required in connection  with the execution and delivery by
Sealant of this Agreement and the consummation of the transactions  contemplated
hereby.

         Section 1.16 Exchange Act Registration.  As of the date hereof, (a) the
Sealant Common Stock is registered  under Section 12(g) of the Exchange Act, and
(b)  Sealant  is in full  compliance  with  all  reporting  requirements  of the
Exchange Act.

         Section 1.17 SEC Documents and Financial Statements.  Sealant has filed
on a timely  basis all  documents  required to be filed by it with the SEC since
January 1, 2002 (all such documents filed since January 1, 2002 and prior to the
date hereof are  referred  to as the  "Sealant  SEC  Documents").  Complete  and
correct  copies  of the  Sealant  SEC  Documents  have been  made  available  to
PowerChannel.  As of their respective dates, or if amended as of the date of the
last such amendment, the Sealant SEC Documents complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and none of the Sealant SEC  Documents as of the date thereof  contained any
untrue  statement  of a  material  fact or omitted  to state any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.  Complete
and accurate copies of the unaudited  consolidated  balance sheet,  consolidated
statements of operations,  consolidated  statements of stockholders'  equity and
consolidated   statements  of  cash  flows  (together  with  any   supplementary
information thereto) of Sealant have been provided to PowerChannel.  The Sealant
Financial Statements fairly present, in all material respects,  the consolidated
financial position of Sealant,  as of and for the respective dates thereof,  and
the consolidated  results of its operations and its consolidated  cash flows for
the respective  periods then ended (subject,  in the case of the Sealant Interim
Financial  Information,  to normal  year-end audit  adjustments and to any other
adjustments  described  therein)  in  conformity  with GAAP  during the  periods
involved  (except as may be  indicated  therein or in the notes  thereto and the
Sealant Interim Financial  Information do not contain the footnotes  required by
GAAP).  Since March 31, 2003,  Sealant has not made any change in the accounting
practices or policies  applied in the  preparation of its financial  statements,
except as may be required by GAAP.





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                                   ARTICLE II
                    REPRESENTATIONS, COVENANTS AND WARRANTIES
                          OF POWERCHANNEL.COM, INC. AND
                       POWERCHANNEL.COM, INC. SHAREHOLDERS

         As  an   inducement   to,  and  to  obtain  the  reliance  of  Sealant,
PowerChannel and the PowerChannel Shareholders represent and warrant as follows:

         Section 2.1 Organization. PowerChannel is a corporation duly organized,
validly  existing  and in good  standing  under the laws of Delaware and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its  properties  and  assets  and to  carry  on its  business  in all
material  respects as it is now being conducted,  including  qualification to do
business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business  transacted  by
it requires  qualification.  Included in the Attached  Schedules (as hereinafter
defined)  are  complete  and correct  copies of the  articles of  incorporation,
bylaws and amendments thereto as in effect on the date hereof. The execution and
delivery of this Agreement  does not and the  consummation  of the  transactions
contemplated  by this  Agreement in  accordance  with the terms hereof will not,
violate any provision of PowerChannel's  certificate of incorporation or bylaws.
PowerChannel has full power,  authority and legal right and has taken all action
required by law, its articles of incorporation, bylaws or otherwise to authorize
the execution and delivery of this Agreement.

         Section  2.2   Capitalization.   The   authorized   capitalization   of
PowerChannel  consists of 100,000,000  shares,  $.001 par value and no preferred
shares.  As  of  the  date  hereof,  there  are  24,456,430  shares  issued  and
outstanding.

         All issued and  outstanding  common  shares have been  legally  issued,
fully paid,  are  nonassessable  and not issued in violation  of the  preemptive
rights of any other person.  PowerChannel has no other  securities,  warrants or
options authorized or issued.

         Section 2.3 Subsidiaries. PowerChannel has no subsidiaries.

         Section 2.4 Tax Matters; Books & Records

         (a)      The books and records,  financial and others,  of PowerChannel
                  are in all  material  respects  complete  and correct and have
                  been  maintained in accordance  with good business  accounting
                  practices; and

         (b)      PowerChannel has no liabilities with respect to the payment of
                  any  country,  federal,  state,  county,  local or other taxes
                  (including any deficiencies, interest or penalties).

         (c)      PowerChannel  shall remain  responsible for all debts incurred
                  prior to the closing.

         Section 2.5 Information. The information concerning PowerChannel as set
forth in this  Agreement and in the attached  Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the





<PAGE>





statements made, in light of the  circumstances  under which they were made, not
misleading.

         Section  2.6  Title  and  Related  Matters.  PowerChannel  has good and
marketable  title  to  and  is  the  sole  and  exclusive  owner  of  all of its
properties,  inventory,  interests in properties  and assets,  real and personal
(collectively,  the "Assets") free and clear of all liens,  pledges,  charges or
encumbrances. Except as set forth in the Schedules attached hereto, PowerChannel
owns free and clear of any liens,  claims,  encumbrances,  royalty  interests or
other  restrictions or limitations of any nature  whatsoever and all procedures,
techniques,  marketing  plans,  business  plans,  methods of management or other
information utilized in connection with PowerChannel's  business.  Except as set
forth  in the  attached  Schedules,  no  third  party  has  any  right  to,  and
PowerChannel  has not received any notice of  infringement  of or conflict  with
asserted rights of others with respect to any product,  technology,  data, trade
secrets,  know-how,  proprietary  techniques,  trademarks,  service marks, trade
names or  copyrights  which,  singly or in the  aggregate,  if the subject of an
unfavorable decision,  ruling or finding, would have a materially adverse affect
on the business,  operations,  financial conditions or income of PowerChannel or
any material portion of its properties, assets or rights.

         Section 2.7 Litigation and Proceedings.  There are no actions, suits or
proceedings  pending or threatened by or against or affecting  PowerChannel,  at
law  or  in  equity,   before  any  court  or  other   governmental   agency  or
instrumentality,  domestic or foreign or before any  arbitrator of any kind that
would have a material  adverse  effect on the  business,  operations,  financial
condition,  income or business prospects of PowerChannel.  PowerChannel does not
have any  knowledge  of any default on its part with  respect to any  judgement,
order,  writ,  injunction,  decree,  award,  rule or  regulation  of any  court,
arbitrator or governmental agency or instrumentality.

         Section 2.8 Contracts. On the Closing Date:

         (a)      There  are  no  material  contracts,  agreements,  franchises,
                  license agreements, or other commitments to which PowerChannel
                  is a party or by which it or any of its properties are bound;

         (b)      PowerChannel  is  not a  party  to  any  contract,  agreement,
                  commitment  or  instrument  or subject to any charter or other
                  corporate   restriction   or  any   judgment,   order,   writ,
                  injunction,  decree or award which  materially  and  adversely
                  affects,  or in the future may (as far as PowerChannel can now
                  foresee)   materially  and  adversely  affect,  the  business,
                  operations,  properties, assets or conditions of PowerChannel;
                  and

         (c)      PowerChannel  is not a party to any material  oral or written:
                  (i)  contract for the  employment  of any officer or employee;
                  (ii)  profit  sharing,  bonus,  deferred  compensation,  stock
                  option,  severance pay,  pension,  benefit or retirement plan,
                  agreement or  arrangement  covered by Title IV of the Employee
                  Retirement  Income Security Act, as amended;  (iii) agreement,
                  contract or indenture relating to the borrowing of money; (iv)
                  guaranty  of any  obligation  for the  borrowing  of  money or
                  otherwise,  excluding  endorsements  made for  collection  and
                  other  guaranties  of  obligations,  which,  in the  aggregate
                  exceeds  $1,000;  (v)  consulting  or other  contract  with an
                  unexpired term of more than one year or providing for payments
                  in  excess  of  $10,000  in  the  aggregate;  (vi)  collective
                  bargaining  agreement;  (vii)  contract,  agreement,  or other
                  commitment  involving  payments by it for more than $10,000 in
                  the aggregate.






<PAGE>





         Section 2.9 No Conflict  With Other  Instruments.The  execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not  result  in the  breach  of any  term or  provision  of,  or
constitute an event of default under, any material indenture,  mortgage, deed of
trust or other material contract,  agreement or instrument to which PowerChannel
is a party or to which any of its properties or operations are subject.

         Section 2.10 Material Contract Defaults.  To the best of PowerChannel's
knowledge  and belief,  it is not in default in any material  respect  under the
terms of any outstanding contract, agreement, lease or other commitment which is
material  to the  business,  operations,  properties,  assets  or  condition  of
PowerChannel, and there is no event of default in any material respect under any
such  contract,  agreement,  lease  or  other  commitment  in  respect  of which
PowerChannel  has not  taken  adequate  steps to  prevent  such a  default  from
occurring.

         Section 2.11 Governmental Authorizations. To the best of PowerChannel's
knowledge,   PowerChannel  has  all  licenses,  franchises,  permits  and  other
governmental  authorizations  that are legally  required to enable it to conduct
its  business  operations  in all  material  respects as  conducted  on the date
hereof.  Except for compliance with federal and state  securities or corporation
laws,  no  authorization,  approval,  consent  or  order  of,  or  registration,
declaration or filing with, any court or other  governmental body is required in
connection with the execution and delivery by  PowerChannel of the  transactions
contemplated hereby.

         Section  2.12  Compliance  With  Laws and  Regulations.  To the best of
PowerChannel's  knowledge  and  belief,   PowerChannel  has  complied  with  all
applicable statutes and regulations of any federal,  state or other governmental
entity or agency  thereof,  except to the extent  that  noncompliance  would not
materially and adversely affect the business, operations,  properties, assets or
condition of  PowerChannel  or would not result in PowerChannel 's incurring any
material liability.

         Section 2.13 Insurance. All of the insurable properties of PowerChannel
are insured for  PowerChannel`s  benefit under valid and  enforceable  policy or
policies  containing  substantially  equivalent coverage and will be outstanding
and in full force at the Closing Date.

         Section 2.14 Approval of Agreement.  The directors of PowerChannel have
authorized  the  execution  and delivery of the  Agreement and have approved the
transactions contemplated hereby.

         Section 2.15 Material  Transactions or Affiliations.  As of the Closing
Date, there will exist no material  contract,  agreement or arrangement  between
PowerChannel  and any person who was at the time of such contract,  agreement or
arrangement  an  officer,  director  or  person  owning of  record,  or known by
PowerChannel  to own  beneficially,  ten percent (10%) or more of the issued and
outstanding  Common Shares of PowerChannel and which is to be performed in whole
or in part after the date hereof  except with  regard to an  agreement  with the
PowerChannel  shareholders providing for the distribution of cash to provide for
payment of federal and state taxes on Subchapter S income.  PowerChannel  has no
commitment, whether written or oral, to lend any funds to, borrow any money from
or enter into any other material transactions with, any such affiliated person.





<PAGE>





         Section  2.16  Filings.  PowerChannel  covenants  that it  will  assist
Sealant in the  preparation of all filings  required by the Securities  Exchange
Act in a timely  manner,  including  but not limited to, the filing of a Form 8K
within  fifteen (15) days after the execution of this Agreement and the delivery
of the audited financial statements for PowerChannel in sufficient time to allow
for the filing of an amended 8K with the  audited  financial  statements  within
sixty (60) days thereafter.

         Section 2.17 Investment Intent.  Each of the PowerChannel  shareholders
is entering  into this  Agreement for its own account and not with a view to any
distribution  of  the  Sealant  Shares  acquired  by it,  and it has no  present
arrangement to sell any of its Sealant Shares to or through any Person, provided
that this  representation  shall not be construed as an  undertaking to hold any
Sealant  Shares  for  any  minimum  or  other  specific  term,  and  each of the
PowerChannel shareholders reserves the right to dispose of its Sealant Shares at
any time in accordance with Applicable Law.

         Section 2.18 Sophistication. Each of the PowerChannel Shareholders is a
sophisticated  investor, as described in Rule 506(b)(2)(ii) under the Securities
Act and has such experience in business and financial matters that it is capable
of evaluating the merits and risks of an investment in the Sealant Common Stock.
The  Transferors  acknowledge  that an investment in the Sealant Common Stock is
speculative and involves a high degree of risk.

         Section  2.19  Access  to   Information.   Each  of  the   PowerChannel
shareholders  has  received  or had access to all  documents,  records and other
information pertaining to its investment in the Sealant Common Stock that it has
requested,  including documents filed by Sealant under the Exchange Act, and has
been  given the  opportunity  to meet or have  telephonic  discussions  with the
Sealant Representatives, to ask questions of them, to receive answers concerning
the terms and  conditions  of this  investment  and to obtain  information  that
Sealant possesses or can acquire without  unreasonable effort or expense that is
necessary to verify the accuracy of the information provided to the PowerChannel
shareholders.

         Section  2.20  Manner  of  Sale.  At  no  time  were  the  PowerChannel
shareholders  presented  with or  solicited  by or through any  leaflet,  public
promotional  meeting,  television  advertisement  or any other  form of  general
solicitation or advertising relating to Sealant or any investment in the Sealant
Common Stock.


                                   ARTICLE III
                   EXCHANGE PROCEDURE AND OTHER CONSIDERATION

         Section 3.1 Share Exchange/Delivery of PowerChannel Securities.  On the
Closing Date, the holders of all of the PowerChannel Common Shares shall deliver
to Sealant (i) certificates or other documents  evidencing all of the issued and
outstanding PowerChannel Common Shares, duly





<PAGE>





endorsed in blank or with executed power attached thereto in transferrable form.
On the Closing Date,  all  previously  issued and  outstanding  Common Shares of
PowerChannel shall be transferred to Sealant , so that PowerChannel shall become
a wholly owned subsidiary of Sealant.

         Section 3.2 Issuance of Sealant Common  Shares.  In exchange for all of
the PowerChannel  Common Shares tendered  pursuant to Section 3.1, Sealant shall
issue to the PowerChannel shareholders a total of Sealant common shares equal to
eighty five (85%)  percent of the fully diluted  outstanding  shares of Sealand.
Such shares are restricted in accordance  with Rule 144 of the Securities Act of
1933.

         Section 3.3 Additional  Consideration.  Upon the Closing Date,  Sealant
will enter into a consulting  agreement  with Michael  Fasci,  the current Chief
Executive Officer of Sealant.  Pursuant to such consulting agreement,  Mr. Fasci
be paid $500 per month for twelve months and shall  received  restricted  common
stock of Sealant  equal to ten (10%)  percent of the fully  diluted  outstanding
shares of Sealant. Such shares are restricted in accordance with Rule 144 of the
Securities  Act of 1933.  Mr. Fasci shall provide  PowerChannel  with a right of
first refusal with regard to the sale of any portion of his Sealant shares. This
right shall be evidenced by an option  agreement to purchase his current Sealant
shares and the  Sealant  shares  issued to him  pursuant to this  section.  Such
agreement shall be upon terms and conditions  mutually agreeable to the parties.
During the term of the option agreement, Mr. Fasci shall not encumber his shares
in any manner.

         Section 3.4 Events Prior to Closing.  Upon execution  hereof or as soon
thereafter as practical,  management of Sealant and PowerChannel  shall execute,
acknowledge  and  deliver  (or  shall  cause to be  executed,  acknowledged  and
delivered) any and all certificates,  opinions, financial statements, schedules,
agreements,  resolutions rulings or other instruments required by this Agreement
to be so  delivered,  together  with  such  other  items  as may  be  reasonably
requested by the parties hereto and their  respective  legal counsel in order to
effectuate or evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced herein below.

         Section  3.5  Closing.  The  closing  ("Closing")  of the  transactions
contemplated  by this  Agreement  shall be on or about  July 1,  2003  ("Closing
Date").

         Section 3.6       Termination.

         (a)      This  Agreement may be terminated by the board of directors or
                  majority   interest  of  Shareholders  of  either  Sealant  or
                  PowerChannel,  respectively,  at any time prior to the Closing
                  Date if:

                  (i)      there  shall be any action or  proceeding  before any
                           court or any  governmental  body which  shall seek to
                           restrain,  prohibit or  invalidate  the  transactions
                           contemplated  by this  Agreement  and  which,  in the
                           judgement  of such board of  directors,  made in good
                           faith and based on the  advice of its legal  counsel,
                           makes it  inadvisable  to proceed  with the  exchange
                           contemplated by this Agreement; or

                  (ii)     any  of  the  transactions  contemplated  hereby  are
                           disapproved   by  any  regulatory   authority   whose
                           approval is required to consummate such transactions.





<PAGE>





         In the event of  termination  pursuant  to this  paragraph  (a) of this
Section 3.5, no obligation,  right,  or liability shall arise hereunder and each
party  shall bear all of the  expenses  incurred  by it in  connection  with the
negotiation,  drafting and  execution  of this  Agreement  and the  transactions
herein contemplated.

         (b)      This  Agreement  may be  terminated  at any time  prior to the
                  Closing Date by action of the board of directors of Sealant if
                  PowerChannel shall fail to comply in any material respect with
                  any of its covenants or agreements contained in this Agreement
                  or if any of the representations or warranties of PowerChannel
                  contained herein shall be inaccurate in any material  respect,
                  which  noncompliance  or inaccuracy is not cured after 20 days
                  written  notice  thereof  is  given to  PowerChannel.  If this
                  Agreement is terminated pursuant to this paragraph (b) of this
                  Section 3.5,  this  Agreement  shall be of no further force or
                  effect  and no  obligation,  right or  liability  shall  arise
                  hereunder.

         (c)      This  Agreement  may be  terminated  at any time  prior to the
                  Closing   Date  by  action  of  the  board  of   directors  of
                  PowerChannel  if Sealant  shall fail to comply in any material
                  respect with any of its covenants or  agreements  contained in
                  this Agreement or if any of the  representations or warranties
                  of  Sealant  contained  herein  shall  be  inaccurate  in  any
                  material  respect,  which  noncompliance  or inaccuracy is not
                  cured  after  20 days  written  notice  thereof  is  given  to
                  Sealant.  If this  Agreement  is  terminated  pursuant to this
                  paragraph (d) of this Section 3.5, this Agreement  shall be of
                  no  further  force  or  effect  and no  obligation,  right  or
                  liability shall arise hereunder.

         In the event of  termination  pursuant to paragraph (b) and (c) of this
Section 3.5, the breaching party shall bear all of the expenses  incurred by the
other party in connection with the  negotiation,  drafting and execution of this
Agreement and the transactions herein contemplated.

         Section 3.6 Directors of Sealant After  Acquisition.  After the Closing
Date, Michael Fasci shall remain on the Board of Directors of Sealant and Steven
Lampert will be  appointed  to serve on the Board of Directors of Sealant.  Each
director shall hold office until his successor  shall have been duly elected and
shall have qualified or until his earlier death, resignation or removal.

         Section 3.7 Officers of Sealant. Upon the closing,  Michael Fasci shall
resign  from  Sealant in all of his  current  capacities  except as set forth in
Section  3.6 and  there  shall be no  further  compensation  due him  under  his
employment  agreement.  The  following  persons  shall be elected as officers of
Sealant in accordance with procedures set forth in the Sealant bylaws:


      NAME                          OFFICE

      Steven Lampert                President, Chief
                                    Executive Officer, Chief Financial Officer
                                    and Secretary


                                   ARTICLE IV
                                SPECIAL COVENANTS

         Section 4.1 Access to Properties and Records. Prior to closing, Sealant
and PowerChannel will each afford to the officers and authorized representatives
of the other full access to the properties,  books and records of each other, in
order that each may have full opportunity to make





<PAGE>





such reasonable  investigation  as it shall desire to make of the affairs of the
other and each  will  furnish  the other  with  such  additional  financial  and
operating  data and other  information as to the business and properties of each
other, as the other shall from time to time reasonably request.

         Section  4.2   Availability  of  Rule  144.  Sealant  and  PowerChannel
shareholders holding "restricted  securities,  " as that term is defined in Rule
144  promulgated  pursuant  to the  Securities  Act will  remain as  "restricted
securities".  Sealant is under no  obligation  to register such shares under the
Securities  Act, or  otherwise.  The  stockholders  of Sealant and  PowerChannel
holding restricted securities of Sealant and PowerChannel as of the date of this
Agreement and their respective heirs, administrators,  personal representatives,
successors and assigns, are intended third party beneficiaries of the provisions
set forth herein.  The covenants set forth in this Section 4.2 shall survive the
Closing and the consummation of the transactions herein contemplated.

         Section 4.3 Special Covenants and Representations Regarding the Sealant
Common Shares to be Issued in the Exchange.  The consummation of this Agreement,
including  the  issuance of the Sealant  Common  Shares to the  Shareholders  of
PowerChannel  as  contemplated  hereby,   constitutes  the  offer  and  sale  of
securities  under the  Securities  Act,  and  applicable  state  statutes.  Such
transaction shall be consummated in reliance on exemptions from the registration
and prospectus delivery  requirements of such statutes which depend, inter alia,
upon the circumstances  under which the PowerChannel  Shareholders  acquire such
securities.

         Section 4.4 Third Party  Consents.  Sealant and  PowerChannel  agree to
cooperate  with each other in order to obtain any required  third party consents
to this Agreement and the transactions herein contemplated.

         Section 4.5 Actions Prior and Subsequent to Closing.

         (a) From and after the date of this  Agreement  until the Closing Date,
except as permitted or contemplated by this Agreement,  Sealant and PowerChannel
will each use its best efforts to:

                  (i) maintain and keep its  properties in states of good repair
         and condition as at present,  except for  depreciation  due to ordinary
         wear and tear and damage due to casualty;

                  (ii) maintain in full force and effect insurance comparable in
         amount and in scope of coverage to that now maintained by it;

                  (iii) perform in all material  respects all of its obligations
         under  material  contracts,  leases  and  instruments  relating  to  or
         affecting its assets, properties and business;

         (b) From and after the date of this  Agreement  until the Closing Date,
Sealant will not, without the prior consent of PowerChannel:

                  (i) except as otherwise  specifically  set forth herein,  make
         any change in its articles of incorporation or bylaws;

                  (ii)  declare or pay any  dividend on its  outstanding  Common
         Shares, except as may otherwise be required by law, or effect any stock
         split or  otherwise  change  its  capitalization,  except  as  provided
         herein;





<PAGE>





                  (iii)  enter  into  or  amend  any  employment,  severance  or
         agreements or arrangements with any directors or officers;

                  (iv) grant, confer or award any options, warrants,  conversion
         rights or other  rights not  existing on the date hereof to acquire any
         Common Shares; or

                  (v) purchase or redeem any Common Shares.

Section 4.6 Indemnification.

         (a)      Sealant hereby agrees to indemnify  PowerChannel,  each of the
                  officers,  agents and  directors and current  shareholders  of
                  PowerChannel   as  of  the  Closing  Date  against  any  loss,
                  liability,  claim,  damage  or  expense  (including,  but  not
                  limited to, any and all expense whatsoever reasonably incurred
                  in   investigating,   preparing  or   defending   against  any
                  litigation,  commenced or threatened or any claim whatsoever),
                  to which it or they may become  subject to or rising out of or
                  based on any inaccuracy appearing in or misrepresentation made
                  in this Agreement.  The  indemnification  provided for in this
                  paragraph  shall survive the Closing and  consummation  of the
                  transactions  contemplated  hereby  and  termination  of  this
                  Agreement; and

         (b)      PowerChannel  hereby agrees to indemnify Sealant,  each of the
                  officers,   agents,  directors  and  current  shareholders  of
                  Sealant as of the Closing  Date  against any loss,  liability,
                  claim, damage or expense  (including,  but not limited to, any
                  and   all   expense   whatsoever    reasonably   incurred   in
                  investigating,  preparing or defending against any litigation,
                  commenced or threatened or any claim whatsoever),  to which it
                  or they  may  become  subject  arising  out of or based on any
                  inaccuracy  appearing  in or  misrepresentation  made  in this
                  Agreement.  The indemnification provided for in this paragraph
                  shall survive the Closing and consummation of the transactions
                  contemplated hereby and termination of this Agreement.

                                    ARTICLE V
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SEALANT

         The obligations of PowerChannel under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

         Section  5.1  Accuracy  of  Representations.  The  representations  and
warranties  made by Sealant in this  Agreement  were true when made and shall be
true  at  the  Closing   Date  with  the  same  force  and  effect  as  if  such
representations and warranties were made at the Closing Date (except for changes
therein  permitted  by this  Agreement),  and Sealant  shall have  performed  or
compiled  with all  covenants and  conditions  required by this  Agreement to be
performed or complied with by Sealant  prior to or at the Closing.  PowerChannel
shall be furnished with a certificate,  signed by a duly  authorized  officer of
Sealant and dated the Closing Date, to the foregoing effect.

         Section 5.2 Director Approval.  The Board of Directors of Sealant shall
have approved this Agreement and the transactions contemplated herein.

         Section  5.3  Officer's  Certificate.   PowerChannel  shall  have  been
furnished  with a  certificate  dated  the  Closing  Date and  signed  by a duly
authorized  officer of Sealant to the effect that: (a) the  representations  and
warranties of Sealant set forth in the Agreement and in all Exhibits,  Schedules
and  other  documents  furnished  in  connection  herewith  are in all  material
respects  true and  correct as if made on the  Effective  Date;  (b) Sealant has
performed all covenants, satisfied all conditions, and complied





<PAGE>





with all other terms and provisions of this Agreement to be performed, satisfied
or complied with by it as of the Effective  Date;  (c) since such date and other
than as previously  disclosed to PowerChannel,  Sealant has not entered into any
material transaction other than transactions which are usual and in the ordinary
course if its business;  and (d) no  litigation,  proceeding,  investigation  or
inquiry is pending or, to the best knowledge of Sealant, threatened, which might
result in an action to enjoin or prevent the  consummation  of the  transactions
contemplated  by this  Agreement  or, to the extent not disclosed in the Sealant
Schedules,  by or against  Sealant  which might result in any  material  adverse
change in any of the assets, properties, business or operations of Sealant.

         Section 5.4 Shareholder  Vote.  Michael Fasci, a holder of the majority
of the issued and outstanding  shares of Sealant agrees to vote in favor of this
Agreement.

         Section  5.5 Amend to  Articles of  Incorporation  and  Capitalization.
Prior to the Closing Date,  Sealant will amend its Articles of  Incorporation to
change  its  corporate  name  and  capitalization  in a manner  satisfactory  to
PowerChannel.

         Section  5.6 No Material  Adverse  Change.  Prior to the Closing  Date,
there shall not have  occurred  any  material  adverse  change in the  financial
condition,  business or operations  of nor shall any event have occurred  which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of Sealant .

         Section 5.7 Other Items.  PowerChannel shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as PowerChannel may reasonably request.

                                   ARTICLE VI
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SEALANT

         The  obligations  of Sealant  under this  Agreement  are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:

         Section  6.1  Accuracy  of  Representations.  The  representations  and
warranties  made by PowerChannel in this Agreement were true when made and shall
be true as of the Closing  Date  (except for changes  therein  permitted by this
Agreement)  with  the same  force  and  effect  as if such  representations  and
warranties were made at and as of the Closing Date, and PowerChannel  shall have
performed  and  complied  with all  covenants  and  conditions  required by this
Agreement to be performed or complied  with by  PowerChannel  prior to or at the
Closing. Sealant shall have been furnished with a certificate,  signed by a duly
authorized  executive officer of PowerChannel and dated the Closing Date, to the
foregoing effect.

         Section 6.2 Director  Approval.  The Board of Directors of PowerChannel
shall have approved this Agreement and the transactions contemplated herein.

         Section 6.3 Officer's  Certificate.  Sealant shall be furnished  with a
certificate  dated the Closing date and signed by a duly  authorized  officer of
PowerChannel  to the effect that:  (a) the  representations  and  warranties  of
PowerChannel set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; and (b) PowerChannel had performed all
covenants, satisfied





<PAGE>





all  conditions,  and  complied  with all  other  terms  and  provisions  of the
Agreement to be performed,  satisfied or complied with by it as of the Effective
Date.

         Section  6.4 No Material  Adverse  Change.  Prior to the Closing  Date,
there shall not have  occurred  any  material  adverse  change in the  financial
condition,  business or operations  of nor shall any event have occurred  which,
with the lapse of time or the giving of notice, may cause or create any material
adverse   change  in  the  financial   condition,   business  or  operations  of
PowerChannel.

                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 7.1 Brokers and Finders.  Each party hereto  hereby  represents
and warrants that it is under no obligation,  express or implied, to pay certain
finders  in  connection  with  the  bringing  of  the  parties  together  in the
negotiation,  execution,  or consummation  of this  Agreement.  The parties each
agree to  indemnify  the other  against  any claim by any third  person  for any
commission,  brokerage  or finder's  fee or other  payment  with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding  between the indemnifying party and such third person,  whether
express or implied from the actions of the indemnifying party.

         Section  7.2 Law,  Forum  and  Jurisdiction.  This  Agreement  shall be
construed and  interpreted in accordance  with the laws of the State of Florida,
United States of America.

         Section 7.3 Notices.  Any notices or other  communications  required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by  registered  mail or  certified  mail,  postage  prepaid,  or by prepaid
telegram addressed as follows:


         If to Sealant:         29 Abbey Lane
                                Middleboro, Massachusetts 02346


         If to PowerChannel:    16 North Main Street, Suite 395
                                New City, New Yrk 10956

or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.

         Section 7.4 Attorneys' Fees. In the event that any party institutes any
action or suit to enforce this  Agreement  or to secure  relief from any default
hereunder or breach hereof,  the breaching  party or parties shall reimburse the
non-breaching party or parties for all costs,  including  reasonable  attorneys'
fees,  incurred in  connection  therewith  and in  enforcing or  collecting  any
judgment rendered therein.

         Section 7.5  Confidentiality.  Each party hereto  agrees with the other
party that,  unless and until the  transactions  contemplated  by this Agreement
have  been  consummated,  they and  their  representatives  will  hold in strict
confidence  all data and  information  obtained with respect to another party or
any subsidiary thereof from any representative,  officer,  director or employee,
or from any books





<PAGE>





or records or from personal  inspection,  of such other party, and shall not use
such data or  information  or disclose  the same to others,  except:  (i) to the
extent  such data is a matter of public  knowledge  or is  required by law to be
published;  and (ii) to the extent that such data or information must be used or
disclosed  in  order  to  consummate  the  transactions   contemplated  by  this
Agreement.

         Section 7.6 Schedules;  Knowledge.  Each party is presumed to have full
knowledge of all information set forth in the other party's schedules  delivered
pursuant to this Agreement.

         Section 7.7 Third Party  Beneficiaries.This  contract is solely between
Sealant and  PowerChannel  and except as  specifically  provided,  no  director,
officer,  stockholder,  employee,  agent,  independent  contractor  or any other
person  or  entity  shall be  deemed  to be a third  party  beneficiary  of this
Agreement.

         Section  7.8  Entire  Agreement.This  Agreement  represents  the entire
agreement  between the  parties  relating to the  subject  matter  hereof.  This
Agreement  alone fully and  completely  expresses  the  agreement of the parties
relating to the subject  matter  hereof.  There are no other courses of dealing,
understanding,  agreements,  representations  or  warranties,  written  or oral,
except as set forth  herein.  This  Agreement  may not be amended  or  modified,
except by a written agreement signed by all parties hereto.

         Section 7.9 Survival; Termination. The representations,  warranties and
covenants  of the  respective  parties  shall  survive the Closing  Date and the
consummation of the transactions herein contemplated for 18 months.

         Section 7.10  Counterparts.  This Agreement may be executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.

         Section  7.11  Amendment  or Waiver.  Every  right and remedy  provided
herein shall be cumulative with every other right and remedy,  whether conferred
herein, at law, or in equity, and may be enforced concurrently  herewith, and no
waiver by any party of the  performance  of any obligation by the other shall be
construed as a waiver of the same or any other  default  then,  theretofore,  or
thereafter  occurring or existing.  At any time prior to the Closing Date,  this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the  terms  contained  herein,  and  any  term  or  condition  of this
Agreement may be waived or the time for performance  hereof may be extended by a
writing  signed by the party or  parties  for whose  benefit  the  provision  is
intended.

         Section  7.12  Expenses.  Each  party  herein  shall  bear all of their
respective  cost s and expenses  incurred in connection  with the negotiation of
this Agreement and in the consummation of the  transactions  provided for herein
and the preparation thereof.

         Section  7.13  Headings;  Context.  The  headings of the  sections  and
paragraphs contained in this Agreement are for convenience of reference only and
do not form a part  hereof  and in no way  modify,  interpret  or  construe  the
meaning of this Agreement.

         Section 7.14 Benefit.  This  Agreement  shall be binding upon and shall
inure only to the benefit of the parties  hereto,  and their  permitted  assigns
hereunder.  This Agreement  shall not be assigned by any party without the prior
written consent of the other party.





<PAGE>





         Section  7.15 Public  Announcements.  Except as may be required by law,
neither party shall make any public  announcement  or filing with respect to the
transactions  provided for herein  without the prior  consent of the other party
hereto.

         Section 7.16 Severability.  In the event that any particular  provision
or provisions of this Agreement or the other  agreements  contained herein shall
for any reason hereafter be determined to be  unenforceable,  or in violation of
any law,  governmental order or regulation,  such  unenforceability or violation
shall not  affect the  remaining  provisions  of such  agreements,  which  shall
continue  in full force and effect and be binding  upon the  respective  parties
hereto.

         Section 7.17 Failure of Conditions;  Termination.In the event of any of
the conditions  specified in this Agreement  shall not be fulfilled on or before
the Closing  Date,  either of the parties  have the right  either to proceed or,
upon  prompt  written  notice  to the  other,  to  terminate  and  rescind  this
Agreement.  In such event,  the party that has failed to fulfill the  conditions
specified in this  Agreement  will liable for the other parties legal fees.  The
election to proceed shall not affect the right of such electing party reasonably
to require  the other  party to continue to use its efforts to fulfill the unmet
conditions.

         Section 7.18 No Strict  Construction.  The  language of this  Agreement
shall be construed as a whole, according to its fair meaning and intendment, and
not strictly for or against  either party  hereto,  regardless of who drafted or
was  principally  responsible  for drafting the Agreement or terms or conditions
hereof.

         Section  7.19  Execution  Knowing  and  Voluntary.  In  executing  this
Agreement,  the parties  severally  acknowledge and represent that each: (a) has
fully and carefully read and considered this Agreement;  (b) has been or has had
the  opportunity  to be fully  apprized by its attorneys of the legal effect and
meaning of this document and all terms and conditions  hereof;  (c) is executing
this Agreement voluntarily,  free from any influence,  coercion or duress of any
kind.

         Section  7.20  Amendment.  At any time  after the  Closing  Date,  this
Agreement may be amended by a writing  signed by both  parties,  with respect to
any of the terms contained  herein,  and any term or condition of this Agreement
may be waived or the time for  performance  hereof may be  extended by a writing
signed by the party or parties for whose benefit the provision is intended.





<PAGE>







         IN WITNESS  WHEREOF,  the  corporate  parties  hereto  have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.


ATTEST:
                                     SEALANT  SOLUTIONS, INC.


______________________________       By:   /s/ Michael Fasci
                                           -----------------------------------
ATTEST:                                    POWERCHANNEL.COM, INC.


_________________________            By:   /s/ Steven Lampert
                                           -----------------------------------