Exhibit  10.1

                         COMMON STOCK PURCHASE AGREEMENT

         This AGREEMENT,  entered into as of the 26th day of February,  2004(the
"Agreement"),  by and among the sellers  listed on Schedule  1.1 annexed  hereto
(collectively  referred  hereto  as the  "Sellers"),  the  purchaser  listed  on
Schedule 1.1 annexed hereto (the  "Purchaser") and Treasure  Mountain  Holdings,
Inc., a Nevada corporation ("Treasure Mountain" or the "Company").

         WHEREAS,  the Sellers collectively own an aggregate of 3,239,570 shares
of common stock, par value $.001 per share (the "Common Stock"), of the Company,
representing  approximately  95% of the issued and outstanding  shares of Common
Stock of Treasure Mountain; and

         WHEREAS,  the Purchaser  desires to purchase from the Sellers,  and the
Sellers desire to sell to the Purchaser an aggregate of 2,781,640  shares of the
Company's  Common Stock (the  "Shares") in the amounts set forth in Schedule 1.1
hereto, and upon the terms and conditions hereof.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  herein  contained,  the  Purchasers  and the Sellers hereby agree as
follows:

                                    ARTICLE 1
                               SALE OF THE SHARES

         Section  1.1   Sale of the Shares.  Subject to the terms and conditions
hereof,  each Seller hereby agrees  severally and not jointly to sell,  transfer
and assign to the  Purchaser,  and the Purchaser  hereby agrees to purchase from
the  Sellers,  the Shares,  for an  aggregate  purchase  price of $270,000  (the
"Purchase  Price"),  in the amounts and for the consideration set forth opposite
each Purchaser's  name on Schedule 1.1 hereto.  Certain  capitalized  terms used
herein are defined in Section 9.12 hereof.

                                    ARTICLE 2
                              CLOSING AND DELIVERY

         Section 2.1    Closing  Date.   Upon  the  terms  and  subject  to  the
conditions set forth herein,  the  consummation  of the purchase and sale of the
Shares (the  "Closing")  shall be held at such a date (the  "Closing  Date") and
time as  determined at the mutual  discretion of the Sellers and the  Purchaser;
provided,  however, that the Closing shall occur no later than 30 days after the
conditions  precedent  contained in Article 7 herein have been satisfied  (which
the parties hereto agree shall not be later than February 29, 2004). The Closing
shall  take  place at the  offices  of  Feldman  Weinstein  LLP,  located at 420
Lexington  Avenue,  Suite  2620,  New York,  NY  10170,  or by the  exchange  of
documents and  instruments by mail,  courier,  telecopy and wire transfer to the
extent mutually acceptable to the parties hereto.

         Section 2.2    Delivery at Closing. At the Closing:

         (a) each of the Sellers shall deliver to each of the  Purchasers  stock
certificates  representing the number of shares that the Purchaser is purchasing
hereunder, duly endorsed for transfer to the Purchaser, in the amounts set forth
on Schedule 1.1 hereto,  or, accompanied by stock powers or other instruments of
transfer duly executed to the Purchaser,  and with all requisite  documentary or
transfer tax stamps affixed; and

         (b) the Purchaser  shall  transfer the Purchase Price to Sellers in the
form of certified bank checks or wire transfers  pursuant to the instructions on
Schedule  1.1  hereto,  in the amounts and in the names as set forth on Schedule
1.1 hereto.
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                                    ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

         Except as set forth under the  corresponding  section of the disclosure
schedules  (the  "Disclosure  Schedules")  attached  hereto as  Exhibit A, which
Disclosure Schedules shall be deemed a part hereof, each Seller and the Company,
hereby jointly and severally represent and warrant to the Purchaser that:

         Section 3.1    Existence and Power.  Treasure Mountain is a corporation
duly  incorporated,  validly existing and in good standing under the laws of the
State of Nevada  and has all  corporate  powers and all  governmental  licenses,
authorizations,  permits,  consents  and  approvals  required  to  carry  on its
business as now conducted.  Treasure  Mountain has  heretofore  delivered to the
Purchaser true and complete copies of the Articles of Incorporation, as amended,
and By-laws, each as currently in effect.

         Section 3.2    Authorization;  No Agreements.  The execution,  delivery
and  performance  by  Sellers  of  this  Agreement,  the  performance  of  their
obligations  hereunder,  and the consummation of the  transactions  contemplated
hereby are within the Sellers' powers.  This Agreement has been duly and validly
executed and delivered by each of the Sellers and is a legal,  valid and binding
obligation of each of the Sellers,  enforceable  against them in accordance with
its terms.  The  execution,  delivery  and  performance  by the  Sellers of this
Agreement do not violate any contractual  restriction contained in any agreement
which  binds or affects or purports  to bind or affect any of the  Sellers.  The
Sellers are not parties to any agreement,  written or oral,  creating  rights in
respect of any of such  Shares in any third  party or  relating to the voting of
the Shares.  Sellers are the lawful owners of the Shares,  free and clear of all
security  interest,  liens,  encumbrances,  equities and other charges.  Sellers
represent  that they do not  beneficially  own any other  shares of Common Stock
other than (i) those  Shares  being sold hereby and (ii) an aggregate of 457,930
shares of Common Stock.  Sellers further represent that they do not beneficially
own any options or warrants or other rights to purchase  shares of Common Stock.
There  are no  outstanding  or  authorized  options,  warrants,  rights,  calls,
commitments,  conversion  rights,  rights of exchange or other agreements of any
character, contingent or otherwise, providing for the purchase, issuance or sale
of any of the  Shares,  or any  arrangements  that  require or permit any of the
Shares to be voted by or at the discretion of anyone other than the Sellers, and
there are no restrictions of any kind on the transfer of any of the Shares other
than (a)  restrictions  on transfer  imposed by the  Securities  Act of 1933, as
amended  (the  "Securities  Act"),  (b)  restrictions  on  transfer  imposed  by
applicable  state  securities  or "Blue  Sky"  laws  and (c) or as set  forth by
footnote to Schedule 1.1. Each Seller  acquired its respective  shares of Common
Stock on such date as set forth in Schedule 1.1 attached hereto.

         Section 3.3    Capitalization.

         (a) The  number  of  shares  and  type of all  authorized,  issued  and
outstanding  capital  stock  of the  Company  is  set  forth  in the  Disclosure
Schedules  attached hereto.  All of the issued and outstanding shares of capital
stock of the Company have been duly  authorized and validly issued and are fully
paid and  nonassesasable.  All of the issued and  outstanding  shares of capital
stock of the  Company  have been  offered,  issued  and sold by the  Company  in
compliance with all applicable  federal and state securities laws. No securities
of the Company are entitled to preemptive or similar  rights,  and no Person (as
defined in  Section  9.12  herein)  has any right of first  refusal,  preemptive
right,  right of  participation,  or any  similar  right to  participate  in the
transactions contemplated hereby. Except as a result of the purchase and sale of
the  Shares,  there  are no  outstanding  options,  warrants,  script  rights to


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<PAGE>
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities,  rights or  obligations  convertible  into or  exchangeable  for, or
giving any Person any right to  subscribe  for or acquire,  any shares of Common
Stock, or contracts,  commitments,  understandings  or arrangements by which the
Company is or may become bound to issue  additional  shares of Common Stock,  or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
The issuance and sale of the  Securities  will not obligate the Company to issue
shares  of  Common  Stock or other  securities  to any  Person  (other  than the
Purchaser)  and shall not result in a right of any holder of Company  securities
to  adjust  the  exercise,  conversion,  exchange  or  reset  price  under  such
securities.

         (b) There are no outstanding  obligations,  contingent or otherwise, of
Treasure Mountain to redeem,  purchase or otherwise acquire any capital stock or
other securities of Treasure Mountain.

         (c)  There  are no  shareholder  agreements,  voting  trusts  or  other
agreements or understandings to which Treasure Mountain or any Seller is a party
or by which it is bound  relating  to the  voting of any  shares of the  capital
stock of Treasure Mountain.

         (e) The Shares shall be duly authorized for issuance, when delivered in
accordance with the terms of this Agreement,  and shall be validly issued, fully
paid and  non-assessable  and the transfer  thereof  shall not be subject to any
preemptive or other similar right.

         Section 3.4    Subsidiaries.  Treasure Mountain has no subsidiaries and
does not own or control, directly or indirectly,  any shares of capital stock of
any other  corporation  or any interest in any  partnership,  limited  liability
company, joint venture or other non-corporate business enterprise.

         Section 3.5    Financial Statements.

         (a) SEC  Reports;  Financial  Statements.  The  Company  has  filed all
reports  required to be filed by it under the  Securities Act and the Securities
Exchange Act (the  "Exchange  Act") of 1934, as amended,  including  pursuant to
Section 13(a) or 15(d) thereof,  since May 2001 (the foregoing  materials  being
collectively  referred to herein as the "SEC  Reports") on a timely basis or has
received  a valid  extension  of such time of filing  and has filed any such SEC
Reports  prior  to the  expiration  of any  such  extension.  The  Sellers  have
identified  and made  available to the Purchaser a copy of all SEC Reports filed
within the 10 days preceding the date hereof.  As of their respective dates, the
SEC Reports  complied in all  material  respects  with the  requirements  of the
Securities  Act  and the  Exchange  Act and the  rules  and  regulations  of the
Securities and Exchange  Commission (the "Commission")  promulgated  thereunder,
and none of the SEC Reports,  when filed,  contained  any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements  of the Company  included in the SEC Reports  comply in all  material
respects with applicable  accounting  requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
("GAAP"),  except as may be otherwise specified in such financial  statements or
the notes  thereto,  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end audit adjustments.

         (b)  Except  as set  forth  in its Form  10-QSB  for the  period  ended
September 30, 2003, Treasure Mountain has not been engaged in any other business
activity since at least January 1, 1998.

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<PAGE>

         (c) Since the date of the filing of its quarterly report on From 10-QSB
for the period ended September 30, 2003, except as specifically disclosed in the
SEC Reports: (i) there has been no event, occurrence or development that has had
or that could  result in a Material  Adverse  Effect (as defined in Section 9.12
herein);  (ii) the Company  has not  incurred  any  liabilities  (contingent  or
otherwise) or amended of any material term of any  outstanding  security;  (iii)
the  Company has not altered  its method of  accounting  or the  identity of its
auditors; (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any
agreements  to  purchase  or redeem any  shares of its  capital  stock;  (v) the
Company  has not  issued any  equity  securities  to any  officer,  director  or
Affiliate  (as defined in Section 9.12  herein) of the Company,  any creation or
other  incurrence by Treasure  Mountain of any lien on any material asset;  (vi)
the  Company  has not made any loan,  advance  or  capital  contributions  to or
investment in any Person; (vii) the Company has not entered into any transaction
or  commitment  made,  or any contract or agreement  entered  into,  by Treasure
Mountain  relating  to  its  business  or  any  of  its  assets  (including  the
acquisition  or  disposition  of any assets) or any  relinquishment  by Treasure
Mountain of any contract or other right;  (viii) the Company has not granted any
severance  or  termination  pay to any  current or former  director,  officer or
employee of Treasure  Mountain,  or  increased  the benefits  payable  under any
existing  severance or  termination  pay policies or  employment  agreements  or
entered into any employment,  deferred  compensation or other similar  agreement
(or any  amendment to any such  existing  agreement)  with any current or former
director,  officer or employee of  Treasure  Mountain;  (ix) the Company has not
established,  adopted or amended  (except as  required  by  applicable  law) any
collective  bargaining,  bonus,  profit sharing,  thrift,  pension,  retirement,
deferred  compensation,  compensation,  stock option,  restricted stock or other
benefit plan or arrangement covering any current or former director,  officer or
employee of Treasure  Mountain;  (x) increased the compensation,  bonus or other
benefits  payable or otherwise made available to any current or former director,
officer or employee of Treasure Mountain;  (xi) the Company has not made any tax
election or any  settlement or compromise of any tax  liability,  in either case
that is material to Treasure Mountain;  or (xii) entered into any transaction by
the Company not in the ordinary course of business.

         Section 3.6    No  Liabilities or Debts.  As of the date hereof,  there
are no liabilities or debts of Treasure Mountain of any kind whatsoever, whether
accrued, contingent, absolute, determined,  determinable or otherwise, and there
is no  existing  condition,  situation  or  set  of  circumstances  which  could
reasonably be expected to result in such a liability or debt.

         Section 3.7    Litigation.  There is no  action,  suit,  investigation,
audit or  proceeding  pending  against,  or to the best  knowledge  of  Treasure
Mountain threatened against or affecting, Treasure Mountain or any of its assets
or properties before any court or arbitrator or any governmental body, agency or
official.  The  Company is not  subject to any  outstanding  judgment,  order or
decree.  Neither the Company, nor any officer, key employee or 5% stockholder of
the Company in his, her or its  capacity as such,  is in default with respect to
any  order,  writ,  injunction,   decree,  ruling  or  decision  of  any  court,
commission,  board or any other government agency. The Commission has not issued
any stop order or other order  suspending the  effectiveness of any registration
statement filed by the Company under the Exchange Act or the Securities Act.

         Section 3.8    Taxes. (a) Treasure Mountain has (i) duly filed with the
appropriate  taxing  authorities all tax returns required to be filed by or with
respect to its  business,  or are properly on extension  and all such duly filed
tax returns are true,  correct and complete in all material  respects,  and (ii)
paid in full or made adequate provisions for on its balance sheet (in accordance
with GAAP) all Taxes (as defined in Section 9.12 herein) shown to be due on such
tax returns.  There are no liens for Taxes upon the assets of Treasure  Mountain
except for  statutory  liens for current  Taxes not yet due and payable or which

                                       4
<PAGE>

may  thereafter  be paid without  penalty or are being  contested in good faith.
Treasure  Mountain has not received any notice of audit,  is not  undergoing any
audit of its tax returns, or has received any notice of deficiency or assessment
from any taxing  authority  with respect to liability  for Taxes of its business
which has not been fully paid or finally settled.  There have been no waivers of
statutes of  limitations  by Treasure  Mountain with respect to any tax returns.
Treasure  Mountain has not filed a request with the Internal Revenue Service for
changes in  accounting  methods  within the last three years which  change would
effect the accounting for tax purposes, directly or indirectly, of its business.
Treasure  Mountain  has not  executed an  extension  or waiver of any statute of
limitations  on the  assessment or collection of any Taxes due  (excluding  such
statutes  that  relate to years  currently  under  examination  by the  Internal
Revenue Service or other  applicable  taxing  authorities)  that is currently in
effect.

         Section 3.9    Internal  Accounting  Controls;  Sarbanes-Oxley  Act  of
2002. The Company is in compliance with the  requirements of the  Sarbanes-Oxley
Act of 2002  applicable  to it as of the date  hereof.  The Company  maintains a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
general or specific authorizations,  (ii) transactions are recorded as necessary
to permit  preparation  of financial  statements in conformity  with GAAP and to
maintain  asset  accountability,  (iii)  access to assets is  permitted  only in
accordance with  management's  general or specific  authorization,  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.  The Company has established disclosure controls and procedures (as
defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the Company and
designed  such  disclosures  controls  and  procedures  to ensure that  material
information relating to the Company, is made known to the certifying officers by
others  within  those  entities,  particularly  during  the  period in which the
Company's  Form  10-KSB or 10-QSB,  as the case may be, is being  prepared.  The
Company's  certifying officers have evaluated the effectiveness of the Company's
controls  and  procedures  as of the date of its most  recently  filed  periodic
report (such date, the  "Evaluation  Date").  The Company  presented in its most
recently filed periodic report the conclusions of the certifying  officers about
the  effectiveness  of the  disclosure  controls and  procedures  based on their
evaluations as of the Evaluation  Date.  Since the Evaluation  Date,  there have
been no significant  changes in the Company's internal controls (as such term is
defined in Item  307(b) of  Regulation  S-K under the  Exchange  Act) or, to the
Company's  knowledge,  in other  factors  that  could  significantly  affect the
Company's internal controls.

         Section 3.10   Solvency; Indebtedness. Based on the financial condition
of the  Company  as of the  Closing  Date:  (i) the fair  saleable  value of the
Company's  assets  exceeds  the amount that will be required to be paid on or in
respect of the Company's  existing debts and other liabilities  (including known
contingent  liabilities)  as they  mature;  (ii)  the  Company's  assets  do not
constitute  unreasonably  small capital to carry on its business for the current
fiscal  year as now  conducted  and as proposed to be  conducted  including  its
capital needs taking into account the  particular  capital  requirements  of the
business  conducted by the  Company,  and  projected  capital  requirements  and
capital  availability  thereof;  and (iii) the current cash flow of the Company,
together with the proceeds the Company would  receive,  were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be  sufficient to pay all amounts on or in respect of its debt when such amounts
are  required to be paid.  The Company does not intend to incur debts beyond its
ability to pay such debts as they  mature  (taking  into  account the timing and
amounts of cash to be payable on or in respect of its debt).  The Company has no
knowledge  of any facts or  circumstances  which lead it to believe that it will
file for  reorganization  or liquidation  under the bankruptcy or reorganization


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<PAGE>

laws of any  jurisdiction  within one (1) year from the  Closing  Date.  The SEC
Reports set forth as of the dates thereof all outstanding  secured and unsecured
Indebtedness of the Company,  or for which the Company has commitments.  For the
purposes of this  Agreement,  "Indebtedness"  shall mean (a) any liabilities for
borrowed  money or amounts owed in excess of $50,000  (other than trade accounts
payable  incurred  in the  ordinary  course of  business),  (b) all  guaranties,
endorsements  and other contingent  obligations,  whether or not the same are or
should be reflected in the Company's balance sheet or the notes thereto,  except
guaranties by endorsement of negotiable instruments for deposit or collection in
the ordinary course of business, and (c) the present value of any lease payments
in excess of $50,000 due under leases  required to be  capitalized in accordance
with GAAP.  The Company is not in default with respect to any  Indebtedness.  At
the  Closing,  there  will  be  no  outstanding   liabilities,   obligations  or
indebtedness of the Company whatsoever.

         Section 3.11   No Brokers. No brokerage or finder's fees or commissions
are or will be  payable  by the  Company  to any  broker,  financial  advisor or
consultant,  finder,  placement agent,  investment banker,  bank or other Person
with respect to the transactions contemplated by this Agreement, and the Company
has not taken any action  that would  cause any  Purchaser  to be liable for any
such fees or  commissions.  The Company agrees that the Purchaser  shall have no
obligation  with respect to any fees or with respect to any claims made by or on
behalf of any Person for fees of the type  contemplated by this Section with the
transactions contemplated by this Agreement.

         Section  3.12  Disclosure.  The Company and each Seller  confirms  that
neither it nor any other  Person  acting on its behalf has  provided  any of the
Purchaser  or its agents or counsel with any  information  that  constitutes  or
might constitute material,  nonpublic  information.  The Company and each Seller
understand   and  confirm  that  the  Purchaser   will  rely  on  the  foregoing
representations  in effecting  transactions  in securities  of the Company.  All
disclosure provided to the Purchaser regarding the Company, its business and the
transactions  contemplated  hereby,  including the Disclosure  Schedules to this
Agreement,  furnished  by or on  behalf  of  the  Company  with  respect  to the
representations  and warranties made herein are true and correct with respect to
such representations and warranties and do not contain any untrue statement of a
material fact or omit to state any material fact  necessary in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made, not misleading. The Company and each Seller acknowledge and agree that the
Purchaser  has not made,  nor is the  Purchaser  making any  representations  or
warranties with respect to the transactions contemplated hereby other than those
specifically set forth herein.

         Section 3.13   No Disagreements with Accountants and Lawyers. There are
no disagreements of any kind presently  existing,  or reasonably  anticipated by
the Company to arise,  between the accountants and lawyers formerly or presently
employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers.

         Section 3.14   No Conflicts. The execution, delivery and performance of
this Agreement and the transactions contemplated hereby do not and will not: (i)
conflict with or violate any provision of the Company's  Certificate or Articles
of Incorporation,  By-laws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination,  amendment,  acceleration or cancellation  (with or without notice,
lapse  of time or  both)  of,  any  agreement,  credit  facility,  debt or other
instrument  (evidencing a Company debt or otherwise) or other  understanding  to
which the Company is a party or by which any property or asset of the Company is
bound or affected, or (iii) result, in a violation of any law, rule, regulation,
order,  judgment,  injunction,  decree  or  other  restriction  of any  court or
governmental  authority to which the Company is subject  (including  federal and

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<PAGE>

state securities laws and regulations), or by which any property or asset of the
Company is bound or  affected;  except in the case of each of  clauses  (ii) and
(iii), such as could not, individually or in the aggregate,  have or result in a
Material Adverse Effect.

         Section 3.15   Filings,  Consents and  Approvals.  Neither the Sellers,
nor the Company is  required to obtain any  consent,  waiver,  authorization  or
order of, give any notice to, or make any filing or registration with, any court
or other federal,  state, local or other governmental  authority or other Person
in connection with the execution, delivery and performance of this Agreement.

         Section 3.16   Compliance.  The Company: (i) is not in default under or
in violation of (and no event has occurred  that has not been waived that,  with
notice  or lapse of time or both,  would  result  in a  default  by the  Company
under),  nor has the  Company  received  notice of a claim that it is in default
under or that it is in violation of, any indenture,  loan or credit agreement or
any other  agreement or  instrument to which it is a party or by which it or any
of its  properties  is bound  (whether or not such default or violation has been
waived),  (ii) is not in  violation  of any order of any  court,  arbitrator  or
governmental body, or (iii) is not and has not been in violation of any statute,
rule or regulation of any governmental  authority,  except in each case as could
not,  individually  or in the  aggregate,  have or result in a Material  Adverse
Effect.

         Section 3.17   Transactions  With  Affiliates and Employees.  Except as
required to be set forth in the SEC  Reports,  none of the officers or directors
of the Company and, to the knowledge of the Sellers,  none of the  Affiliates or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  (other  than  for  services  as  employees,  officers  and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the  knowledge  of the Company,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

         Section  3.18  Assets.  Except  as set  forth in the SEC  Reports,  the
Company has no assets,  including,  without limitation,  goodwill,  assets, real
property,  tangible personal property,  intangible personal property, rights and
benefits  under  contracts  and cash.  All  Company  leases for real or personal
property,  are in good  standing,  valid and effective in accordance  with their
respective  terms,  and  there is not  under any of such  leases,  any  existing
material  default or event of default  (or event  which with  notice or lapse of
time,  or both,  would  constitute  a material  default).  The  Company is not a
guarantor of any indebtedness of any other person,  firm or corporation.  Except
as set forth in the SEC  Reports,  the  Company has not had engaged in any other
business operations since at least January 1, 1998.

         Section 3.19   Investment  Company/Investment  Advisor. The business of
the Company does not require it to be  registered  as an  investment  company or
investment  advisor,  as such terms are defined under the Investment Company Act
and the Investment Advisors Act of 1940.

         Section 3.20   Environmental Matters. The Company has complied with all
applicable  Environmental  Laws (as  defined  below)  except for  violations  of
Environmental  Laws that,  individually  or in the  aggregate,  have not had and
would not reasonably be expected to have a Material Adverse Effect.  There is no
pending or threatened civil or criminal litigation, written notice of violation,
formal  administrative  proceeding,  or  investigation,  inquiry or  information
request by any Governmental Entity,  relating to any Environmental Law involving
the Company. For purposes of this Agreement,  "Environmental Law" shall mean any
federal,  state or local  law,  statute,  rule or  regulation  or the common law

                                       7
<PAGE>

relating to the  environment or  occupational  health and safety,  including any
statute,  regulation,  administrative  decision  or  order  pertaining  to:  (i)
treatment, storage, disposal, generation and transportation of industrial, toxic
or hazardous  materials or  substances  or solid or hazardous  waste;  (ii) air,
water and noise pollution;  (iii) groundwater and soil  contamination;  (iv) the
release or  threatened  release into the  environment  of  industrial,  toxic or
hazardous  materials  or  substances,  or solid or  hazardous  waste,  including
emissions,  discharges,  injections,  spills,  escapes or dumping of pollutants,
contaminants  or chemicals;  (v) the  protection  of wild life,  marine life and
wetlands,  including all endangered and threatened species;  (vi) storage tanks,
vessels,   containers,   abandoned  or   discarded   barrels  and  other  closed
receptacles;  (vii) health and safety of employees and other persons; and (viii)
manufacturing,  processing,  using, distributing,  treating, storing, disposing,
transporting  or handling of materials  regulated  under any law as  pollutants,
contaminants,  toxic or hazardous  materials or  substances  or oil or petroleum
products or solid or hazardous  waste.  As used above,  the terms  "release" and
"environment"  shall have the  meaning  set forth in the  federal  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  as amended
(CERCLA).

         Section 3.21   Informed Decision. Each Seller is aware of the Company's
business  affairs  and  financial  condition  and has  reached an  informed  and
knowledgeable decision to sell its respective portion of the Shares.

         Section 3.22   Trading With the Enemy Act;  Patriot Act. No sale of the
Company's  securities  nor the  Company's use of the proceeds from such sale has
violated  the  Trading  with the Enemy Act,  as  amended,  or any of the foreign
assets  control  regulations of the United States  Treasury  Department (31 CFR,
Subtitle B,  Chapter V, as amended) or any  enabling  legislation  or  executive
order relating thereto. Without limiting the foregoing, the Company (a) is not a
person whose property or interests in property are blocked pursuant to Section 1
of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions  With Persons Who Commit,  Threaten to Commit, or Support Terrorism
(66 Fed.  Reg.  49079  (2001))  and (b)  does  not  engage  in any  dealings  or
transactions,  or be otherwise associated,  with any such person. The Company is
in  compliance  with the USA  Patriot Act of 2001  (signed  into law October 26,
2001).

         Section 3.23   Listing on the OTCBB.  The capital  stock of the Company
has been  approved  for  listing on the Over  -The-Counter  Bulletin  Board (the
"OTCBB") and the Company has and continues to satisfy all of the requirements of
the OTCBB for such listing and for the trading of its capital stock thereunder.

                                    ARTICLE 4
                        REPRESENTATIONS OF THE PURCHASER

         The Purchasers represents and warrants to the Sellers, as follows:

         Section  4.1   Execution  and  Delivery.  The  execution,  delivery and
performance  by the  Purchasers  of this  Agreement  are within the  Purchaser's
powers and do not violate any contractual restriction contained in any agreement
which binds or affects or purports to bind or affect the Purchaser.

         Section 4.2    Binding  Effect.  This  Agreement,   when  executed  and
delivered by the Purchaser  shall be irrevocable  and will constitute the legal,
valid  and  binding  obligations  of  the  Purchaser   enforceable  against  the
Purchasers in accordance with its terms,  except as may be limited by applicable
bankruptcy,  insolvency,  moratorium  and  other  laws  of  general  application
affecting enforcement of creditors' rights generally.

                                       8
<PAGE>

         Section 4.3    Investment  Purpose.  The Purchaser  understands that no
federal or state  agency has made any  finding or  determination  regarding  the
fairness of the Shares for investment,  or any  recommendation or endorsement of
an  investment  in the  Shares.  Thee  Purchaser  hereby  represents  that it is
purchasing  the Shares for their own account,  with the intention of holding the
Shares,  with no present intention of dividing or allowing others to participate
in this  investment  or of  reselling or  otherwise  participating,  directly or
indirectly,  in a  distribution  of the  Shares,  and  shall  not make any sale,
transfer,  or pledge thereof without  registration  under the Securities Act and
any  applicable   securities   laws  of  any  state  unless  an  exemption  from
registration is available under those laws.

         Section 4.4    Investment Representation. The Purchaser represents that
it has  adequate  means of providing  for its current  needs and has no need for
liquidity in this investment in the Shares. Each Purchaser represents that it is
an  "Accredited  Investor" as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act. The Purchaser has no reason to anticipate any material
change in its financial  condition for the foreseeable  future. The Purchaser is
financially  able to bear the economic  risk of this  investment,  including the
ability to hold the Shares indefinitely or to afford a complete loss of his, her
or its investment in the Shares.  The Purchaser  represents that the Purchaser's
overall  commitment  to  investments  which are not  readily  marketable  is not
disproportionate to the Purchaser's net worth, and the Purchaser's investment in
the Shares will not cause such overall commitment to become excessive.

         Section 4.5    No Intent to Resell. The Purchaser  understands that the
statutory basis on which the Shares are being sold to the Purchaser would not be
available if the  Purchaser's  present  intention  were to hold the Shares for a
fixed period or until the occurrence of a certain event. The Purchaser  realizes
that in the view of the  Commission,  a  purchase  now with a present  intent to
resell by reason of a foreseeable specific contingency or any anticipated change
in the market value, or in the condition of the Company, or that of the industry
in which  the  business  of the  Company  is  engaged  or in  connection  with a
contemplated  liquidation,  or  settlement of any loan obtained by the Purchaser
for the  acquisition of the Shares,  and for which such Shares may be pledged as
security or as donations to religious or charitable institutions for the purpose
of securing a deduction  on an income tax return,  would,  in fact,  represent a
purchase with an intent  inconsistent with the Purchaser's  representations  and
the  Commission  would then regard  such sale as a sale for which the  exemption
from registration is not available.

         Section 4.6    Investment Experience.  The Purchaser has such knowledge
and experience in financial and business  matters as to be capable of evaluating
the merits and risks of an investment in the Shares.

         Section 4.7    Opportunity  to Ask  Questions.  The Purchaser has had a
full and fair  opportunity to make  inquiries  about the terms and conditions of
this  Agreement,  to  discuss  the same  and all  related  matters  with his own
independent  counsel,  his own accountants and tax advisers.  The Purchasers has
been given the opportunity to ask questions of, and receive answers from Sellers
concerning  the terms  and  conditions  of this  Agreement  and to  obtain  such
additional  written  information  about  Treasure  Mountain  to the extent  that
Sellers possesses such information or can acquire it without unreasonable effort
or expense. Notwithstanding the foregoing, the Purchaser has had the opportunity
to conduct its own independent investigation. The Purchaser acknowledges that it
has  received  no  representations  or  warranties  from the Sellers or Treasure
Mountain in making this  investment  decision  other than as expressly set forth
herein.

                                       9
<PAGE>

         Section 4.8    Legends.    The   Purchaser    acknowledges   that   the
certificates  for the  securities  comprising  the Shares which  Purchaser  will
receive will contain the following legends substantially as follows, but only if
such certificates currently contain such a legend:

                  "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,  HYPOTHECATED  OR
                  OTHERWISE  DISPOSED  OF UNTIL A  REGISTRATION  STATEMENT  WITH
                  RESPECT  THERETO IS DECLARED  EFFECTIVE UNDER SUCH ACT, OR THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN
                  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF SUCH ACT IS
                  AVAILABLE."

                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

         Section 5.1    Public  Company  Status.  The Company shall make any and
all  necessary  filings  under the  Exchange  Act so that it remains a reporting
company  under  the  Exchange  Act  and  its  Common  Stock  continues  to  be a
publicly-traded security.

         Section 5.2    Listing of Common  Stock.  The  Company  shall cause the
Common Stock of Treasure  Mountain to continue to be approved for listing on the
OTCBB.

                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

         The parties hereto agree that:

         Section 6.1    Public  Announcements.  The  Sellers  and the  Purchaser
shall  consult  with each other before  issuing any press  release or making any
public statement with respect to this Agreement or the transactions contemplated
hereby and, except as may be required by applicable law, will not issue any such
press release or make any such public  statement prior to such  consultation and
without the consent of the other party.

         Section 6.2    Notices  of Certain  Events.  In  addition  to any other
notice required to be given by the terms of this Agreement,  each of the parties
shall promptly notify the other party hereto of:

         (a) any notice or other communication from any Person alleging that the
consent  of such  Person is or may be  required  in  connection  with any of the
transactions contemplated by this Agreement;

         (b)  any  notice  or  other  communication  from  any  governmental  or
regulatory agency or authority in connection with the transactions  contemplated
by this Agreement; and

         (c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge  threatened against,  relating to or involving or otherwise
affecting such party that, if pending on the date of this Agreement,  would have
been required to have been disclosed  pursuant to Section 3 or Section 4 (as the
case may be) or that relate to the consummation of the transactions contemplated
by this Agreement.

         Section 6.3    Access to Information  Following the date hereof,  until
consummation of all transactions  contemplated hereby, the Sellers shall give to
the Purchaser,  its counsel,  financial advisers,  auditors and other authorized
representatives reasonable access to the offices, properties, books and records,
financial   and  other  data  and   information   as  the   Purchaser   and  its
representatives may reasonably request.

                                       10
<PAGE>
                                    ARTICLE 7
                              CONDITIONS PRECEDENT

         Section  7.1   Conditions  of  Obligations  of  the   Purchasers.   The
obligations  of the Purchaser are subject to the  satisfaction  of the following
conditions,  any or all of  which  may be  waived  in  whole  or in  part by the
Purchaser:

         (a)  Representations  and Warranties.  Each of the  representations and
warranties of the Sellers and the Company set forth in this  Agreement  shall be
true and correct in all material  respects as of the date of this  Agreement and
(except to the extent such representations and warranties speak as of an earlier
date) as of the Closing Date as though made on and as of the Closing Date.

           (b) Compliance  Certificate.  The Chief Executive Officer of Treasure
Mountain   shall  deliver  to  the  Purchasers  at  the  Closing  a  certificate
certifying:  (i) that there has been no material adverse change in the business,
affairs, prospects, operations,  properties, assets or conditions of the company
since the date of this  Agreement;  (ii)  that  attached  thereto  is a true and
complete copy of Treasure Mountain's  Articles of Incorporation,  as amended, as
in effect at the Closing; and (iii) that attached thereto is a true and complete
copy of its By-laws as in effect at the Closing;

         (c) Good Standing  Certificates.  The Company shall have  furnished the
Purchaser with good standing and existence certificates for Treasure Mountain in
its jurisdiction of incorporation and such other  jurisdictions as the Purchaser
reasonably requests.

         (d) Certified List of Record Holders. The Purchaser shall have received
a current  certified  list from the Treasure  Mountain's  transfer  agent of the
holders of record of Treasure Mountain's Common Stock.

         (e) Board of Directors  Resolutions.  The Purchaser shall have received
executed  resolutions of the Board of Directors of Treasure  Mountain  approving
the transactions contemplated herein.

         (f) Performance. The Sellers shall have performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied with by it on or before the Closing.

         Section 7.2    Conditions   of   Obligations   of  the   Sellers.   The
obligations  of the Sellers to effect the sale of the Shares are subject to each
of the  representations  and  warranties  of the  Purchaser  set  forth  in this
Agreement  shall be true and correct in all material  respects as of the date of
this  Agreement and (except to the extent such  representations  and  warranties
speak as of an earlier  date) as of the Closing Date as though made on and as of
the Closing Date. Such condition may be waived in whole or in part by all of the
Sellers.

                                    ARTICLE 8
                                   TERMINATION

         Section 8.1    Termination.  This  Agreement may be terminated  and the
purchase  and sale of the  Shares  may be  abandoned  at any  time  prior to the
Closing:

         (a) by mutual written consent of the parties hereto;

         (b) by either the Sellers or the  Purchaser  if the  Closing  shall not
have  occurred on or before  February 29, 2004 (unless the failure to consummate
the  transactions  by such date  shall be due to the action or failure to act of
the party seeking to terminate this Agreement);

                                       11
<PAGE>

         (c) by the  Purchaser if (i) Sellers shall have failed to comply in any
material  respect  with any of the  covenants  or  agreements  contained in this
Agreement  to  be  complied   with  or   performed  by  Sellers;   or  (ii)  any
representations  and  warranties  of Sellers and the Company  contained  in this
Agreement shall not have been true when made or on and as of the Closing Date as
if  made on and as of  Closing  Date  (except  to the  extent  it  relates  to a
particular  date);  or (iii) they are not  satisfied  with  their due  diligence
review of the Sellers and the Company; or

         (d) by Sellers if (i) the Purchaser  shall have failed to comply in any
material  respect  with any of the  covenants  or  agreements  contained in this
Agreement to be complied with or performed by them; or (ii) any  representations
and warranties of the Purchaser  contained in this Agreement shall not have been
true when made or on and as of the Closing Date.

         Section 8.2    Effect of  Termination.  In the event of the termination
of this  Agreement  pursuant to this Article 8, all further  obligations  of the
parties under this Agreement shall  forthwith be terminated  without any further
liability of any party to the other parties.  Nothing  contained in this Section
8.2 shall relieve any party from liability for any breach of this Agreement.

                                    ARTICLE 9
                                  MISCELLANEOUS

         Section 9.1    Notices. All notices,  requests and other communications
to any party  hereunder  shall be in writing  and either  delivered  personally,
telecopied or sent by certified or registered mail, postage prepaid,

                           If to the  Sellers:

                           George I.  Norman III
                           c/o  Treasure Mountain Holdings, Inc
                           1390 South 1100 East Suite 204
                           Salt Lake City, Utah 84111
                           Facsimile: 801-583-5424

                           Lane Clissold
                           c/o Treasure Mountain Holdings, Inc
                           1390 South 1100 East Suite 204
                           Salt Lake City, Utah 84111
                           Facsimile: 801-583-5424

                           Raven Clissold
                           2129 East Wilson Avenue
                           Salt Lake City, UT 84108

With a copy to:            Leonard E. Neilson
                           Attorney at Law
                           8160 South Highland Drive
                           Suite 209
                           Sandy, UT 84093
                           Facsimile: 801-733-0808

If to Purchasers:          Scimitar Holdings, LLC
                           c/o Spencer Trask & Co., Inc.
                           535 Madison Avenue
                           New York, New York  10022
                           Attn: President
                           Facsimile: 212-319-8457

                                       12
<PAGE>

With a copy to:            Feldman Weinstein LLP
                           420 Lexington Avenue, Suite 2620
                           New York, New York 10170
                           Attn: David N. Feldman
                           Facsimile: 212-997-4242

If to the Company:         Treasure Mountain Holdings, Inc
                           1390 South 1100 East Suite 204
                           Salt Lake City, Utah 84111
                           Attn: George I. Norman III
                           Facsimile: 801-583-5424

With a copy to:            Leonard E. Neilson
                           Attorney at Law
                           8160 South Highland Drive
                           Suite 209
                           Sandy, UT 84093
                           Facsimile: 801-733-0808

or such other address or fax number as such party may hereafter  specify for the
purpose by notice to the other parties  hereto.  All such notices,  requests and
other communications shall be deemed received on the date delivered  personally,
telecopied  or, if  mailed,  five  business  days  after the date of  mailing if
received  prior to 5 p.m. in the place of receipt and such day is a business day
in the place of receipt.  Otherwise,  any such notice,  request or communication
shall be deemed not to have been received until the next succeeding business day
in the place of receipt.

         Section 9.2    Amendments; No Waivers.

         (a) Any  provision  of this  Agreement  with  respect  to  transactions
contemplated  hereby may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed, in the case of an amendment,  by the Sellers
and Purchasers; or in the case of a waiver, by the party against whom the waiver
is to be effective.

         (b) No failure or delay by any party in exercising any right,  power or
privilege  hereunder  shall operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

         Section  9.3   Fees and  Expenses.  All costs and expenses  incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.

         Section 9.4    Successors and Assigns. The provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns;  provided that no party may assign,  delegate
or otherwise  transfer  any of its rights or  obligations  under this  Agreement
without  the  consent of each  other  party  hereto,  but any such  transfer  or
assignment will not relieve the appropriate party of its obligations hereunder.

         Section 9.5    Governing Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to the principles of conflicts of law thereof.

         Section 9.6    Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions  contemplated  hereby may be brought in
any  federal  or  state  court  located  in the  City of New  York,  Borough  of

                                       13
<PAGE>

Manhattan,  and each of the parties hereby consents to the  jurisdiction of such
courts (and of the  appropriate  appellate  courts  therefrom) in any such suit,
action or proceeding and irrevocably  waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit,  action or proceeding in any such court or that any such suit,
action or  proceeding  which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world,  whether within or without the  jurisdiction
of any such  court.  Without  limiting  the  foregoing,  each party  agrees that
service of process on such party as  provided  in Section  9.1.  shall be deemed
effective service of process on such party.

         Section 9.7    Counterparts;   Effectiveness.  This  Agreement  may  be
signed in any number of counterparts,  each of which shall be an original,  with
the same  effect as if the  signatures  thereto  and  hereto  were upon the same
instrument.  This Agreement shall become  effective when each party hereto shall
have received  counterparts hereof signed by all of the other parties hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.

         Section 9.8    Entire  Agreement.  This  Agreement and the Exhibits and
Schedules  hereto  constitute  the entire  agreement  between the  parties  with
respect  to the  subject  matter  of this  Agreement  and  supersedes  all prior
agreements and understandings,  both oral and written,  between the parties with
respect to the subject matter hereof.

         Section 9.9    Captions.   The   captions   herein  are   included  for
convenience  of  reference  only and shall be  ignored  in the  construction  or
interpretation hereof.

         Section  9.10  Severability.   If  any  term,  provision,  covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected,  impaired or  invalidated
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby is not affected in any manner  materially  adverse to any  parties.  Upon
such a  determination,  the parties 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 be consummated as originally contemplated to the fullest extent possible.

         Section  9.11  Specific  Performance.  The  parties  hereto  agree that
irreparable  damage would occur in the event any provision of this Agreement was
not performed in accordance  with the terms hereof and that the parties shall be
entitled to specific  performance  of the terms  hereof in addition to any other
remedy to which they are entitled at law or in equity.

         Section 9.12   Definition and Usage.

         For purposes of this Agreement:

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person, or indirectly  controlling,  controlled by, or under common control with
such Person.

                  "Material  Adverse  Effect" means any effect or change that is
or would be materially adverse to the business,  operations,  assets, prospects,
condition (financial or otherwise) or results of operations of an entity and any
of its subsidiaries, taken as a whole.

                                       14
<PAGE>

                  "Person"  means  an  individual,   corporation,   partnership,
limited liability company,  association,  trust or other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

                  "Taxes" means any and all federal,  state,  local,  foreign or
other  taxes  of any  kind  (together  with  any  and all  interest,  penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by
any taxing authority,  including,  without limitation, taxes or other charges on
or with  respect  to  income,  franchises,  windfall  or  other  profits,  gross
receipts,  sales,  use,  capital stock,  payroll,  employment,  social security,
workers'  compensation,  unemployment  compensation,  or net worth, and taxes or
other charges in the nature of excise, withholding, ad valorem or value added.

         Section 9.13   Survival.  The  representations  and  warranties  herein
shall survive the Closing and delivery of the Shares.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>


         IN WITNESS WHEREOF,  each of the following  individuals has caused this
Agreement to be signed, and each party that is not an individual has caused this
Agreement to be duly executed under seal by its respective  authorized officers,
all as of the day and year first above written.


SELLERS:

/s/ George I. Norman III
--------------------------------------------
George I. Norman III

479,980 Shares


ALEWINE LIMITED LIABILITY COMPANY


By:  /s/ George I. Norman III
    ----------------------------------------
Name:    George I. Norman III
Title:   President & Manager

391,668 Shares


/s/  Lane Clissold
--------------------------------------------
Lane Clissold

1,879,992 Shares


/s/  Raven Clissold
Raven Clissold
--------------------------------------------

30,000 Shares

THE COMPANY:

TREASURE MOUNTAIN HOLDINGS, INC.

By:  /s/ George I. Norman III
    ----------------------------------------
Name:    George I. Norman III
Title:   President


                           [SIGNATURE PAGE CONTINUES]


<PAGE>


         [PURCHASERS' SIGNATURE PAGE TO COMMON STOCK PURCHASE AGREEMENT]


PURCHASER:

SCIMITAR HOLDINGS, LLC

By: Spencer Trask & Co., Inc., its
Member Manager


By:  /s/ William P. Dioguardi
    ----------------------------------------
Name:    William P. Dioguardi
Title:   President







                                       16