Exhibit 2.0
                            STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into on March 19, 2001 by and among Daniel N. Smith and Leslie  Livingston,  and
assigns (collectively the "Buyer"),  BREAKTHROUGH TECHNOLOGY PARTNERS I, INC., a
Delaware corporation ("BTP"), and DOTCOM INTERNET VENTURES LTD. ("Shareholder").

                                   RECITALS:
                                   --------
         A. The Shareholder own five million  (5,000,000)  shares of the $0.0001
par  value  per share  common  stock  (the "BTP  Common  stock")  of BTP,  which
represents 100% of all the outstanding BTP Common Stock.

         B. The Shareholder  desire to sell five million  (5,000,000)  shares of
the  BTP  Common  Stock  (the  "Shares"),  which  represents  100% of all of the
outstanding  BTP Common Stock, in exchange for Twenty Five Thousand (US $25,000)
on terms and conditions set forth herein.

                                   AGREEMENT:
                                   ---------
         NOW,  THEREFORE,  in consideration of the mutual agreements,  covenants
and promises set forth herein for certain other good and valuable consideration,
the receipt and  adequacy  which are hereby  acknowledged,  the parties  hereto,
intending to be legally bound, hereby agree as follows:


         1. STOCK PURCHASE, PURCHASE PRICE AND RELATED TRANSACTIONS
            -------------------------------------------------------

            1.1 Purchase Price and Sale. Buyer shall acquire and the Shareholder
shall sell the Shares to Buyer.

            1.2 Purchase Price. In consideration of the purchase by Buyer of the
Shares,  Buyer shall pay to the  Shareholder at the Closing (as defined  herein)
the aggregate  purchase price of Twenty Five Thousand  Dollars (US  $25,000)(the
"Purchase Price").

            1.3 Closing and Effective  Date. The closing shall take place at the
offices of Robert  Laskowski,  Esq.,  Attorney at Law,  1001  Southwest 5th Ave,
Suite 1300, Portland,  OR 97204 (the "Closing").  The date of the Closing is the
date hereof and is referred to herein as the "Closing Date".

         2. ADDITIONAL AGGREMENTS
            ---------------------

            2.1 Compliance with Obligations.  The Shareholder shall cause BTP to
comply with all obligations of BTP under this Agreement.

            2.2 Confidential  Treatment of Information.  From and after the date
hereof, the parties hereto shall and shall cause the  representatives to hold in
confidence this Agreement (including the Schedules hereto), all matters relating
hereto and all data and  information  obtained with respect to the other parties
and their  business,  except such data or  information  as is  published or is a
matter of public record, or as compelled by legal process.

            2.3 Public  Announcements.  The parties will consult with each other
before issuing any press releases or otherwise  making any public statement with
respect to this Agreement or any of the transactions  contemplated hereby and no
party  will  issue any such  press  release  or make any such  public  statement
without the prior written consent of the other parties, except as may be
<PAGE>
required by law or by the rules and regulations of any governmental authority or
securities exchange.

            2.4 Further Assurances.  The parties shall deliver any and all other
instruments or documents  required to be delivered  pursuant to, or necessary or
proper in order to give effect to, the  provisions of the  Agreement,  including
without  limitations,  all necessary stock powers and such other  instruments of
transfer as may be necessary or desirable to transfer ownership of the Shares to
Buyer and to consummate the transactions contemplated by this Agreement.


        3. REPRENTATIONS, COVENANTS AND WARRANTIES OF THE SHAREHOLDER AND BTP.
           ------------------------------------------------------------------

            To  further  induce  Buyer  to  enter  into  the  Agreement  and  to
consummate the transactions contemplated hereby, BTP and Shareholder each hereby
jointly  and  severally  represent  and  warrant to and  covenant  with Buyer as
follows:

            3.1 Organization and Qualification:  Absence of Subsidiaries. BTP is
a corporation duly organized and validly existing and in good standing under the
laws of the State of Delaware and in any other jurisdiction where  qualification
is necessary or required and has requisite power and authority to own, lease and
operate its  properties  and to carry on its business as it is  currently  being
conducted. BTP is in good standing in the State of Delaware.

            3.2 Capitalization and Related Matters.

               3.2.1 Shares; Capitalization. The authorized capital stock of BTP
consists  solely of  100,000,000  shares of common stock,  $0.0001 par value per
share of which 5,000,000  shares are issued and outstanding and none are held in
its treasury.  All the Shares are owned of record,  legally and  beneficially by
the  Shareholder.  The  Shares  are  free  and  clear  of any and  all  security
interests,   encumbrances,   and  rights  of  any  kind  or  nature   whatsoever
(collectively, "Encumbrances"), and upon delivery of the Shares hereunder, Buyer
will acquire title thereto, fee and clear of any and all Encumbrances.

               There exist no Securities Rights (as defined herein) with respect
to the BTP  Common  Stock.  All  rights  and  powers to vote the Shares are held
exclusively by the  Shareholder.  All of the BTP Common Stock is validly issued,
fully paid and  nonassessable,  was not issued in  violation of the terms of any
agreement  of  other  understanding,  and was  issued  in  compliance  with  all
applicable federal and state securities or "blue sky" laws and regulations.  The
certificated  representing  the Shares to be  delivered  to Buyer at the Closing
are,  and the  signatures  and  endorsements  thereof or stock  powers  relating
thereto  will  be,  valid  and  genuine.  For  the  purposes  of  this  section,
"Securities  Rights" means, with respect to the BTP Common Stock (whether issued
or unissued) or any other  securities  convertible  into or exchangeable for BTP
Common Stock, and includes all written and unwritten contractual rights relating
to the issuance, sale, assignment,  transfer, purchase, redemption,  conversion,
exchange,  registration  or  voting  of the BTP  Common  Stock  and  all  rights
conferred by BTP's governing documents and by any applicable agreement.

               3.2.2 Liabilities and Obligations. BTP has no debt, obligation or
liability,  absolute,  fixed, contingent or otherwise, of any nature whatsoever,
whether due or to become due,  including any unasserted claim,  whether incurred
directly or by any  predecessor  thereto,  and  whether  arising out of any act,
omission, transaction, circumstance, state of facts or other condition.

            3.3 Articles of Incorporation  and By-Laws.  BTP has heretofore made
available to Buyer a complete and correct copy of the Articles of  Incorporation
and the By-Laws of BTP. Such Articles of  Incorporation  and By-Laws are in full
force and effect.
<PAGE>
            3.4 Authority  Relative to This  Agreement.  BTP and Shareholder has
all  necessary  corporate  power and  authority  to  execute  and  deliver  this
Agreement,   to  perform  its  obligations   hereunder  and  to  consummate  the
transactions  contemplated  by this  Agreement.  Shareholder  has full right and
capacity  to  enter  into  this  Agreement  and to  carry  out  his  obligations
hereunder.  The execution  and deliver of the Agreement by BTP and  Shareholder,
the  performances  by  Shareholder  of  their  obligations   hereunder  and  the
consummation by BTP of the transactions contemplated by this Agreement have been
duly authorized by all necessary  action on the part of BTP or such  Shareholder
as are necessary to authorize this  Agreement or to consummate the  transactions
contemplated  by this  Agreement.  This  Agreement  has been  duly  and  validly
executed and delivered by BTP and Shareholder  and constitutes the legal,  valid
and binding  obligations  of BTP and  Shareholder,  enforceable  against BTP and
Shareholder in accordance with its terms,  except as the enforceability  thereof
may be limited by bankruptcy,  insolvency,  reorganization or other similar laws
of general application affecting the enforcement of creditors' rights generally.

            3.5 Financial  Statements.  True and complete  copies of the audited
balance  sheet of BTP for the  fiscal  period  ended as of July  31,  2000  (the
"Balance   Sheet  Date")  and  the  related   audited   statements   of  income,
stockholders'  equity and cash flows for the periods then ended, and the audited
balance sheets of BTP and the related  statements of  operations,  stockholders'
equity and cash flows then ended,  with all related notes and schedule  thereto,
accompanied by the reports thereon by BTP's accountants  (collectively  referred
to herein as the "BTP Financial Statements") have been delivered by BTP. The BTP
Financial  Statements (i) were prepared in accordance  with the books of account
and other financial records of BTP, (ii) present fairly the financial  condition
and  results of  operations  of BTP as of the dates  thereof or for the  periods
covered  thereby,  (iii) have been prepared in accordance with U.S. GAAP (except
as may be indicated in the notes thereto) applied on a basis consistent with the
past  practices  of BTP and (iv)  include all  adjustments  (consisting  only of
normal  recurring  accruals) that are necessary for a fair  presentation  of the
financial  condition  of BTP and the results of the  operation  of BTP as of the
dates thereof or for the periods covered thereby.

            3.6  Absence  of  Litigation.  There is no  legal or  administrative
action or  proceeding  pending  or, to the  knowledge  of BTP or the  individual
Shareholder  after  reasonable  investigation,  threatened  against  BTP  or the
Shares.

            3.7 Taxes. BTP has (a) filed all federal,  state,  local and foreign
tax  returns  required  to be filed  by it  prior to the date of this  Agreement
(taking  into  account  extensions),  and (b) paid or  accrued  and  Taxes.  For
purposes  of this  Agreement,  "Tax" or Taxes"  means any and all  taxes,  fees,
levies,  duties,  tariffs,  imposts and other charges of any kind (together with
any and all interest, penalties, additions to tax and additional amounts imposed
with respect thereto) imposed by any government or taxing authority,  including,
without  limitation:  taxes or  other  charges  on or with  respect  to  income,
franchises,  windfall or other profits,  gross receipts,  property,  sales, use,
capital stock,  payroll,  employment,  social security,  workers'  compensation,
unemployment compensation, or net worth; taxes or other charges in the nature or
excise,  withholding,  ad valerem, stamp, transfer,  value added or gains taxes,
license,  registration and  documentation  fees, and custom duties,  tariffs and
similar charges.

            3.8 Execution; No Inconsistent Agreements; Etc.

               3.8.1 This Agreement is a valid and binding  agreement of BTP and
Shareholder, enforceable against each of them in accordance with its terms.

               3.8.2  The  execution  and  delivery  of  this  Agreement  by the
Shareholder  and  BTP  does  not,  and  the  consummation  of  the  transactions
contemplated hereby will not, constitute a breach or violation of the charter or
by-laws of BTP, or a default under any of the terms,
<PAGE>
conditions  or  provisions of (or an act or omission that would give rise to any
right of termination,  cancellation  or  acceleration  under) any material note,
bond,  mortgage,  lease,  indenture,  agreement  or  obligation  to which BTP or
Shareholder is party,  pursuant to which BTP or Shareholder  otherwise  receives
benefits, or to which any of the properties of BTP or Shareholder is subject.

            3.9 Corporate Records.  The statutory  records,  including the stock
register and minute books of BTP,  fully  reflect all  issuances,  transfers and
redemptions of their capital  stock,  correctly show and will correctly show the
total number of share of its capital  stock issued and  outstanding  on the date
hereof and on the Closing Date,  the charter or other  organizational  documents
and all amendments thereto, and their by-laws as amended and currently in force.

            3.10 Absence of Changes.  Except as described in Schedule 3.10, from
the Balance Sheet Date to the date of this Agreement,  there has been no adverse
change in the business, assets, liabilities,  results of operations or financial
conditions of BTP.

            3.11  Contingencies.   There  are  no  actions,  suits,  claims,  or
proceedings  pending,  or,  to  the  knowledge  of  BTP  and  Shareholder  after
reasonable  investigation,  threatened against, by or affecting BTP in any court
or before any arbitrator or governmental  agency or which could adversely effect
the right or ability of BTP or the  Shareholder to consummate  the  transactions
contemplated   hereby.   To  the  knowledge  of  Shareholder   after  reasonable
investigation,  there is no valid basis upon which any such action, suit, claim,
or proceeding may be commenced or asserted against BTP. There are no unsatisfied
judgments against BTP and no consent decrees or similar  agreements to which BTP
is subject.

            3.12  Environmental  Matters.  Except as disclosed in Schedule 3.12;
(i) BTP is not in violation,  in any material respect,  of any Environmental Law
(as defined herein); and (ii) BTP is not liable or responsible for any clean up,
fines,  liability or expense arising under any Environmental Law, as a result of
the disposal of Wastes or other  materials in or on the property of BTP (whether
owned or leased),  or in or on any other property,  including property no longer
owned,  leased, or used by BTP. As used herein, (a) "Environmental  Laws" means,
collectively,   the  Comprehensive  Environmental  Response,   Compensation  and
Liability Act of 1980, as amended,  the Superfund Amendments and Reauthorization
Act of 1986, the Resource  Conservation  and Recovery Act, the Toxic  Substances
Control Act, as amended,  the Clean Air Act, as amended, the Clean Water Act, as
amended, any other "Superfund" or Superlien" law or other federal, or applicable
state or local statute, law, ordinance, code, rule, regulation,  order or decree
(foreign  or  domestic)  regulating,  relating  to,  or  imposing  liability  or
standards of conduct  concerning,  Wastes, or the environment;  and (b) "Wastes"
means and includes any hazardous, toxic or dangerous waste, liquid, substance or
material  (including  petroleum  products  and  derivatives),   the  generation,
handling,  storage,  disposal,  treatment or emission of which is subject to any
Environmental Law.

            3.13 Full Disclosure.  No  representation  or warranty of BTP or the
Shareholder  contained  in  this  Agreement,  and  none  of  the  statements  or
information  concerning  BTP  contained in this  Agreement  and any Exhibits and
Schedules  hereto,  contains or will contain any untrue  statement of a material
fact nor will such representations, warranties, covenants or statements taken as
a whole omit 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.


        4. REPRESENTATIONS AND WARRANTIES OF BUYER
           ---------------------------------------

        To induce BTP and the  Shareholder  to enter into this Agreement and to
consummate the transactions  contemplated  hereby, Buyer represents and warrants
to and covenants with BTP and the Shareholder as follows:
<PAGE>
            4.1 [INTENTIONALLY OMITTED]

            4.2 Execution; No Inconsistent Agreements;Etc.

               4.2.1  The  execution  and  delivery  of this  Agreement  and the
performance of the transactions  contemplated  hereby have been or will be prior
to the Closing Date duly and validly  authorized  and approved by Buyer and this
Agreement is a valid and binding agreement of Buyer,  enforceable  against Buyer
in  accordance  with its  terms,  except as such  enforcement  may be limited to
bankruptcy  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally, and the availability of equitable remedies.

               4.2.2 The  execution  and delivery of the Agreement by Buyer does
not, and the  consummation  of the  transactions  contemplated  hereby will not,
constitute a breach or violation of the charter  by-laws of Buyer,  or a default
under any of the terms,  conditions or provisions of (or an act or omission that
would give rise to any  termination,  cancellation  or  acceleration  under) any
material note,  bond,  mortgage,  lease,  indenture,  agreement or obligation to
which Buyer or any of its subsidiaries is a party, pursuant to which any of them
otherwise receive benefits, or by which any of their properties may be bound.

               4.2.3  Contingencies.  There are not  actions,  suits,  claims or
proceedings  pending  or,  to  Buyer's  knowledge,  threatened,  against,  by or
affecting  Buyer in any court or before any  arbitrator or  governmental  agency
which could  materially  and  adversely  affect the right or ability of Buyer to
consummate the transactions contemplated hereby.

               4.2.4 Full  Disclosure.  No  representation  or warranty of Buyer
contained  in  this  Agreement,  and  none  of  the  statements  or  information
concerning  Buyer  contains or will  contain any untrue  statement of a material
fact nor will such representations, warranties, covenants or statements taken as
a whole omit 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.

        5. INDEMNIFICATION
           ---------------

            5.1  Indemnification by Shareholder and BTP. Subject to Section 5.3,
the Shareholder and BTP (hereinafter collectively called the "Indemnitor") shall
jointly and severally defend,  indemnify and hold harmless Buyer, its direct and
indirect  parent  corporations,  subsidiaries  (including BTP after Closing) and
affiliates,  their  officers,  directors,   employees  and  agents  (hereinafter
collectively  called  "Indemnitee")  against and in respect of may and all loss,
damage,  liability,  fine,  penalty,  cost  and  expense,  including  reasonable
attorney's  fees and  amounts  paid in  settlement  (collectively,  "Indemnified
Losses"),  suffered or incurred by any  Indemnitee  by reason or, or arising out
of:

               a)  any  misrepresentation,  breach  of  warranty  or  breach  of
non-fulfillment  of any  agreement of any  Shareholder  or BTP contained in this
Agreement or in any certificate,  schedule,  instrument or document delivered to
Buyer by or on behalf of  Shareholder  or BTP pursuant to the  provisions of the
Agreement (without regard to materiality thresholds contained therein); and

               b) any liabilities of BTP of any nature whatsoever (including tax
liability,  penalties and interest),  whether accrued,  absolute,  contingent or
otherwise,  not  reflected  or  reserved  against  in full in the BTP  Financial
Statements.

            5.2  Indemnification  by  Buyer,   Subject  to  Section  5.3,  Buyer
(hereinafter called the "Indemnitor") shall defend,  indemnify and hold harmless
Shareholder and BTP (hereinafter called "Indemnitee")  against and in respect of
any and all loss,  damage,  liability,  cost and  expense,
<PAGE>
including   reasonable   attorney's   fees  and  amounts   paid  in   settlement
(collectively,  "Indemnified  Losses"),  suffered or incurred by  Indemnitee  by
reason of or arising out of:

               a)  any  misrepresentation,  breach  of  warranty  or  breach  or
non-fulfillment  of any material  agreement of Buyer contained in this Agreement
or is any other certificate,  schedule,  instrument or document delivered to the
Shareholder  by or on  behalf  of  Buyer  pursuant  to the  provisions  of  this
Agreement; and

               b) any liabilities of BTP of any nature whatsoever (including tax
liability,  penalties and interest),  whether accrued,  absolute,  contingent or
otherwise arising from Buyer's ownership of BTP after Closing,  but only so long
as such  liability  is not  the  result  of an act or  omission  of BTP,  or any
Shareholder occurring prior to Closing.

            5.3 Limitations on  Indemnification.  The aggregate liability of the
Shareholder  after  Closing for  Indemnified  Losses  shall not exceed an amount
equal to the Purchase Price paid to the Shareholder.  The aggregate liability of
Buyer after Closing for  Indemnified  Losses shall not exceed an amount equal to
the Purchase Price paid to the Shareholder.

        6. MISCELLANEOUS
           -------------

            6.1 Notices.

               6.1.1 All notices,  requests,  demands,  or other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly  given  upon  delivery  if  delivered  in person or if sent by Federal
Express (or other similar  recognized  overnight courier service) to the parties
at the following addresses:

                        a) If to Shareholder:

                           DotCom Internet Ventures Ltd.
                           1422 Chestnut Street, Suite #410
                           Philadelphia PA  19102-2510
                           Attention: William Tay, President

                        b) If to Buyer:

                           32700 Northeast Lesley Road
                           Newburg OR  97132
                           Attention: Daniel N. Smith

                           Or

                           P.O. Box 439060
                           PMB # 109
                           San Diego CA 92143-9060
                           Attention: Leslie Livingston

                           With a copy to:

                           Robert Laskowski, Esq.
                           1001 Southwest 5th Avenue
                           Suite 1300
                           Portland OR  97204
<PAGE>
               6.1.2. Notices may also be given in any other manner permitted by
law,  effective upon actual  receipt.  Any party may change the address to which
notices,  requests,  demands  or other  communications  to such  party  shall be
delivered or mailed by giving notice  thereof to the other parties hereto in the
manner provided herein.

            6.2  Survival.  The  representations,   warranties,  agreements  and
indemnifications  of the parties  contained in this  Agreement or in any writing
delivered  pursuant  to the  provisions  of this  Agreement  shall  survive  any
investigation  heretofore or hereafter made by the parties and the  consummation
of the  transactions  contemplated  herein and shall  continue in full force and
effect and survive after the Closing.

            6.3 Counterparts:  Interpretation. This Agreement may be executed in
any number of counterparts,  each of which shall be deemed an original,  and all
of which shall  constitute one instrument.  This Agreement  supersedes all prior
discussions  and  agreements  between  the parties  with  respect to the subject
matter hereof,  and this Agreement  contains the sole and entire agreement among
the parties  with  respect to the matters  covered  hereby.  All  Schedules  and
Exhibits hereto shall be deemed a part of this  Agreement.  This Agreement shall
not be altered or amended except by a written  instrument signed by or on behalf
of all parties hereto.  No ambiguity in any provision  hereof shall be construed
against  a party by  reason  of the  fact it was  drafted  by such  party or its
counsel.   For  purposes  of  this  Agreement   "herein,"   "hereby,"  "hereof,"
"hereunder,"  "herewith," "hereafter," and "hereinafter" and similar words refer
to this  Agreement in its  entirety,  and not to any  particular  subsection  or
paragraph.  References  to  "including"  means  including  without  limiting the
generality of any description  preceding such term. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties  hereto any rights or remedies  under or by reason
of this Agreement.

            6.4 Governing Law;  Venue.  The validity and effect of the Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the  State of  Delaware,  without  regard to  principles  of  conflicts  of laws
thereof. Any dispute,  controversy or question of interpretation  arising under,
out of, in connection  with or in relation to this  Agreement or any  amendments
hereof,  or  any  breach  or  default  hereunder,  shall  be  litigated  in  the
appropriate  state or federal court in Philadelphia,  Pennsylvania.  Each of the
parties hereby  irrevocably  submits to the jurisdiction of any state or federal
court located in Philadelphia,  Pennsylvania,  and each party irrevocably waives
any  objections  it may have to such venue,  including  without  limitation,  an
objection  based on the assertion that such venue  constitutes  an  inconvenient
forum.

            6.5 Partial Invalidity and Severability. All rights and restrictions
contained  herein may be exercised and shall be  applicable  and binding only to
the extent that they do not violate any  applicable  laws and are intended to be
limited  to the extent  necessary  to render  this  Agreement  legal,  valid and
enforceable.  If any terms of this  Agreement  not  essential to the  commercial
purpose of this Agreement shall be held to be illegal,  invalid or unenforceable
by court of competent jurisdiction,  it is the intention of the parties that the
remaining terms hereof shall  constitute their agreement with the subject matter
hereof,  and all such remaining terms shall remain in full force and effect.  To
the extent legally permissible,  any illegal, invalid or unenforceable provision
of this Agreement shall be replace by a valid provision which will implement the
commercial purpose of the illegal, invalid or unenforceable provision.

            6.6 Waiver. Any term or condition of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, but only if such
waiver is evidenced by writing signed by such party. No failure on the part of a
party hereto to exercise, and no delay in exercising, any right, power or remedy
created  hereunder,  shall operate as a waiver thereof,  nor shall any single or
partial exercise of any other right, power or remedy. No waiver by any
<PAGE>
party  hereto  to any  breach of or  default  in any term or  condition  of this
Agreement shall constitute a waiver of or assent to any succeeding  breach of or
default in the same or any other term or condition hereof.

            6.7 Headings. The headings as to contents of particular paragraph of
the  Agreement  are inserted  for convince  only and shall not be construed as a
part of this Agreement or as a limitation of scope of any terms or provisions of
this Agreement.

            6.8 Expenses.  Except as otherwise  expressly  provided herein,  all
legal other other costs and expenses  incurred in connection with this Agreement
and  the  transactions  contemplated  hereby  shall  be  paid  by  Buyer  or the
Shareholder as each party incurs such  expenses,  and non of such expenses shall
be charged to or paid by BTF.

            6.9 Finder's  Fees.  Buyer  represents  to the  Shareholder  that no
broker,  agent, finder or other party has been retained by it in connection with
the  transactions  contemplated  hereby and that no other fee or commission  has
been  agreed  by  Buyer  to be  paid  for  or on  account  of  the  transactions
contemplated  hereby.  Shareholder  represents  to Buyer that no broker,  agent,
finder or other party has been retained by Shareholder or BTP in connection with
the  transactions  contemplated  hereby and that no other fee or commission  has
been  agreed  by the  Shareholder  or BTP to be paid  for or on  account  of the
transactions contemplated hereby.

            6.10  Gender.  Where the context  requires,  the use of the singular
form herein shall  include the plural,  the use of the plural shall  include the
singular, and the use of any gender shall include any and all genders.

            6.11 Acceptance by Fax. This Agreement shall be accepted,  effective
and  binding,  for  all  purposes,  when  the  parties  shall  have  signed  and
transmitted to each other,  by telecopier or otherwise,  copies of the signature
pages hereto.

            6.12  Attorney's  Fees.  In the  event  of any  litigation  or other
proceeding  arising out of or in connection with this Agreement,  the prevailing
party or parties shall be entitled to recover its or their reasonable attorney's
fees and court costs from the other party or parties.

            6.13 NO JURY TRIAL.  EACH OF THE PARTIES  HERETO  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIOANLLY  WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION  WITH THIS AGREEMENT AND ANY DOCUMENT  CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN_  OR  ACTIONS  OF ANY PARTY.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
         IN WITNESS  WHEREOF,  the parties  have  executed  this Stock  Purchase
Agreement or caused this Stock  Purchase  Agreement to be duly executed by their
duly authorized officers as of the date first above written.


                                 BUYER:

                                 By:/s/DANIEL N. SMITH
                                    ------------------------------------
                                 Daniel N. Smith


                                 BUYER:

                                 By:/s/LESLIE LIVINGSTON
                                    ------------------------------------
                                 Leslie Livingston


                                 BREAKTHROUGH TECHNOLOGY PARTNERS I. INC.

                                 By:/s/WILLIAM TAY
                                    ------------------------------------
                                 Name: William Tay
                                 Title: President


                                 SHAREHOLDER:

                                 DOTCOM INTERNET VENTURES LTD.

                                 By:/s/WILLIAM TAY
                                    ------------------------------------
                                 Name: William Tay
                                 Title: President