EXHIBIT 2.02
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                            STOCK PURCHASE AGREEMENT
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         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into as of April 10,  2000,  by and  among  AUGUST  PROJECT  1 CORP.,  a Florida
corporation ("August"), USWEBAUCTIONS, INC., a Florida corporation ("USWA"), and
the persons  listed as  "Shareholders"  on the  signature  pages  hereto (each a
"Shareholder" and collectively the "Shareholders").

                                    RECITALS:

         A. The Shareholders own all of the outstanding  common stock (the "USWA
Common  Stock") of USWA,  which  constitutes  all of the issued and  outstanding
capital stock of USWA.

         B. The Shareholders  desire to exchange all the outstanding shares (the
"USWA Shares") of USWA Common Stock for  newly-issued  shares of common stock of
August  (the  "August  Common  Stock"),  on the terms and  conditions  set forth
herein.  This  transaction is intended to be tax-free under the Internal Revenue
Code of 1986, as amended (the "Code").

                                   AGREEMENT:

         NOW,  THEREFORE,  in consideration of the mutual agreements,  covenants
and premises 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.  August  shall  acquire  and  the
Shareholders  shall sell to August one  hundred  percent  (100%) of the  capital
stock of USWA in  exchange  for the  issuance  of the number of shares of August
Common Stock as set forth in Section 1.2 hereof.

            1.2.  PURCHASE PRICE. In  consideration of the purchase by August of
the USWA Common  Stock,  August shall issue newly issued shares of August Common
Stock  to  the  Shareholders  in  the  denominations  set  forth  opposite  each
Shareholder's  name on Schedule 1.2  attached  hereto in exchange for all of the
USWA Shares. The total number of shares of August Common Stock issued to all the
Shareholders   shall  be  Nine  Million  Seven  Hundred   Thirty-Four   Thousand
(9,734,000)  shares (the "Purchase Price").  Accordingly,  after the Closing (as
defined  herein),  the  Shareholders  and Earl T.  Ingarfield will each own Four
Million Eight Hundred Sixty-Seven Thousand (4,867,000) shares, and third parties
will own a total of One Hundred Thirty-Three Thousand (133,000) shares.


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            1.3.  CLOSING AND EFFECTIVE DATE. The closing shall occur as soon as
practicable  after the  satisfaction  of the  conditions  precedent set forth in
Sections  6, 7 and 8 hereof,  but in no event  later  than  April 15,  2000 (the
"Closing"). The date of Closing is referred to herein as the "Closing Date." The
Closing shall take place at the  principal  offices of August's  counsel,  or at
such other place as may be mutually agreed upon by August and the  Shareholders.
At the Closing,  (i) the Shareholders shall deliver to August all original stock
certificates  representing  USWA Common  Stock,  together with stock powers duly
executed in blank; and (ii) August shall issue and deliver the Purchase Price to
the Shareholders.

            1.4. FRACTIONAL SHARES; LOST CERTIFICATES.  Neither certificates nor
scrip  for  fractional  shares of  August  Common  Stock  shall be  issued.  Any
fractional  interest in August Common Stock to be issued pursuant this Agreement
shall be rounded up or down to the nearest whole share. August shall deliver the
pro-rata portion of the Purchase Price attributable to any certificate which has
been lost or destroyed upon receipt of evidence  satisfactory  to August and its
counsel of ownership of the shares of USWA Common Stock represented  thereby and
of appropriate indemnification to August.

         2. ADDITIONAL AGREEMENTS.

            2.1. ACCESS AND INSPECTION.  Each party hereto has allowed the other
parties (as applicable) and their authorized  representatives full access to all
of the properties, books, contracts,  commitments and records of the other party
for the  purpose of making  such  investigations  as each  party has  reasonably
requested in connection with the transactions contemplated hereby.

            2.2. CONFIDENTIAL TREATMENT OF INFORMATION.  From and after the date
hereof,  the parties hereto shall and shall cause their  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 or their business, except such data or information as is published or is
a matter of public record,  or as compelled by legal process.  In the event this
Agreement is terminated pursuant to Section 10 hereof, each party shall promptly
return to the other(s) any statements,  documents,  schedules, exhibits or other
written  information  obtained from them in connection with this Agreement,  and
shall not retain any copies thereof.

            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
required by law or by the rules and regulations of any governmental authority or
securities exchange.

            2.4. SECURITIES LAW MATTERS.

                 2.4.1. PRIVATE PLACEMENT.  The issuance of the August Shares to
the  Shareholders  hereunder shall not be registered under the Securities Act of
1933, as amended,  (the "Securities Act") by reason of the exemption provided by

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Section 4(2) thereof, and such shares may not be further transferred unless such
transfer is registered  under  applicable  securities laws or, in the opinion of
August's   counsel,   such  transfer   complies  with  an  exemption  from  such
registration.  All  certificates  evidencing  the August  Shares to be issued to
Shareholders shall be legended to reflect the foregoing restriction.

            2.5. 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 this  Agreement,  including
without  limitation,  all necessary  stock powers and such other  instruments of
transfer as may be  necessary  or  desirable  to transfer  ownership of the USWA
Common Stock to August and to consummate the  transactions  contemplated by this
Agreement.

            2.6.  EMPLOYMENT  AGREEMENTS.  At Closing,  each of Jon Kochevar and
John  Allen  shall  execute  and  deliver  an  employment  agreement  (each,  an
"Employment  Agreement") with August in the form attached hereto as Exhibits "A"
and "B."

            2.7.  Consistent  Tax Filing  Position.  Each of the parties  hereto
shall file all  Federal  income  tax  returns  in a manner  consistent  with the
intended tax-free nature of this transaction.

         3.  REPRESENTATIONS,  COVENANTS AND WARRANTIES OF THE  SHAREHOLDERS AND
USWA.
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         To further induce August to enter into this Agreement and to consummate
the transactions  contemplated  hereby,  USWA and the  Shareholders  each hereby
jointly  and  severally  represent  and warrant to and  covenant  with August as
follows:

            3.1. ORGANIZATION AND QUALIFICATION:  ABSENCE OF SUBSIDIARIES.  USWA
is a corporation  duly organized and validly existing and in good standing under
the laws of the State of Florida and has the  requisite  power and  authority to
own,  lease and operate  its  properties  and to carry on its  business as it is
currently  being  conducted.  USWA is in good  standing in the State of Florida.
USWA is duly qualified or licensed and is in good standing, in each jurisdiction
where the  character of the  properties  owned,  leased or operated by it or the
nature of its business makes such qualification or licensing  necessary,  except
for such failures to be so qualified or licensed and in good standing that would
not,  individually  or in the aggregate,  have a material  adverse effect on the
business,  properties, assets, financial condition, prospects or future business
of USWA (collectively,  "USWA Material Adverse Effect").  USWA does not have any
subsidiaries  nor an  equity  interest  in any  partnerships  or  joint  venture
arrangements or other business entity.

            3.2. CAPITALIZATION AND RELATED MATTERS.

                 3.2.1. Shares; Capitalization.  The authorized capital stock of
USWA consists solely of _______ shares of common stock, of which ________ shares
are issued and  outstanding  and none are held in its treasury.  All of the USWA
Shares are owned of record,  legally and beneficially by the  Shareholders.  The

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USWA 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 USWA Shares  hereunder,  August will acquire title thereto,
free and clear of any and all Encumbrances. Other than voting rights, redemption
rights  and such other  rights  conferred  by USWA's  charter  documents  and by
applicable  Florida  statutes,  there  exist no  Securities  Rights (as  defined
herein) with respect to the USWA Shares.  All rights and powers to vote the USWA
Shares are held  exclusively  by the  Shareholders.  All of the USWA  Shares are
validly issued,  fully paid and  nonassessable,  were not issued in violation of
the terms of any agreement or other understanding, and were issued in compliance
with  all  applicable  federal  and  state  securities  or "blue  sky"  laws and
regulations.  The  certificates  representing the USWA Shares to be delivered to
August 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 USWA Shares  (whether
issued or unissued) or any other securities convertible into or exchangeable for
USWA Shares,  and includes all written or unwritten  contractual rights relating
to the issuance, sale, assignment,  transfer, purchase, redemption,  conversion,
exchange,  registration or voting of the USWA Shares and all rights conferred by
USWA's governing documents and by any applicable agreement.

                 3.2.2.   LIABILITIES  AND   OBLIGATIONS.   USWA  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,  sale of goods or  services,
state of facts or other condition,  which individually or in the aggregate would
have a USWA Material  Adverse  Effect  except:  (i) those  reflected or reserved
against on the USWA  Financial  Statements  (as  defined  herein) in the amounts
shown  therein;  and (ii)  those  that  have  arisen in the  ordinary  course of
business of USWA after the Balance  Sheet Date (as defined  herein)  through the
Closing Date, none of which,  individually or in the aggregate,  has had or will
have a USWA Material  Adverse  Effect on the business or financial  condition of
USWA.

            3.3.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  USWA has heretofore
made  available  to August a complete  and correct  copy of the  Certificate  of
Incorporation  and the By-Laws of USWA. Such  Certificate of  Incorporation  and
By-Laws are in full force and effect.

            3.4. AUTHORITY RELATIVE TO THIS AGREEMENT. USWA and each 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. Each Shareholder has full right and
capacity  to  enter  into  this  Agreement  and to  carry  out  his  obligations
hereunder.  The  execution  and  delivery  of this  Agreement  by USWA  and each
Shareholder,  the  performance  by  each  such  Shareholder  of his  obligations
hereunder and the consummation by USWA of the transactions  contemplated by this
Agreement have been duly authorized by all necessary  action on the part of USWA
or  such  Shareholders  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 USWA and each  Shareholder  and
constitutes  the  legal,  valid  and  binding   obligations  of  USWA  and  each
Shareholder,  enforceable  against USWA and each  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.

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            3.5. PERMITS AND LICENSES;  COMPLIANCE. USWA is in possession of all
permits and licenses  necessary  for the conduct of its business  and, as of the
date hereof,  no suspension or  cancellation  of any such permits or licenses is
pending  or, to the  knowledge  of each  Shareholder  and USWA after  reasonable
investigation,   threatened,  except  where  the  failure  to  possess,  or  the
suspension  or  cancellation  of,  any  such  permits  or  licenses  would  not,
individually or in the aggregate,  have a USWA Material  Adverse Effect.  To the
best knowledge of each Shareholder and USWA, USWA is not in conflict with, or in
default or violation of, (a) any law applicable to USWA or by which any property
or asset of USWA is bound or (b) any permit or license,  other than conflicts or
violations  which,  individually  or in the  aggregate,  would  not  have a USWA
Material Adverse Effect.

            3.6.  FINANCIAL  STATEMENTS.  True and  complete  copies  of (a) the
unaudited  balance  sheet of USWA for the fiscal  period ended as of  __________
(the "Balance  Sheet Date") and the related  unaudited  statements of income and
retained  earnings for the period from _______  through _______ with all related
notes and schedules thereto, and (b) the unaudited balance sheet of USWA for the
____ month period ending  _______________  and the related monthly statements of
income  of  USWA  (collectively  referred  to  herein  as  the  "USWA  Financial
Statements")  have been  delivered by USWA prior to Closing.  The USWA Financial
Statements  (i) were prepared in accordance  with the books of account and other
financial  records of USWA,  (ii) present  fairly the  financial  condition  and
results of operations of USWA 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 USWA, and (iv) include all adjustments  (consisting  only of normal
recurring  accruals) that are necessary for a fair presentation of the financial
condition  of USWA and the  results  of the  operations  of USWA as of the dates
thereof or for the periods covered thereby (subject, in the case of USWA Interim
Financial Statement, to normal recurring year-end adjustments).

            3.7.  Absence  of  Litigation.  There  is no  legal,  equitable,  or
administrative  action or proceeding pending or, to the knowledge of USWA or the
individual Shareholders after reasonable investigation,  threatened against USWA
or any property or asset of USWA.

            3.8. BENEFIT PLANS.  There are no employee benefit plans (as defined
in Section 3(3) of ERISA),  bonus,  stock  option,  stock  purchase,  restricted
stock,  incentive,  deferred  compensation,  retiree  medical or life insurance,
supplemental   retirement,   severance  or  other  benefit  plans,  programs  or
arrangements  to  which  USWA is a party,  with  respect  to which  USWA has any
obligation,  or which are  maintained,  contributed to, or sponsored by USWA for
the benefit of any current or former employee, officer, or director of USWA.

            3.9. INTELLECTUAL PROPERTY.

                  3.9.1.  Schedule  3.9.1 sets forth a true and complete list of
all intellectual property owned by USWA (the "USWA Intellectual Property").  The
USWA  Intellectual  Property  constitutes all the intellectual  property used or
contemplated to be used by USWA in the conduct of its business, and there are no
other items of  intellectual  property that are material to USWA or the business
of USWA.

                  3.9.2.  No claim has been  asserted to the best  knowledge  of
each  Shareholder  and USWA that the use of USWA  Intellectual  Property  or the
conduct of the  business  of USWA does or may  infringe  upon such rights of any
third party.

                  3.9.3. USWA is the owner of the entire,  title and interest in
and to the Intellectual  Property,  free and clear of all Encumbrances,  and has
the right to use, all USWA Intellectual  Property in the continued operations of
USWA.

                  3.9.4.  The USWA  Intellectual  Property has not been adjudged
invalid or unenforceable in whole or part by any governmental authority.

                  3.9.5.   To  the   knowledge   of  USWA  and  the   individual
Shareholders after reasonable investigation,  no person or entity is engaging in
any activity that infringes upon USWA  Intellectual  Property or upon the rights
of USWA therein.  The  consummation  of the  transactions  contemplated  by this
Agreement  will not  result  in the  termination  or  impairment  of any of USWA
Intellectual Property.

                  3.9.6.  USWA has not granted to, nor received  from, any third
party any license or sublicense of intellectual property.

            3.10.  TAXES.  USWA has (a)  filed  all  federal,  state,  local and
foreign tax (as defined herein) returns  required to be filed by it prior to the
date of this  Agreement,  (b) paid or  accrued  all  Taxes  which  are due.  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 valorem, stamp, transfer,  value added or gains taxes,
license,  registration and  documentation  fees, and custom duties,  tariffs and
similar charges.

            3.11.  ASSETS.  USWA  owns,  leases  or has the right to use all the
properties  and assets  used or  contemplated  to be used in the  conduct of its
business.  USWA has good and  marketable  title to, or, in the case of leased or
subleased assets,  valid and subsisting  leasehold interests in, all the assets,
free and clear of all Encumbrances.

            3.12. EXECUTION; NO INCONSISTENT AGREEMENTS;  ETC. The execution and
delivery  of this  Agreement  by the  Shareholders  and USWA does  not,  and the
consummation  of the  transactions  contemplated  hereby will not,  constitute a
breach or violation of the charter or by-laws of USWA, or a default under any of
the terms,  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  USWA  or any  Shareholder  is a  party,  pursuant  to  which  USWA or any
Shareholder  otherwise receives  benefits,  or to which any of the properties of
USWA or any Shareholder is subject.

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            3.13. CORPORATE RECORDS. The statutory records,  including the stock
register and minute books of USWA,  fully reflect all  issuances,  transfers and
redemptions of USWA's capital stock,  correctly show and will correctly show the
total number of shares 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.

            3.14. ABSENCE OF CHANGES. 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  condition  of  USWA or its
relationships with suppliers,  customers,  employees,  lessors or others,  other
than changes in the ordinary course of business, none of which, singularly or in
the aggregate, have had or will have a USWA Material Adverse Effect.

            3.15.  COMPLIANCE WITH LAW. The business and activities of USWA have
at all times been conducted in accordance with its articles of incorporation and
by-laws and, to the best knowledge of each  Shareholder and USWA, any applicable
law, regulation,  ordinance,  order, license,  permit, rule, injunction or other
restriction or ruling of any court or  administrative  or  governmental  agency,
ministry,  or body, except where the failure to do so would not result in a USWA
Material Adverse Effect.

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

            3.17.  MATERIAL  CONTRACTS.  There are no  contracts  of USWA  which
involve consideration in excess of the equivalent of $2,500.00 or have a term of
one year or more (collectively, the "Material Contracts").

            3.18.  INSURANCE.  All policies of insurance presently maintained by
USWA are in full force and effect,  and all premiums due thereon have been paid.
USWA has received no notices of cancellation with respect thereto.

            3.19.  EMPLOYMENT  AND LABOR  MATTERS.  Schedule 3.19 sets forth the
name,  position,  employment date, and current  compensation (base and bonus) of
each employee or intended employee of USWA.

            3.20.  ENVIRONMENTAL  MATTERS.  USWA  is  not in  violation,  in any
material  respect,  of any  Environmental  Law (as  defined  herein);  USWA  has
received  all  permits  and  approvals   with  respect  to  emissions  into  the
environment  and the proper  collection,  storage,  transport,  distribution  or

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disposal of Wastes (as  defined  herein) and other  materials  required  for the
operation of its business at present operating levels; and USWA 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 USWA  (whether  owned or  leased),  or in or on any other
property,  including  property no longer owned,  leased or used by USWA. 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 any 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.

            3.21. INVENTORIES.  The amounts stated as inventories of USWA on the
USWA Financial  Statements  reflect fairly the products,  materials and supplies
and  spare  parts  held by USWA.  The  inventory  shown  on the  USWA  Financial
Statements (i) represents items of a quality and quantity usable and saleable in
the ordinary course of business,  and (ii) conforms in all material  respects to
customary trade standards for such inventory in USWA's current markets. USWA has
not given any express  written  warranty  with  respect to any goods or products
sold.

            3.22.  RECEIVABLES.  All notes  receivable  and accounts  receivable
shown on the USWA Financial Statements and all such receivables now held by USWA
were and are valid and collectible  obligations of the respective makers thereof
and were not and are not  subject  to any offset or  counterclaim;  except for a
portion of such  receivables,  not to exceed the  amount,  if any,  shown as the
allowance for bad debt on the USWA Financial Statements,  which may prove not to
be collectible.

            3.23.  AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES. USWA is not
a party to any  contract,  agreement,  lease or  transaction  with, or any other
commitment to, (i) a Shareholder,  (ii) any person related by blood, adoption or
marriage  to  Shareholder,  (iii) any  director  or  officer  of USWA,  (iv) any
corporation or other entity in which any of the foregoing  parties has, directly
or indirectly,  at least five percent (5.0%) beneficial  interest in the capital
stock or other type of equity interest in such  corporation or other entity,  or
(v) any  partnership  in which any such party is a general  partner or a limited
partner  having a five percent (5%) or more interest  therein (any or all of the
foregoing being herein referred to as a "Related Party" and  collectively as the
"Related Parties").

            3.24. FULL DISCLOSURE.  No representation or warranty of USWA or the
Shareholders  contained  in  this  Agreement,  and  none  of the  statements  or
information  concerning  USWA  contained in this  Agreement and the 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

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

         4. REPRESENTATIONS AND WARRANTIES OF AUGUST.

         To induce USWA and the Shareholders to enter into this Agreement and to
consummate the transactions  contemplated hereby, August represents and warrants
to and covenants with USWA and the Shareholders as follows:

            4.1. ORGANIZATION.  August is a corporation duly organized,  validly
existing and in good standing under the laws of the State of Florida.  August is
entitled to own or lease its  properties  and to carry on its business as and in
the places where such business is now conducted, and August is duly licensed and
qualified in all  jurisdictions  where the character of the property owned by it
or  the  nature  of  the  business  transacted  by  it  makes  such  license  or
qualification  necessary,  except  where  such  failure  would  not  result in a
material adverse effect on August.

            4.2. CAPITALIZATION AND RELATED MATTERS.

                 4.2.1.  August has authorized capital stock consisting of Fifty
Million  (50,000,000)  shares of common  stock,  $0.001 par value per share,  of
which Five Million (5,000,000) shares were issued and outstanding as of the date
hereof.  The August  Shares  will be, as of the Closing  Date,  duly and validly
authorized and issued, and fully paid and non-assessable,  and will be issued to
the Shareholders free of all Encumbrances, claims and liens whatsoever.

                 4.2.2.   August  does  not  have   outstanding  any  securities
convertible  into capital stock, nor any rights to subscribe for or to purchase,
or any options for the purchase of, or any agreements providing for the issuance
(contingent  or  otherwise)  of,  or any  calls,  commitments  or  claims of any
character  relating to, its capital  stock or  securities  convertible  into its
capital stock.

            4.3. EXECUTION; NO INCONSISTENT AGREEMENTS; ETC.

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

                 4.3.2.  The execution and delivery of this  Agreement by August
does not, and the consummation of the transactions contemplated hereby will not,
constitute  a breach or  violation  of the  charter or  by-laws of August,  or a
default  under  any of the  terms,  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  August  is a party,  pursuant  to which it
otherwise receives benefits, or by which any of its properties may be bound.


                                       9
<PAGE>

            4.4. FINANCIAL STATEMENTS. Prior to Closing, August shall deliver to
USWA the audited  balance  sheets of August as of December 31, 1999 (the "August
Financial  Statement").  The August  Financial  Statement  has been  prepared in
accordance with GAAP,  applied on a consistent  basis (except that the unaudited
statements do not contain all the disclosures  required by GAAP). Since December
31,  1999,  there  has  been  no  material  adverse  change  in  the  assets  or
liabilities, in the business or condition, financial or otherwise, of August, or
in its results of operations.

            4.5.  LIABILITIES.   August  has  no  material  debt,  liability  or
obligation  of any kind,  whether  accrued,  absolute,  contingent or otherwise,
except those reflected on the August Financial  Statements,  including the notes
thereto and the  liabilities  incurred in the ordinary  course of business since
December 31, 1999.

            4.6.   CONTINGENCIES.   There  are  no  actions,  suits,  claims  or
proceedings  pending  or, to  August's  knowledge,  threatened,  against,  by or
affecting  August in any court or before any arbitrator or  governmental  agency
which could have a material  adverse effect on August or which could  materially
and  adversely  affect  the  right  or  ability  of  August  to  consummate  the
transactions  contemplated hereby. To the knowledge of August, there is no valid
basis upon which any such action,  suit, claim or proceeding may be commenced or
asserted against August.  There are no unsatisfied  judgments against August and
no consent  decrees or similar  agreements  to which August is subject and which
could have a material  adverse  effect on August or which could  materially  and
adversely  affect the right or ability of August to consummate the  transactions
contemplated  hereby.  August's  operations are  contingent  upon its ability to
obtain additional financing.

            4.7.  FULL  DISCLOSURE.  No  representation  or  warranty  of August
contained  in  this  Agreement,  and  none  of  the  statements  or  information
concerning  August  contained in this Agreement and the  Schedules,  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. CONDUCT OF BUSINESS OF USWA PENDING CLOSING.

            5.1.  Conduct of Business.  USWA and the  Shareholders  covenant and
agree that,  between the date hereof and the Closing Date,  the business of USWA
shall  be  conducted  only in the  ordinary  course  and  consistent  with  past
practice.

            5.2.  No  Material  Changes.  USWA  shall not  materially  alter its
organization,  capitalization,  or financial structure, practices or operations.
Without limiting the generality of the foregoing:

                 (a) no change shall be made in the articles of incorporation or
by-laws of USWA;

                                       10
<PAGE>

                 (b) no change shall be made in the authorized or issued capital
stock of USWA;

                 (c) USWA  shall  not  issue or grant  any  right or  option  to
purchase or otherwise acquire any of its capital stock or other securities; and

                 (d) no  dividend  or other  distribution  or  payment  shall be
declared or made with respect to any of the capital stock of USWA.

            5.3. COMPENSATION.  No increase shall be made in the compensation or
employee  benefits  payable  or to  become  payable  to any  director,  officer,
employee  or agent  of USWA,  and no  bonus  or  profit-share  payment  or other
arrangement  (whether  current  or  deferred)  shall be made to or with any such
director,  officer, employee or agent, except in the ordinary course of business
and consistent with prior practices.

            5.4.  NOTIFICATION.  Each  party to this  Agreement  shall  promptly
notify the other parties in writing of the occurrence, or threatened occurrence,
of any event that would  constitute a breach or  violation of this  Agreement by
any  party or that  would  cause  any  representation  or  warranty  made by the
notifying party in this Agreement to be false or misleading in any respect.  The
Shareholders  shall promptly notify August of any event of which any Shareholder
obtains knowledge which could have a Material Adverse Effect.

         6. CONDITIONS TO OBLIGATIONS OF ALL PARTIES.

         The  obligation of the parties  hereto to consummate  the  transactions
contemplated by this Agreement are subject to the satisfaction, on or before the
Closing, of each of the following conditions;  any or all of which may be waived
in whole or in part by the joint agreement of the parties hereto:

            6.1.  ABSENCE OF ACTIONS.  No action or  proceeding  shall have been
brought or threatened before any court or  administrative  agency to prevent the
consummation  or  to  seek  damages  in a  material  amount  by  reason  of  the
transactions  contemplated  hereby,  and no  governmental  authority  shall have
asserted  that  the  within  transactions  (or  any  other  pending  transaction
involving  August,  the  Shareholders  or USWA when  considered  in light of the
effect of the within  transactions)  shall constitute a violation of law or give
rise to material liability on the part of the Shareholders, USWA or August.

            6.2.  CONSENTS.  The parties shall have received from any suppliers,
lessors, lenders, lien holders or governmental  authorities,  bodies or agencies
having jurisdiction over the transactions contemplated by this Agreement, or any
part hereof,  such consents,  authorizations  and approvals as are necessary for
the consummation hereof.

         7. CONDITIONS TO OBLIGATIONS OF AUGUST.

         All obligations of August to consummate the  transactions  contemplated
by this Agreement are subject to the  fulfillment  and  satisfaction of each and

                                       11
<PAGE>

every of the following conditions on or prior to the Closing Date, any or all of
which may be waived in whole or in part by August:

            7.1.   REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties  contained  in Section 3 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
USWA or the  Shareholders  in connection with the  transactions  contemplated by
this  Agreement  shall be true,  correct and complete in all  material  respects
(except for representations and warranties which are by their terms qualified by
materiality,  which shall be true,  correct and complete in all  respects) as of
the date when made and shall be deemed to be made again at and as of the Closing
Date and  shall be true,  correct  and  complete  at and as of such  time in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true, correct and complete in all
respects).

            7.2.  COMPLIANCE  WITH  AGREEMENTS  AND  CONDITIONS.  USWA  and  the
Shareholders shall have performed and complied with all material  agreements and
conditions  required by this  Agreement to be performed or complied with by them
prior to or on the Closing Date.

            7.3. ABSENCE OF MATERIAL ADVERSE CHANGES. No material adverse change
in the business,  assets,  financial condition,  or prospects of USWA shall have
occurred.

            7.4. CERTIFICATE OF USWA AND SHAREHOLDERS. USWA and the Shareholders
shall have executed and delivered,  or caused to be executed and  delivered,  to
August one or more  certificates,  dated the Closing  Date,  certifying  in such
detail as August may reasonably  request to the fulfillment and  satisfaction of
the conditions specified in Sections 7.1 through 7.3 above.

         8. CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDERS.

         All  of  the   obligations  of  the   Shareholders  to  consummate  the
transactions  contemplated  by this Agreement are subject to the fulfillment and
satisfaction  of each and every of the  following  conditions on or prior to the
Closing,  any or  all of  which  may be  waived  in  whole  or in  part,  by the
Shareholders:

            8.1.   REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties  contained  in Section 4 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
August in connection with the transactions  contemplated by this Agreement shall
be  true,   correct  and   complete  in  all  material   respects   (except  for
representations   and  warranties   which  are  by  their  terms   qualified  by
materiality,  which shall be true,  correct and complete in all  respects)  when
made and  shall be  deemed to be made  again at and as of the  Closing  Date and
shall be true,  correct  and  complete  at and as of such  time in all  material
respects  (except for  representations  and warranties  which are by their terms
qualified  by  materiality,  which shall be true,  correct  and  complete in all
respects).

                                       12
<PAGE>

            8.2.  COMPLIANCE WITH  AGREEMENTS AND CONDITIONS.  August shall have
performed and complied with all material  agreements and conditions  required by
this  Agreement to be  performed  or complied  with by August prior to or on the
Closing Date.

            8.3. ABSENCE OF MATERIAL ADVERSE CHANGES. No material adverse change
in the business, assets, financial condition, or prospects of August, taken as a
whole,  shall have occurred,  and no event shall have occurred which has had, or
will have a material adverse effect on the business, assets, financial condition
or prospects of August and its subsidiaries, taken as a whole.

            8.4.  CERTIFICATE  OF AUGUST.  August  shall have  delivered  to the
Shareholders  a  certificate,  executed  by an  executive  officer and dated the
Closing  Date,  certifying  in such  detail as counsel for the  Shareholder  may
reasonably  request  to the  fulfillment  and  satisfaction  of  the  conditions
specified in Sections 8.1 through 8.3 above.

         9. INDEMNIFICATION.

            9.1.  INDEMNIFICATION  BY SHAREHOLDERS AND USWA.  Subject to Section
9.5,  the   Shareholders   and  USWA   (hereinafter   collectively   called  the
"Indemnitor")  shall jointly and severally  defend,  indemnify and hold harmless
August,  its direct and indirect parent  corporations,  subsidiaries  (including
USWA after Closing) and  affiliates,  their officers,  directors,  employees and
agents (hereinafter collectively called "Indemnitees") against and in respect of
any and all loss, damage, liability,  fine, penalty, cost and expense, including
reasonable  attorneys'  fees  and  amounts  paid  in  settlement  (collectively,
"Indemnified  Losses"),  suffered or incurred by any Indemnitee by reason of, or
arising out of:

                  (a) any  misrepresentation,  breach of  warranty  or breach or
non-fulfillment  of any agreement of any  Shareholder  or USWA contained in this

                                       13
<PAGE>

Agreement or in any certificate,  schedule,  instrument or document delivered to
August by or on behalf of the Shareholders or USWA pursuant to the provisions of
this Agreement (without regard to materiality thresholds contained therein); and

                  (b)  any   liabilities  of  USWA  of  any  nature   whatsoever
(including tax liability,  penalties and interest),  whether accrued,  absolute,
contingent or otherwise arising from or relating to the Shareholders'  ownership
or operation of USWA prior to the Closing Date.

            9.2.  INDEMNIFICATION  BY AUGUST.  Subject to  Section  9.5,  August
(hereinafter called the "Indemnitor") shall defend,  indemnify and hold harmless
each  Shareholder  and USWA  (hereinafter  called  "Indemnitee")  against and in
respect of any and all loss,  damage,  liability,  cost and  expense,  including
reasonable  attorneys'  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 August contained in this Agreement
or in any other certificate,  schedule,  instrument or document delivered to the
Shareholders  by or on behalf  of  August  pursuant  to the  provisions  of this
Agreement; and

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

            9.3. DEFENSE OF CLAIMS.

                  9.3.1. Should any claim or action by a third party arise after
the  Closing  Date for which an  Indemnitor  is  liable  under the terms of this
Agreement,  the Indemnitee  shall notify  Indemnitor  within ten (10) days after
such  claim or action  arises  and is known to  Indemnitee,  and shall  give the
Indemnitor a reasonable  opportunity to participate  in any  proceedings  and to
settle or defend any such  claim or action.  The  expenses  of all  proceedings,
contests or lawsuits  with  respect to such claims or actions  shall be borne by
the Indemnitor.  If the Indemnitor wishes to assume the defense of such claim or
action,  the Indemnitor shall give written notice to the Indemnitees  within ten
(10) days after  notice from the  Indemnitees  of such claim or action,  and the
Indemnitor shall  thereafter  assume the defense of any such claim or liability,
through  counsel  reasonably  satisfactory  to the  Indemnitees,  provided  that
Indemnitees  may  participate  in such  defense  at their own  expense,  and the
Indemnitor  shall,  in any event,  have the right to control  the defense of the
claim or action.

                  9.3.2.  If the Indemnitor  shall not assume the defense of, or
if after so  assuming  it shall  fail to defend,  any such claim or action,  the
Indemnitees  may defend  against any such claim or action in such manner as they
may deem  appropriate and the Indemnitees may settle such claim or litigation on
such  terms  as they  may  deem  appropriate  but  subject  to the  Indemnitor's
approval, such approval not to be unreasonably withheld; provided, however, that
any such settlement shall be deemed approved by the Indemnitor if the Indemnitor
fails to object thereto,  by written notice to the  Indemnitees,  within fifteen
(15)  days  after  the  Indemnitor's  receipt  of  a  written  summary  of  such
settlement.  The Indemnitor  shall promptly  reimburse the  Indemnitees  for the
amount of all expenses,  legal and  otherwise,  incurred by the  Indemnitees  in
connection with the defense and settlement of such claim or action.

                  9.3.3. If a non-appealable judgment is rendered against any of
the Indemnitees in any action covered by the indemnification  hereunder,  or any
lien  attaches to any of the assets of any of the  Indemnitees,  the  Indemnitor
shall  immediately  upon such entry or  attachment  pay such judgment in full or
discharge such lien unless,  at the expense and direction of the Indemnitor,  an
appeal is taken under which the execution of the judgment or satisfaction of the
lien is stayed. If and when a final judgment is rendered in any such action, the
Indemnitor  shall  forthwith pay such judgment or discharge such lien before any
of the Indemnitees is compelled to do so.

            9.4. WAIVER.  The failure of any Indemnitee to give any notice or to
take any action  hereunder  shall not be deemed a waiver of any of the rights of
such  Indemnitee  hereunder,  except to the extent that  Indemnitor  is actually
prejudiced by such failure.


                                       14
<PAGE>

            9.5. LIMITATIONS ON INDEMNIFICATION. Notwithstanding anything to the
contrary contained in this Agreement:

                 9.5.1. TIME LIMITATION. No party shall be responsible hereunder
for any  Indemnified  Loss unless the Indemnitee  shall have provided such party
with written notice containing a reasonable  description of the claim, action or
circumstances giving rise to such Indemnified Loss within one (1) year after the
Closing Date (the "Indemnity  Notice  Period");  provided,  however,  that there
shall be no limit on the  Indemnity  Notice  Period for  indemnity  claims:  (i)
against  Shareholders for Indemnified  Losses arising or resulting from a breach
of a representation or warranty of Shareholders  relating to Environmental Laws,
Taxes or any liability of USWA relating to the handling or disposal of Wastes or
the failure to comply with any  Environmental  Law;  and (ii)  against any party
based on fraud, intentional breach or misrepresentation.

                 9.5.2.  CAPS  ON  LOSSES.   The  aggregate   liability  of  the
Shareholders after Closing for Indemnified Losses shall not exceed the aggregate
August Common Stock issued to the Shareholders, with each Shareholder's share of
the  aggregate   liability  limited  to  August  Common  Stock  issued  to  such
Shareholder.  In the event of a claim of  liability,  the  value of such  shares
shall be  determined  by the Board of Directors  of August  whose  determination
shall be final and binding on all parties  hereto.  The  aggregate  liability of
August after Closing for Indemnified  Losses shall not exceed an amount equal to
the Purchase Price.

         10. TERMINATION.

            10.1.  Termination.  This Agreement may be terminated at any time on
or prior to the Closing:

                  (a) By mutual consent of the parties hereto; or

                  (b) At the  election of August if: (i) a  Shareholder  or USWA
has  breached or failed to perform or comply with any of their  representations,
warranties,  covenants or obligations  under this Agreement;  or (ii) any of the
conditions  precedent  set forth in Section 6 or 7 is not  satisfied as and when
required by this  Agreement;  or (iii) the Closing has not been  consummated  by
April 15, 2000; or

                  (c) At the  election  of the  Shareholders  if: (i) August has
breached  or  failed  to  perform  or  comply  with any of its  representations,
warranties,  covenants or obligations  under this Agreement;  or (ii) any of the
conditions  precedent  set forth in Section 6 or 8 is not  satisfied as and when
required by this Agreement;  or (iii) if the Closing has not been consummated by
April 15, 2000.

            10.2.  MANNER  AND  EFFECT  OF  TERMINATION.  Written  notice of any
termination ("Termination Notice") pursuant to this Section 10 shall be given by
the party electing  termination of this Agreement  ("Terminating  Party") to the
other party or parties  (collectively,  the "Terminated Party"), and such notice
shall  state  the  reason  for  termination.  The  party  or  parties  receiving
Termination  Notice  shall  have a period  of ten (10)  days  after  receipt  of

<PAGE>

Termination  Notice to cure the matters  giving rise to such  termination to the
reasonable  satisfaction of the Terminating Party. If the matters giving rise to
termination are not cured as required hereby, this Agreement shall be terminated
effective  as of the close of business  on the tenth  (10th) day  following  the
Terminated  Party's  receipt of  Termination  Notice.  Upon  termination of this
Agreement  prior to the  consummation  of the Closing and in accordance with the
terms hereof, this Agreement shall become void and of no effect, and none of the
parties  shall have any liability to the others,  except that nothing  contained
herein shall relieve any party from: (i) its  obligations  under Section 2.2; or
(ii) liability for its  intentional  breach of any  representation,  warranty or
covenant  contained herein, or its intentional  failure to comply with the terms
and conditions of this Agreement or to perform its obligations hereunder.

11.      MISCELLANEOUS.

11.1.    Notices.

11.1.1. 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
similar  recognized  overnight  courier service) to the parties at the following
addresses:

         If to Shareholders:     To the addresses  contained  on  the signatures
                                 page of this Agreement

         If to August:           August Project 1 Corp.
                                 22 South Links Avenue, Suite 204
                                 Sarasota, Florida  34236
                                 Attention:  Earl Ingarfield

         With a copy to:         Clayton E. Parker, Esq.
                                 Kirkpatrick & Lockhart LLP
                                 201 S. Biscayne Blvd.
                                 Suite 2000, Miami Center
                                 Miami, Florida  33131

         If to USWA:             USWebauctions, Inc.
                                 7131 Curtiss Avenue, Suite 1
                                 Sarasota, Florida  34231

                 11.1.2. 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.

            11.2.  SURVIVAL.  The  representations,  warranties,  agreements and
indemnifications  of the parties  contained in this  Agreement or in any writing

                                       16
<PAGE>

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, subject to the limitations of Section 9.5.

            11.3. 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 of the 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.

            11.4.  GOVERNING  LAW.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the laws of the State of  Florida.  The  parties
hereto  agree that any  claim,  suit,  action or  proceeding  arising  out of or
relating to this  Agreement  or the  transactions  contemplated  hereby shall be
submitted for adjudication  exclusively in any state or federal court sitting in
Miami-Dade County, Florida and each party hereto expressly agrees to be bound by
such selection of jurisdiction and venue for purposes of such adjudication. Each
party (a)  waives  any  objection  which it may have  that  such  court is not a
convenient  forum for any such  adjudication,  (b)  agrees and  consents  to the
personal jurisdiction of such court with respect to any claim or dispute arising
out of or relating to this Agreement or the transactions contemplated hereby and
(c) agrees that process issued out of such court or in accordance with the rules
of  practice  of such court shall be  properly  served if served  personally  or
served by certified mail or other form of substituted service, as provided under
the rules of practice of such court.

            11.5.   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 a court of competent  jurisdiction,  it is the intention of the
parties that the remaining  terms hereof shall  constitute  their agreement with
respect to 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 replaced by a
valid  provision  which will  implement the  commercial  purpose of the illegal,
invalid or unenforceable provision.

            11.6.  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

                                       17
<PAGE>

such waiver is  evidenced by a 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  right,  power or remedy by any such  party
preclude any other future  exercise  thereof or the exercise of any other right,
power or  remedy.  No waiver by any 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.

            11.7. HEADINGS. The headings as to contents of particular paragraphs
of this Agreement are inserted for  convenience  only and shall not be construed
as a part of this  Agreement  or as a  limitation  on the  scope of any terms or
provisions of this Agreement.

            11.8.  EXPENSES.  Except as otherwise expressly provided herein, all
legal and other costs and expenses  incurred in connection  with this  Agreement
and  the  transactions  contemplated  hereby  shall  be paid  by  August  or the
Shareholders as each party incurs such expenses, and none of such expenses shall
be charged to or paid by USWA.

            11.9.  FINDER'S FEES.  August represents to the Shareholders 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  August  to be  paid  for or on  account  of  the  transactions
contemplated hereby. The Shareholders represent to August that no broker, agent,
finder or other party has been  retained by  Shareholders  or USWA in connection
with the  transactions  contemplated  hereby and that no other fee or commission
has been agreed by the  Shareholders or USWA to be paid for or on account of the
transactions contemplated hereby.

            11.10. 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.

            11.11.   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.

            11.12.  ATTORNEYS'  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 attorneys'
fees and court costs from the other party or parties.

            11.13.  INDEPENDENT  REPRESENTATION.  Each party hereto acknowledges
and agrees that it has received  independent legal counsel of its own choice and
that it has been sufficiently  apprised of its rights and responsibilities  with
regard to the substance of this Agreement.  In addition,  Shareholders  and USWA
acknowledge  that  Kirkpatrick  & Lockhart  LLP  ("K&L") is solely  representing
August  in  connection  with  this  Agreement  and  all of the  other  documents
associated with this transaction.

                                       18
<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.

                                             AUGUST PROJECT 1 CORP.

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                             USWEBAUCTIONS, INC.

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------





                                             SHAREHOLDERS:

JOHN ALLEN                                   JON KOCHEVAR

------------------------------------         -----------------------------------
Address:                                     Address:
        ----------------------------                 ---------------------------

------------------------------------         -----------------------------------

------------------------------------         -----------------------------------




<PAGE>


                                       19
<TABLE>
<CAPTION>

                                  SCHEDULE 1.2
<S>                 <C>                                                                   <C>

------------------- ---------------------------------------------------- ---------------------------------- ----------------
                    SHAREHOLDER                                                           NUMBER OF SHARES
------------------- ---------------------------------------------------- ---------------------------------- ----------------
                    John Kochevar                                                                4,867,000
                    John Allen                                                                   4,867,000


</TABLE>








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