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    Exhibit
      10.2

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 30th
      day of September 2005 by and between INFOTEC BUSINESS SYSTEMS, INC., a Nevada
      corporation (hereinafter referred to as “Infotec”), and the STOCKHOLDER of ebahn
      TELEVISION NETWORK CORP. (hereinafter referred to as the
“Stockholder”).

    


    RECITALS:

    


    A. The
      Stockholder owns 100% of the issued and outstanding shares of the capital stock
      and 100% of the indebtedness of ebahn Television Network Corp., (“ebahn”) as set
      forth respectively on Exhibit A and Exhibit B hereto.

    


    B. Infotec
      is willing to acquire all of the issued and outstanding capital stock and
      indebtedness of ebahn, making ebahn a 100% owned subsidiary, and the Stockholder
      desires to exchange all of its shares of ebahn's capital stock and its loans
      to
      ebahn for shares of Infotec Common Stock as hereinafter provided.

    


    C. It
      is the
      intention of the parties hereto that: (i) this Agreement shall formalize the
      terms and conditions of an agreement reached between the parties on September
      12, 2005 (ii) Infotec shall acquire 100% of the issued and outstanding capital
      stock of ebahn in exchange solely for shares of Infotec*s
      Common
      Stock, set forth below (the "Exchange"); (iii) the Exchange shall qualify as
      a
      transaction in securities exempt from registration or qualification under the
      Securities Act of 1933, as amended, (the "Act") and under the applicable
      securities laws of the state or jurisdiction where the Stockholder
      resides.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants, agreements, representations
      and warranties contained in this Agreement, the parties hereto agree as
      follows:

    


    Section
      1. Exchange of Shares.

    


    1.1 Exchange
      of Shares.
      Infotec
      and the Stockholder hereby agree that the Stockholder shall, on the Closing
      Date
      (as hereinafter defined), exchange all of its issued and outstanding shares
      of
      the capital stock of ebahn (the "ebahn Shares") and the Stockholder Loan for
      1,100,000 shares of Infotec*s
      Common
      Stock, $0.001 par value (the "Infotec Shares") set forth in Exhibit A hereto
      for
      an aggregate agreed consideration of $165,000. The number of shares of capital
      stock owned by the Stockholder and the number of Infotec Shares which the
      Stockholder will be entitled to receive in the Exchange is set forth on Exhibit
      A hereto. 

    


    1.2 Delivery
      of ebahn Shares.
      On the
      Closing Date, the Stockholder will deliver to Infotec the certificates
      representing the ebahn Shares, duly endorsed (or with executed stock powers)
      so
      as to make infotec the sole owner thereof. Infotec shall deliver to the
      Stockholder the Infotec Shares to be delivered to the Stockholder. 

    


    1.3 Investment
      Intent.
      The
      Infotec Shares have not been registered under the Securities Act of 1933, as
      Amended, and may not be resold unless the Infotec Shares are registered under
      the Act or an exemption from such registration is available. The Stockholder
      represents and warrants that it is acquiring the Infotec Shares for its own
      account, for investment, and not with a view to the sale or distribution of
      such
      shares. Each certificate representing the Infotec Shares will have a legend
      thereon incorporating language as follows:

    


    "The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the "Act"). The shares have been acquired
      for investment and may not be sold or transferred in the absence of an effective
      Registration Statement for the shares under the Act unless in the opinion of
      counsel satisfactory to the Company, registration is not required under the
      Act."

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1.4 Tax
      Free Exchange of Shares.
      Infotec
      hereby agrees that where the Stockholder has
      prepared documentation and related filings to permit it to designate the
      Exchange as a tax free exchange under the rules and regulations of the Internal
      Revenue Service, Infotec shall adopt and execute such documents and make such
      elections as shall be required by the Internal Revenue Service for
      Infotec*s
      adoption and the Stockholder agrees that it will be solely responsible for
      all
      costs associated with the provisions of this paragraph 1.4.

    


    


    Section
      2. Representations and Warranties of the Stockholder.

    


    The
      Stockholder hereby represents and warrants as follows:

    


    2.1 Organization
      and Good Standing; Ownership of Shares.
      ebahn
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada, and is entitled to own or lease its properties
      and
      to carry on its business as and in the places where such properties are now
      owned, leased or operated and such business is now conducted.

    


    2.2 Ownership
      of Capital Stock.
      The
      Stockholder represent that he, she or it is the owner of record and beneficially
      of all of the shares of capital stock of ebahn reflected on Exhibit A hereto,
      all of which shares are free and clear of all rights, claims, liens and
      encumbrances, and have not been sold, pledged, assigned or otherwise transferred
      except pursuant to this Agreement. The ebahn Shares represent 100% of the issued
      and outstanding shares of ebahn and that there are no outstanding subscriptions,
      rights, options, warrants or other agreements obligating either ebahn or the
      Stockholder to issue, sell or transfer any stock or other securities of ebahn
      except in accordance with this Agreement.

    


    2.3 Actions
      and Proceedings.
      There
      is no outstanding order, judgment, injunction, award or decree of any court,
      governmental or regulatory body or arbitration tribunal against or involving
      ebahn. There is no action, suit or claim or legal, administrative or arbitral
      proceeding or (whether or not the defense thereof or liabilities in respect
      thereof are covered by insurance) pending or threatened against or involving
      ebahn or any of its properties or assets. There is no fact, event or
      circumstances that may give rise to any suit, action, claim, investigation
      or
      proceeding. 

    


    2.4 Brokers
      or Finders.
      No
      broker's or finder's fee will be payable by ebahn in connection with the
      transactions contemplated by this Agreement, nor will any such fee be incurred
      as a result of any actions by ebahn or the Stockholder.

    


    2.5 Liabilities.
      ebahn
      does not have any direct or indirect indebtedness, liability, claim, loss,
      damage, deficiency, obligation or responsibility, known or unknown, fixed or
      unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute,
      contingent or otherwise, including, without limitation, any liability on account
      of taxes, any other governmental charge or lawsuit (all of the foregoing
      collectively defined to as "Liabilities"), which are not fully, fairly and
      adequately reflected in Exhibit B hereto (referred to as the “Stockholder
      Loan”). As of the Closing Date, ebahn will not have any Liabilities, other than
      Liabilities fully and adequately reflected in Exhibit B hereto and the
      Stockholder shall be responsible for full and absolute payment or accounting
      for
      all Liabilities not reflected in Exhibit B hereto.

    


    2.6 Full
      Disclosure.
      No
      representation or warranty by Infotec in this Agreement or in any document
      or
      schedule to be delivered by it pursuant hereto, and no written statement,
      certificate or instrument furnished or to be furnished to the Stockholder
      pursuant hereto or in connection with the execution or performance of this
      Agreement contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state any fact necessary to make any statement herein
      or
      therein not materially misleading or necessary to a complete and correct
      presentation of all material aspects of the business of Infotec. 

    


    2.7 Representations
      and Warranties on Closing Date.
      The
      representations and warranties contained in this Section 2 shall be true and
      complete on the Closing Date with the same force and effect as though such
      representations and warranties had been made on and as of the Closing
      Date.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Section
      3. Representations and Warranties of Infotec

    


    Infotec
      hereby represents and warrants to ebahn and the Stockholder as
      follows:

    


    3.1 Organization
      and Good Standing.
      Infotec
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada and is entitled to own or lease its properties
      and
      to carry on its business as and in the places where such properties are now
      owned, leased, or operated and such business is now conducted. 

    


    3.2 The
      Infotec Shares.
      The
      Infotec Shares have been or will have been duly authorized by all necessary
      corporate and stockholder actions and, when so issued in accordance with the
      terms of this Agreement, will be validly issued, fully paid and
      non-assessable.

    


    3.3 Full
      Disclosure.
      No
      representation or warranty by Infotec in this Agreement or in any document
      or
      schedule to be delivered by it pursuant hereto, and no written statement,
      certificate or instrument furnished or to be furnished to the Stockholder
      pursuant hereto or in connection with the execution or performance of this
      Agreement contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state any fact necessary to make any statement herein
      or
      therein not materially misleading or necessary to a complete and correct
      presentation of all material aspects of the business of Infotec. 

    


    Section
      4. Covenants

    


    4.1 Corporate
      Examination and Investigations.
      Prior
      to the Closing Date, the parties acknowledge that they have been entitled,
      through their employees and representatives, to make such investigation of
      the
      assets, properties, business and operations, books, records and financial
      condition of the other as they each may reasonably require. No investigation
      by
      a party hereto shall, however, diminish or waive in any way any of the
      representations, warranties, covenants or agreements of the other party under
      this Agreement.

    


    4.2 Expenses.
      Each
      party hereto agrees to pay its own costs and expenses incurred in negotiating
      this Agreement and consummating the transactions described herein. 

     

    4.3 Further
      Assurances.
      The
      parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby. Each such party shall use
      its
      best efforts to fulfill or obtain the fulfillment of the conditions to the
      Closing, including, without limitation, the execution and delivery of any
      documents or other papers, the execution and delivery of which are necessary
      or
      appropriate to the Closing.

    


    4.4 Confidentiality.
      In the
      event the transactions contemplated by this Agreement are not consummated,
      each
      of the parties hereto agree to keep confidential any information disclosed
      to
      each other in connection therewith for a period of one (1) year from the date
      hereof; provided, however, such obligation shall not apply to information which:
      

    


    (i) at
      the
      time of disclosure was public knowledge; 

    


    (ii) after
      the
      time of disclosure becomes public knowledge (except due to the unauthorized
      action of the receiving party); or

    


    (iii) the
      receiving party lawfully had within its possession at the time of
      disclosure.

    


    Section
      5. Survival of Representations and Warranties of
      Infotec

    


    Notwithstanding
      any right of the Stockholder fully to investigate the affairs of Infotec, the
      former shall have the right to rely fully upon the representations, warranties,
      covenants and agreements of Infotec contained in this Agreement or in any
      document delivered by Infotec or any of its representatives, in connection
      with
      the transactions contemplated by this Agreement. All such representations,
      warranties, covenants and agreements shall survive the execution and delivery
      hereof and the Closing Date hereunder for twelve (12) months following the
      Closing.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Section
      6. Survival of Representations and Warranties of the
      Stockholder

    


    Notwithstanding
      any right of Infotec fully to investigate the affairs of ebahn, Infotec has
      the
      right to rely fully upon the representations, warranties, covenants and
      agreements of the Stockholder contained in this Agreement or in any document
      delivered to Infotec by the latter or any of their representatives in connection
      with the transactions contemplated by this Agreement. All such representations,
      warranties, covenants and agreements shall survive the execution and delivery
      hereof and the Closing Date hereunder for twelve (12) months following the
      Closing.

    


    Section
      7. Indemnification

    


    Subject
      to the limitations on the survival of representations and warranties contained
      in Section 2, the Stockholder agrees to indemnify, defend and hold harmless
      Infotec from and against any loss, based upon, arising out of or otherwise
      due
      to any inaccuracy in or any breach of any representation, warranty, covenant
      or
      agreement which they have made and which are contained in this Agreement or
      in
      any document or other writing delivered pursuant to this Agreement.

    


    Section
      8. The Closing

    


    The
      Closing shall take place on or prior to September 30, 2005. At the Closing,
      the
      parties shall provide each other with such documents as may be necessary or
      appropriate in order to consummate the transactions contemplated hereby
      including evidence of due authorization of the Agreement and the transactions
      contemplated hereby and the Stockholder shall provide to Infotec, copies of
      the
      resignation of directors of ebahn, except Michael Elliot, and copies of the
      resolution appointing Carol Shaw a director and president of ebahn and Robert
      Danvers, secretary and treasurer of ebahn.

    


    Section
      9. Miscellaneous

    


    9.1 Waivers.
      The
      waiver of a breach of this Agreement or the failure of any party hereto to
      exercise any right under this Agreement shall in no event constitute waiver
      as
      to any future breach whether similar or dissimilar in nature or as to the
      exercise of any further right under this Agreement.

    


    9.2 Amendment.
      This
      Agreement may be amended or modified only by an instrument of equal formality
      signed by the parties or the duly authorized representatives of the respective
      parties.

    


    9.3 Assignment.
      This
      Agreement is not assignable except by operation of law.

    


    9.4 Governing
      Law.
      This
      Agreement shall be construed, and the legal relations by the parties determined,
      in accordance with the laws of the Province of British Columbia, Canada, thereby
      precluding any choice of law rules which may direct the applicable of the laws
      of any other jurisdiction.

    


    9.5 Publicity.
      No
      publicity release or announcement concerning this Agreement or the transactions
      contemplated hereby shall be issued by any party hereto at any time from the
      signing hereof without advance approval in writing from Infotec and ebahn,
      of
      the form and substance thereof except as required to stay in compliance with
      the
      Infotec reporting obligations under the Securities Exchange Act of
      1934.

    


    9.6 Entire
      Agreement.
      This
      Agreement (including the Exhibits and Schedules hereto) and the collateral
      agreements executed in connection with the consummation of the transactions
      contemplated herein contain the entire agreement among the parties with respect
      to the purchase and issuance of the ebahn Shares and the Infotec Shares and
      related transactions, and supersede all prior agreements, written or oral,
      with
      respect thereto.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    9.7 Headings.
      The
      headings in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

    


    9.8 Severability
      of Provisions.
      The
      invalidity or unenforceability of any term, phrase, clause, paragraph,
      restriction, covenant, agreement or other provision of this Agreement shall
      in
      no way affect the validity or enforcement of any other provision or any part
      thereof.

    


    9.9 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed, shall constitute an original copy hereof, but all of which together
      shall consider but one and the same document.

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement on the date first above
      written.

    


    Infotec
      Business Systems, Inc. 

    


    


    By:
      /s/
      Carol Shaw 

    


    Name:
      Carol
      Shaw 

    


    Its:
      President
      

    


    THE
      STOCKHOLDER

    OPUS
      MEDIA COMMUNICATIONS INC.


    


    By:
       /s/
      Kenneth Taves

    


    Name:
       Kenneth
      Taves

    


    Its:
       Secretary

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    


    EXCHANGE

    


     

    
      	
              Name
                of

              Shareholders

            	 	
               Shares
                of

              ebahn
                to

              be
                Exchanged

            	 	
              Infotec

              Shares
                to

              be
                Received

              at
                Closing 

            	 
	 	 	 	 	 	 	 	 
	Opus
              Media Communications Inc.	 	 	1,500,000	 	 	900,000	 
	 	 	 	 	 	 	 	 
	Bill
              Jacobson	 	 	-	 	 	200,000	 
	 	 	 	 	 	 	 	 
	 	 	 	1,500,000	 	 	1,100,000	 


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    LIABILITIES
      OF EBAHN

    


    (the
      “STOCKHOLDER LOAN”)


     

     

    


    


    
      	Name
              of
              Creditor 	 	
              Amount

            	 	
               Type
                and Term

            	 
	 	 	 	 	 	 
	Opus
              Media Communications Inc.	 	 	7,744	 	 	
              Payment
                of expenses for web
                development, editing and
                filing.

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Totals

            	 	$	7,744