Exhibit 2.1


               STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

           THIS  STOCK  PURHCASE  AGREEMENT  AND  PLAN  OF  REORGANIZATION  (the
"Agreement")  is made this 27th day of January  2004,  by and among  Autocarbon,
Inc., a Delaware  corporation  ("ATCB");  New Concepts  Nutraceuticals,  Inc., a
Delaware  corporation  ("NCN"); and the persons listed in Exhibit A-1 hereof who
are the  owners of record of all the  issued  and  outstanding  stock of NCN who
execute and deliver the Agreement ("NCN Stockholders"), based on the following:

                                    RECITALS

           ATCB wishes to acquire all the issued and outstanding stock of NCN in
exchange  for stock of ATCB in a  transaction  intended to qualify as a tax-free
exchange pursuant to section  368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.  The parties  intend for this  Agreement to represent  the terms and
conditions of such tax-free  reorganization,  which Agreement the parties hereby
adopt.

                                    AGREEMENT

           Based on the  stated  premises,  which  are  incorporated  herein  by
reference,  and for and in  consideration of the mutual covenants and agreements
hereinafter  set  forth,  the  mutual  benefits  to the  parties  to be  derived
herefrom, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, it is hereby agreed as follows:

                                    ARTICLE I
                                EXCHANGE OF STOCK

           1.01 Exchange of Shares.  On the terms and subject to the  conditions
set forth in this  Agreement,  on the Closing  Date (as defined in Section  1.05
hereof), the NCN Stockholders shall assign,  transfer, and deliver to ATCB, free
and clear of all liens, pledges, encumbrances,  charges, restrictions, or claims
of any kind, nature, or description, all issued and outstanding shares of common
stock of NCN (the "NCN  Shares")  held by NCN  Stockholders  which  shares shall
represent all issued and outstanding shares of NCN common stock, and ATCB agrees
to  acquire  such  shares on such date by issuing  and  delivering  in  exchange
therefore an aggregate of 31,295,000 restricted shares of ATCB common stock, par
value $0.0001 per share, (the "ATCB Common Stock. The shares are to be exchanged
on the basis of ten (10) shares of NCN for each one (1) share of ATCB.

           1.02 Delivery of  Certificates by NCN  Stockholders.  The transfer of
NCN Shares by the NCN Stockholders  shall be effected by the delivery to ATCB at
the Closing (as set forth in Section 1.05 hereof) of  certificates  representing
the transferred shares endorsed in blank or accompanied by stock powers executed
in  blank,  with all  signatures  guaranteed  and if  applicable  all  necessary

<PAGE>

transfer  taxes  and  other  revenue  stamps  affixed  and  acquired  at the NCN
Stockholders' expense.

           1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction  contemplated  hereby,  ATCB will own all the issued and outstanding
shares of NCN and NCN will be a wholly-owned  subsidiary of ATCB operation under
the name NCN  Nutraceuticals,  Inc.,  or such other name as may be acceptable to
the NCN board of directors.

           1.04  Further  Assurances.  At the  Closing  and  from  time  to time
thereafter,  the NCN Stockholders shall execute such additional  instruments and
take such other action as ATCB may reasonably request, without undue cost to the
NCN Stockholders in order to more effectively sell,  transfer,  and assign clear
title and ownership in the NCN Shares to ATCB.

           1.05 Closing and Parties.  The Closing  contemplated  hereby shall be
held at a mutually agreed upon time and place on or before Januaray 27, 2004, or
on another date to be agreed to in writing by the parties (the "Closing  Date").
The Agreement may be closed at any time following  approval by a majority of the
shareholders  of ATCB Common  Stock as set forth in Section  4.02 hereof and the
NCN  Stockholders  as set forth in Section 5.02. The Closing may be accomplished
by wire,  express  mail,  overnight  courier,  conference  telephone  call or as
otherwise  agreed  to  by  the  respective  parties  or  their  duly  authorized
representatives.

           1.06   Closing Events

           (a)  ATCB  Deliveries.  Subject  to  fulfillment  or  waiver  of  the
     conditions  set forth in Article IV,  ATCB shall  deliver to NCN at Closing
     all the following:

                  (i) A certificate of good standing from the secretary of State
                  of  Delaware,  issued as of a date within  sixty days prior to
                  the Closing Date,  certifying that ATCB is in good standing as
                  a corporation in the State of Delaware;

                  (ii) Incumbency and specimen signature  certificates dated the
                  Closing Date with  respect to the  officers of ATCB  executing
                  this  Agreement  and any  other  document  delivered  pursuant
                  hereto on behalf of ATCB;

                  (iii) Copies of the  resolution of ATCB board of directors and
                  shareholder minutes or consents  authorizing the execution and
                  performance   of   this   Agreement   and   the   contemplated
                  transactions,  certified  by  the  secretary  or an  assistant
                  secretary of ATCB as of the Closing Date;

                  (iv)  The  certificate  contemplated  by  Section  4.02,  duly
                  executed by the chief executive officer of ATCB;

                  (v) The certificate  contemplated  by Section 4.03,  dated the
                  Closing Date,  signed by the chief executive  officer of ATCB;
                  and

                  (vii) (vi)  Certificates for 31,295,000  shares of ATCB Common
                  Stock in the names of the NCN  Stockholders and in the amounts
                  set forth in Exhibit "A"


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<PAGE>

           In  addition to the above  deliveries,  ATCB shall take all steps and
actions as NCN and NCN Stockholders  may reasonably  request or as may otherwise
be reasonably necessary to consummate the transactions contemplated hereby.

           (b)  NCN  Deliveries.   Subject  to  fulfillment  or  waiver  of  the
     conditions  set forth in  Article V, NCN  and/or  NCN  Stockholder's  shall
     deliver to ATCB at Closing all the following:

                  (i) A certificate  of good standing from Secretary of State of
                  Delaware,  issued as of a date within  sixty days prior to the
                  Closing  Date,  certifying  that NCN is in good  standing as a
                  corporation in the State of Delaware;

                  (ii) Incumbency and specimen signature  certificates dated the
                  Closing  Date with  respect to the  officers of NCN  executing
                  this  Agreement  and any  other  document  delivered  pursuant
                  hereto on behalf of NCN:

                  (iii) Copies of  resolutions  of the board of directors and of
                  the   stockholders   of  NCN  authorizing  the  execution  and
                  performance   of   this   Agreement   and   the   contemplated
                  transactions,  certified  by  the  secretary  or an  assistant
                  secretary of NCN as of the Closing Dates;

                  (iv) The certificate contemplated by Section 5.03, executed by
                  the chief operating officer of NCN;

                  (v) The certificate  contemplated  by Section 5.04,  dated the
                  Closing  Date,  and signed by the chief  operating  officer of
                  NCN;

                  (vi) The shareholder certificates contemplated by section.

           In  addition  to the above  deliveries,  NCN shall take all steps and
actions  as ATCB  may  reasonably  request  or as may  otherwise  be  reasonably
necessary to consummate the transactions contemplated hereby.

           1.07      Termination

           (a) This  Agreement  may be  terminated  by the board of directors of
     either ATCB or NCN at any time prior to the Closing Date if:

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

                  (ii)  Any  of  the   transactions   contemplated   hereby  are
                  disapproved  by any  regulatory  authority  whose  approval is
                  required to consummate such  transactions or in the reasonable
                  judgment  of such board of  directors,  made in good faith and
                  based  on  the  advice  of  counsel,   there  is   substantial
                  likelihood that any such approval will not be obtained or will
                  be obtained only on a condition or  conditions  which would be
                  unduly  burdensome,  making it inadvisable to proceed with the
                  exchange;

           In the event of termination pursuant to this paragraph (a) of Section
1.07, no obligation,  right, or liability shall arise hereunder,  and each party
shall bear all of the expenses incurred by it in contemplated hereby.


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<PAGE>

           (b) This Agreement may be terminated at any time prior to the Closing
Date by action of the board of  directors  of ATCB if (i)  shareholders  of ATCB
owning more than five percent (5%) of the issued and outstanding  shares of ATCB
Common Stock  perfect their  dissenter's  rights with respect to the approval of
this Agreement and the transactions  contemplated hereby, (ii) NCN shall fail to
comply in any material respect with any of its covenants or agreements contained
in  this  Agreement  or if any  of  the  representations  or  warranties  of NCN
contained  herein  shall be  inaccurate  in any  material  respect or (iii) ATCB
determines that there has been or is likely to be any material adverse change in
the financial or legal  condition of NCN . In the event of termination  pursuant
to this paragraph (b) of this Section 1.07, no  obligation,  right,  remedy,  or
liability shall arise hereunder. All parties shall bear their own costs incurred
in connection with the negotiation, preparation, and execution of this Agreement
and the transactions contemplated hereby.

           (c) This Agreement may be terminated at any time prior to the Closing
Date by action  of the  board of  directors  of NCN if (i)  shareholders  of NCN
owning more than five percent (5%) of the issued and  outstanding  shares of NCN
Shares  perfect  their  dissenter's  rights with respect to the approval of this
Agreement  and the  transactions  contemplated  herby,  (ii) ATCB  shall fail to
comply in any material respect with any of its covenants or agreements contained
in  this  Agreement  or if any of the  representations  or  warranties  of  ATCB
contained  herein  shall be  inaccurate  in any material  respect,  or (iii) NCN
determines  that  there has been or is likely  to be any  adverse  change in the
financial or legal  condition of ATCB. In the event of  termination  pursuant to
this  paragraph (c) of this Section  1.07,  no  obligation,  right,  remedy,  or
liability  shall arise  hereunder.  All parties  shall each bear their own costs
incurred in connection with the negotiation,  preparation, and execution of this
Agreement and the transactions contemplated hereby.


                                   ARTICLE II
                REPRESENTATION, COVENANTS, AND WARRANTIES OF ATCB

           As an  inducement  to, and to obtain the  reliance  of NCN and/or NCN
shareholders, ATCB represents and warrants as follows:

           2.01  Organization.  ATCB is,  and  will be on the  Closing  Date,  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of  Delaware  and has the  corporate  power and is and will be
duly authorized,  qualified, franchised, and licensed under all applicable laws,
regulations,  ordinances,  and  orders of public  authorities  to own all of its
properties  and assets and to carry on its business in all material  respects as
it is now being conducted,  and there are no other  jurisdictions in which it is
not so qualified in which the  character  and location of the assets owned by it
or the nature of the material business transacted by it requires  qualification,
except where  failure to do so would not have a material  adverse  effect on its
business, operation, properties, assets or condition. The execution and delivery
of  this  Agreement  does  not,  and  the   consummation  of  the   transactions
contemplated  by this  Agreement in  accordance  with the terms hereof will not,
violate any  provision of ATCB  articles of  incorporation  or bylaws,  or other
agreement to which it is a party or by which it is bound.


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<PAGE>

           2.02 Approval of Agreement. ATCB has full power, authority, and legal
right and has taken,  or will take, all action  required by law, its articles of
incorporation,  bylaws,  and otherwise to execute and deliver this Agreement and
to consummate the  transaction  herein  contemplated.  The board of directors of
ATCB has  authorized and approved the execution,  delivery,  and  performance of
this Agreement and the transactions contemplated hereby; subject to the approval
of the ATCB  shareholders  and compliance  with state and federal  corporate and
securities laws.

           2.03 Capitalization.  The authorized  capitalization of ATCB consists
of 100,000,000 shares, of common stock, $0.001 par value, of which approximately
3,000,000 shares are issued and outstanding.  All issued and outstanding  shares
of ATCB are legally  issued,  fully paid,  and  nonassessable  and not issued in
violation of the preemptive or other right of any person. There are no dividends
or other  amounts  due or payable  with  respect to any of the shares of capital
stock of ATCB.

           2.04      Financial Statements.

           (a) Included in the Schedules are the audited  balance sheets of ATCB
as of  March  31,  2003 and  2002,  and the  related  statement  of  operations,
stockholder's  equity (deficit),  and cash flows for the fiscal year ended March
31, 2002 and 2003,  including the notes thereto,  and the accompanying report of
AMISANO HANSON;  independent  certified public  accountants.  At or prior to the
Closing Date, ATCB shall deliver the un-audited balance sheet of ATCB as of June
30,  2003,  and the  related  statements  of  operations,  stockholders'  equity
(deficit),  and cash flows for the three months  ended June 30,  2003,  together
with the notes  thereto and  representations  by the  principal  accounting  and
financial officer of ATCB to the effect that such financial  statements  contain
all adjustments  (all of which are normal  recurring  adjustments)  necessary to
present fairly the results of operations and financial  position for the periods
and as of the dates  indicated and such financial  statements  shall not reflect
any  material  changes  since the  March 31,  2003,  financial  statements.  All
documents  referred  to  herein  are  available  as public  disclosure  document
pursuant to the Periodic Filing  Requirements  and as listed on the EDGAR system
of the SEC.

           (b) The financial  statements of ATCB  delivered  pursuant to Section
2.04(a) have been  prepared in accordance  with  generally  accepted  accounting
principles  consistently applied throughout the periods involved as explained in
the notes to such financial  statements.  The ATCB financial  statements present
fairly,  in all material  respects,  as of their respective dates, the financial
position  of ATCB.  ATCB  did not  have,  as of the  date of any such  financial
statements,  except as and to the extent  reflected or reserved against therein,
any  liabilities  or  obligations  (absolute  or  contingent)  which  should  be
reflected therein in accordance with generally accepted  accounting  principles,
and  all  assets  reflected  therein  presently  fairly  the  assets  of ATCB in
accordance with generally accepted accounting principles

           (c) ATCB has filed or will file as the  Closing  Date all tax returns
required to be filed by it from  inception to the Closing Date. All such returns
and  reports  are  accurate  and correct in all  material  respect.  ATCB has no
material liabilities with respect to the payment of any federal,  state, county,
local,  or other taxes  (including  any  deficiencies,  interest,  or penalties)
accrued  for or  applicable  to the period  ended on the date of the most recent
balance sheet of ATCB,  except to the extent reflected on such balance sheet and
all such dates and years and  periods  prior  thereto  and for which ATCB may at
said date have been liable in its own right or as  transferee  of the assets of,
or as successor to, any other  corporation  or entity,  except for taxes accrued
but not yet due and payable,  and to the best  knowledge of ATCB,  no deficiency


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<PAGE>

assessment or proposed adjustment of any such tax return is pending, proposed or
contemplated. To the best knowledge of ATCB, none of such income tax returns has
been examined or is currently being examined by the Internal Revenue Service and
no deficiency  assessment or proposed  adjustment of any such return is pending,
proposed  or  contemplated.  ATCB  has not  made any  election  pursuant  to the
provisions of any  applicable  tax laws (other than elections that relate solely
to methods  of  accounting,  depreciation,  or  amortization)  that would have a
material  adverse  affect on ATCB,  its  financial  condition,  its  business as
presently  conducted  or  proposed  to be  conducted,  or any of its  respective
properties or material  assets.  There are no outstanding  agreements or waivers
extending  the statutory  period of  limitation  applicable to any tax return of
ATCB.

           2.05 Outstanding Warrants and Options. ATCB has no existing Warrants,
options,  calls,  or  commitments  of any nature  relating to the authorized and
un-issued ATCB Common Stock.

           2.06 Information.  The information  concerning ATCB set forth in this
Agreement is complete and accurate in all material respects and does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required to make the statements made, in light of the circumstances  under which
they were made, not misleading.  ATCB shall cause the schedules  delivered by it
pursuant  hereto and the  instruments  delivered to NCN  hereunder to be updated
after the date hereof up to and including the Closing Date.

           2.07  Absence  of Certain  Changes or Events.  Except as set forth in
this Agreement or the schedules  hereto,  since the date of the most recent ATCB
balance sheet described in Section 2.04 and included in the information referred
to in Section 2.06.

           (a)  There  has not  been  (i) any  material  adverse  change  in the
business,  operations,  properties,  level of inventory, assets, or condition of
ATCB or (ii) any damage, destruction, or loss to ATCB (whether or not covered by
insurance)   materially  and  adversely  affecting  the  business,   operations,
properties, assets, or conditions of ATCB;

           (b) ATCB has not (i) amended its articles of incorporation or bylaws;
(ii) declared or made, or agreed to declare or make, any payment of dividends or
distributions  of any assets of any kind whatsoever to stockholders or purchased
or redeemed,  or agreed to purchase or redeem,  any of its capital stock;  (iii)
waived any rights of value which in the aggregate are  extraordinary or material
considering the business of ATCB; (iv) made any material change in its method of
management,  operation,  or  accounting;  (v)  entered  into any other  material
transactions;  (vi) made any accrual or arrangement for or payment of bonuses or
special  compensation  of any kind or any  severance or  termination  pay to any
present or former officer or employee;  (vii) increased the rate of compensation
payable or to become payable by it to any of its officers or directors or any of
its employees  whose monthly  compensation  exceeds  $1,000;  or (viii) made any
increase  in  any  profit-sharing,   bonus,  deferred  compensation,  insurance,
pension,  retirement,  or other employee benefit plan,  payment,  or arrangement
made to, for, or with its officers, directors, or employees;

           (c)  ATCB  has not (i)  granted  or  agreed  to  grant  any  options,
warrants,  or other rights for its stocks,  bonds, or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or
incurred,  or become subject to, any material  obligation or liability (absolute
or contingent) except  liabilities  incurred in the ordinary course of business;
(iii) paid any material  obligation or liability  (absolute or contingent) other


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<PAGE>

than current  liabilities  reflected in or shown on the most recent ATCB balance
sheet and current liabilities incurred since that date in the ordinary course of
business;  (iv) sold or transferred,  or agreed to sell or transfer,  any of its
material assets, properties, or rights (except assets, properties, or rights not
unused or un-useful in its business which, in the aggregate have a value of less
than $5,000 or canceled,  or agreed to cancel, any debts or claims (except debts
and claims which in the aggregate  are of a value of less than $5,000;  (v) made
or permitted any amendment or termination of any contract, agreement, or license
to which it is a party if such amendment or termination is material, considering
the business of ATCB; or (vi) issued,  delivered,  or agreed to issue or deliver
any stock, bonds, or other corporate  securities  including  debentures (whether
authorized and un-issued or held as treasury stock); and

           (d) To the best  knowledge of ATCB, it has not become  subject to any
law or regulation which materially and adversely affects, or in the future would
be  reasonably   expected  to  adversely  affect,   the  business,   operations,
properties, assets, or condition of ATCB.

           2.08 Litigation and Proceeding. There are no material actions, suits,
or  administrative  or other  proceedings  pending or, to the knowledge of ATCB,
threatened by or against ATCB or adversely affecting ATCB or its properties,  at
law  or  in  equity,   before  any  court  or  other   governmental   agency  or
instrumentality, domestic or foreign, or before any arbitrator of any kind. ATCB
does not have any  knowledge  of any  default  on its part with  respect  to any
default  on its part with  respect to any  judgment,  order,  writ,  injunction,
decree,  award,  rule, or regulation of any court,  arbitrator,  or governmental
agency or instrumentality.

           2.09 Compliance With Laws and Regulations. ATCB has complied with all
applicable statutes and regulations of any federal, state, or other governmental
entity or agency thereof,  except to the extent that noncompliance (i) could not
materially and adversely affect the business, operations, properties, assets, or
conditions  of ATCB or (ii) could not result in the  occurrence  of any material
liability  for ATCB. To the best  knowledge of ATCB,  the  consummation  of this
transaction will comply with all applicable statures and regulations, subject to
the preparation and filing of any forms required by state and federal securities
laws.

           2.10  Material  Contract  Defaults.  ATCB  is not in  default  in any
material respect under the terms of any outstanding contract,  agreement, lease,
or other commitment which is material to the business,  operations,  properties,
assets,  or condition of ATCB,  and there is no event of default in any material
respect  under any such  contract,  agreement,  lease,  or other  commitment  in
respect of which  ATCB has not taken  adequate  steps to prevent  such a default
from  occurring,  except for the amounts due and owing George L. Riggs,  III and
Aaron Stein.

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

           2.12 Subsidiary.  ATCB does not own,  beneficially or of record,  any
equity securities in any other entity, other than Tri-State Acquisition Corp.


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<PAGE>

           2.13  ATCB  Schedules.  ATCB  has  delivered  to  NCN  the  following
schedules,  which are collectively referred to as the "ATCB Schedules" and which
consist of the following separate schedules dated as of the date of execution of
this Agreement,  all certified by a duly authorized officer of ATCB as complete,
true and accurate:

           (a) A schedule  including copies of the articles of incorporation and
bylaws of ATCB in effect as of the date of this Agreement;

           (b) A schedule  containing copies of resolutions adopted by the board
of  directors of ATCB  approving  this  Agreement  and the  transactions  herein
contemplated;

           (c) A schedule  setting forth a description  of any material  adverse
change in the business, operations, property, inventory, assets, or condition of
ATCB since the most recent ATCB balance sheet,  required to be provided pursuant
to Section 2.04 hereof,

           (d) A  schedule  setting  forth  the  financial  statements  required
pursuant to Section 2.04(a) hereof; and

           (e) A schedule setting forth any other information, together with any
required copies of documents,  required to be disclosed in the ATCB Schedules by
Sections 2.01 through 2.12.

           ATCB shall cause the ATCB Schedules and the instruments  delivered to
NCN  hereunder  to be  updated  after  the date  hereof  up to and  including  a
specified date not more than three business days prior to the Closing Date. Such
updated  ATCB  Schedules,  certified  in the same  manner as the  original  ATCB
Schedules,  shall be  delivered  prior to and as a  condition  precedent  to the
obligation of the NCN to close.


                                   ARTICLE III
                REPRESENTATIONS, COVENANTS, AND WARRANTIES OF NCN

           As an  inducement  to,  and to obtain  the  reliance  of,  ATCB,  NCN
represents and warrants as follows:

           3.01  Organization.  NCN is,  and  will  be on the  Closing  Date,  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of  Illinois  and has the  corporate  power and is and will be
duly authorized,  qualified, franchised, and licensed under all applicable laws,
regulations,  ordinances,  and  orders of public  authorities  to own all of its
properties  and assets and to carry on its business in all material  respects as
it is now being conducted,  and there are no other  jurisdictions in which it is
not so qualified in which the  character  and location of the assets owned by it
or the nature of the material business transacted by its requires qualification,
except where  failure to do so would not have a material  adverse  effect on its
business,  operations,  properties,  assets or conditions of NCN . The execution
and delivery of this Agreement does not, and the consummation of the transaction
contemplated  by this  Agreement in  accordance  with the terms hereof will not,
violate any provision of NCN's memorandum or articles of incorporation, or other
material agreement to which it is a party or by which it is bound.

           3.02 Approval of Agreement.  NCN has full power, authority, and legal
right and has taken,  or will take, all action  required by law, its articles of
incorporation,  memorandum,  or otherwise to execute and deliver this  Agreement


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<PAGE>

and to consummate the transactions herein  contemplated.  The board of directors
of NCN have authorized and approved the execution,  delivery, and performance of
this Agreement and the transactions contemplated hereby; subject to the approval
of the NCN Stockholders and compliance with provincial and federal corporate and
securities laws.

           3.03 Capitalization. The authorized capitalization of NCN consists of
10,000,000 shares, no par value, of which as of the date hereof 3,129,500 shares
are issued and outstanding. All issued and outstanding shares of NCN are legally
issued,  fully  paid,  and  non-assessable  and not issued in  violation  of the
preemptive or other right of any person. There are no dividends or other amounts
due or payable with respect to any of the shares of capital stock of NCN.

           3.04      Financial Statements.

           (a) Included in Schedule 3.04 are the un-audited balance sheet of NCN
as of December 31, 2002 and 2001 and the related statements of operations,  cash
flows, and stockholders'  equity,  for the past five years, and the accompanying
reports of Aaron Stein, independent certified general accountant. At or prior to
the Closing Date,  NCN shall deliver the  un-audited  balance sheet of NCN as of
June 30, 2002, and the related  statements of operations,  stockholders'  equity
(deficit),  as cash flows for the six months ended June 30, 2002,  together with
the notes thereto and  representations  by the chief operation officer of NCN to
the effect that such financial  statements contain all adjustments (all of which
are normal  recurring  adjustments)  necessary to present  fairly the results of
operations and financial position for the periods and as the dates indicated.

           (b) The audited financial  statements  delivered  pursuant to Section
3.04(a) have been  prepared in accordance  with  generally  accepted  accounting
principles  consistently applied throughout the periods involved.  The financial
statements of NCN present fairly,  as of their  respective  dates, the financial
position of NCN. NCN did not have,  as of the date of any such  balance  sheets,
except  as and  to  the  extent  reflected  or  reserved  against  therein,  any
liabilities or obligations (absolute or contingent) which should be reflected in
any  financial  statements  or the notes  thereto  prepared in  accordance  with
generally  accepted  accounting  principles,  and all assets  reflected  therein
present  fairly  the  assets  of NCN,  in  accordance  with  generally  accepted
accounting  principles.  The  statements  of revenue and expenses and cash flows
present  fairly the  financial  position and result of  operations  of NCN as of
their respective dates and for the respective periods covered thereby.

           (c) NCN has filed or will file as the  Closing  Date all tax  returns
required to be filed by it from  inception to the Closing Date. All such returns
and  reports  are  accurate  and  correct in all  material  respect.  NCN has no
material  liabilities  with respect to the payment of any  federal,  provincial,
county,  local,  or  other  taxes  (including  and  deficiencies,  interest,  or
penalties) accrued for or applicable to the period ended on the date of the most
recent  balance  sheet of NCN,  except to the extent  reflected  on such balance
sheet and all such dates and years and periods  prior  thereto and for which NCN
may at said  date have been  liable  in its own  right or as  transferee  of the
assets of, or as successor to, any other corporation or entity, except for taxes
accrued  but not yet due and  payable,  and to the  best  knowledge  of NCN , no
deficiency  assessment or proposed adjustment of any such tax return is pending,


                                       9
<PAGE>

proposed or contemplated.  To the best knowledge of NCN, none of such income tax
returns has been examined or is currently being examined by the Internal Revenue
Service and no deficiency  assessment or proposed  adjustment of any such return
is pending, proposed or contemplated.  NCN has not made any election pursuant to
the  provisions of any  applicable  tax laws (other than  elections  that relate
solely to methods of accounting,  depreciation, or amortization) that would have
a material  adverse  affect on NCN,  its  financial  condition,  its business as
presently  conducted  or  proposed  to be  conducted,  or any of its  respective
properties or material  assets.  There are no outstanding  agreements or waivers
extending  the statutory  period of  limitation  applicable to any tax return of
NCN.

           3.05 Outstanding  Warrants and Options. NCN has no existing warrants,
options,  calls,  or  commitments  relating to the  authorized and un-issued NCN
Common Stock.

           3.06  Information.  The information  concerning NCN set forth in this
Agreement and in the schedules  delivered by NCN pursuant hereto is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact of omit to state a material  fact required to make the  statements
made, in light of the circumstances  under which they were made, not misleading.
NCN shall cause the schedules delivered by NCN pursuant hereto to ATCB hereunder
to be updated after the date hereof up to and including the Closing Date.

           3.07  Absence  of Certain  Changes or Events.  Except as set forth in
this  Agreement or The schedules  hereto,  since the date of the most recent NCN
balance sheet described in Section 3.04 and included in the information referred
to in Section 3.06.

           (a)  There  have not  been (i) any  material  adverse  change  in the
business,  operations,  properties,  level of inventory, assets, or condition of
NCN or (ii) any damage,  destruction,  or loss to NCN  materially  and adversely
affecting the business, operations, properties, assets, or conditions of NCN;

           (b)  NCN has  not  (i)  amended  its  articles  of  incorporation  or
memorandum;  (ii) declared or made, or agreed to declare or make, any payment of
dividends or  distributions of any assets of any kind whatsoever to stockholders
or purchased or  redeemed,  or agreed to purchase or redeem,  any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
and material  considering  the business of NCN; (iv) made any material change in
its method of accounting; (v) entered into any other material transactions other
than those  contemplated  by this Agreement;  (vi) made any material  accrual or
material  arrangement  for or payment of bonuses to an officer or  employee;  or
(vii)  made  any  material  increase  in  any  profit-haring,   bonus,  deferred
compensation,  insurance,  pension,  retirement, or other employee benefit plan,
payment,  or arrangement  made to, for, or with their  officers,  directors,  or
employees;

           (c) NCN has not (i) granted or agreed to grant any option,  warrants,
or other rights for its stocks, bonds, or other corporate securities calling for
the issuance  thereof;  (ii) borrowed or agreed to borrow any funds or incurred,
or become  subject  to,  any  material  obligation  or  liability  (absolute  or
contingent)  except  liabilities  incurred in the  ordinary  course of business;
(iii) paid any material  obligation or liability  (absolute or contingent) other
than  current  liabilities  reflected in or shown on the most recent NCN balance
sheet and current liabilities incurred since that date in the ordinary course of
business;  (iv) sold or transferred,  or agreed to sell or transfer,  any of its
material assets,  properties, or rights, or agreed to cancel, any material debts
or claims;  (v) made or permitted any amendment or  termination of any contract,
agreement, or license to which it is a party if such amendment or termination is


                                       10
<PAGE>

material, considering the business of NCN ; or (vi) issued, delivered, or agreed
to issue or deliver any stock,  bonds, or other corporate  securities  including
debentures (whether authorized and un-issued or held as treasury stock): and

           (d) To the best  knowledge  of NCN, it has not become  subject to any
law or  regulation,  which  materially and adversely  affects,  or in the future
would be  reasonably  expected to adversely  affect,  the  business,  operation,
properties, assets, or conditions of NCN.

           3.08  Title  and  Related  Matters.  Except  as  provided  herein  or
disclosed in the most recent NCN balance  sheet and the notes  therein,  NCN has
good and  marketable  title to all of its  properties,  inventory,  interests in
properties,  technology,  whether patented or un-patented, and assets, which are
reflected  in the most  recent NCN  balance  sheet or  acquired  after that date
(except  properties,  interests  in  properties,  and assets  sold or  otherwise
disposed of since such date in the ordinary course of business),  free and clear
of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory
liens or claims not yet  delinquent;  and (ii) such  imperfections  of title and
casements as do not, and will not,  materially  detract from, or interfere with,
the  present or  proposed  use of the  properties  subject  thereto or  affected
thereby or otherwise  materially  impair  present  business  operations  on such
properties.  To the best knowledge of NCN, its  technology  does not infringe on
the copyright,  patent,  trade, secret,  know-how, or other proprietary right of
any other person or entity and comprises all such rights necessary to permit the
operation of the business of NCN as now being conducted or as contemplated.

           3.09  Litigation and  Proceedings.  Except as otherwise  disclosed in
Schedule 3.09, there are no material actions,  suits, or proceedings pending or,
to the  knowledge of NCN,  threatened  by or against NCN or adversely  affecting
NCN,  at law or in  equity,  before  any court or other  governmental  agency or
instrumentality,  domestic or foreign, or before any arbitrator of any kind. NCN
does not have any  knowledge  of any  default  on its part with  respect  to any
judgment,  order, writ,  injunction,  decree,  award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

           3.10  Material  Contract  Defaults.  NCN  is not  in  default  in any
material respect under the terms of any outstanding contract,  agreement, lease,
or other commitment which is material to the business,  operations,  properties,
assets,  or  condition  of NCN,  and there is no event of default or other event
which,  with notice or lapse of time or both,  would constitute a default in any
material respect under any such contract,  agreement, lease, or other commitment
in respect of which NCN has not taken  adequate  steps to prevent such a default
from occurring.

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

           3.12 Governmental  Authorization.  NCN has all licenses,  franchises,
permits,  and other  governmental  authorizations  that are legally  required to
enable it to conduct its business in all  material  respects as conducted on the
date of this Agreement.  Except for compliance with federal and state securities
and  corporation  laws, as hereinafter  provided,  no  authorization,  approval,


                                       11
<PAGE>

consent, or order of, or registration, declaration, or filing with, any court or
other  governmental  body is  required  in  connection  with the  execution  and
delivery  by  NCN  of  this  Agreement  and  the  consummation  by  NCN  of  the
transactions contemplated hereby.

           3.13 Compliance With Laws and Regulations.  NCN has complied with all
applicable  statutes  and  regulations  of any  federal,  provincial,  or  other
governmental  entity or agency thereof,  except to the extent that noncompliance
would not materially and adversely affect the business, operations,  properties,
assets,  or conditions of NCN or except to the extent that  noncompliance  would
not result in the  occurrence of any material  liability for NCN. To the best of
knowledge  of NCN, the  consummation  of this  transaction  will comply with all
applicable  statutes and  regulations,  subject to the preparation and filing of
any forms required by state and federal security laws.

           3.14  Subsidiary.  NCN does not own,  beneficially or of record,  any
equity Securities in any other entity.

           3.15  NCN  Schedules.   NCN  has  delivered  to  ATCB  the  following
schedules,  which are collectively  referred to as the "NCN Schedules" and which
consist of the following separate schedules dated as of the date of execution of
this Agreement, all certified by the chief executive officer of NCN as complete,
true, and accurate:

           (a) A schedule  including  copies of the  memorandum  and articles of
Incorporation  of NCN and all  amendments  thereto effect as of the date of this
Agreement;

           (b) A schedule  containing copies of resolution  adopted by the board
of  directors  of NCN  approving  this  Agreement  and the  transactions  herein
contemplated as referred to in Section 3.02;

           (c) A schedule  setting forth a description  of any material  adverse
change in the business, operations, property, inventory, assets, or condition of
NCN since the most recent NCN balance sheet, required to be provided pursuant to
Section 3.04 hereof;

           (d) A  schedule  setting  forth  the  financial  statements  required
pursuant to Section 3.04 (a) hereof; and

           (e) A schedule setting forth any other information, together with any
required  copies of documents,  required to be disclosed in the NCN Schedules by
Sections  3.01  through  3.14.  NCN  shall  cause  the  NCN  Schedules  and  the
instruments  delivered to ATCB  hereunder to be updated after the date hereof up
to end including a specified date not more than three business days prior to the
Closing Date.  Such updated NCN  Schedules,  certified in the same manner as the
original NCN Schedules, shall be delivered prior to and as a condition precedent
to the obligation of ATCB to close.


                                   ARTICLE IV
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF NCN

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


                                       12
<PAGE>

           4.01 Shareholder Approval.  ATCB shall call and hold a meeting of its
shareholders,  or obtain the written consent of a majority of its  shareholders,
to  approve  the  transactions  contemplated  by this  agreement  including  the
acquisition  of NCN  through the  issuance  of ATCB  Common  Stock of all of the
issued and outstanding NCN Shares.

           4.02 Accuracy of Representation.  The  representations and warranties
made by ATCB in this  Agreement  were  true  when  made and shall be true at the
closing  Date with the same  force and  affect  as if such  representations  and
warranties  were made at and as of the Closing Date (except for changes  therein
permitted by this Agreement), and ATCB shall have performed or complied with all
covenants and conditions  required by this Agreement to be performed or complied
with  by  ATCB  prior  to or  at  the  Closing.  NCN  shall  be  furnished  with
certificates,  signed by duly authorized  officers of ATCB and dated the Closing
Date, to the foregoing effect.

           4.03  Officer's  Certificates.  NCN shall  have been  furnished  with
certificates  dated the  Closing  Date and signed by the duly  authorized  chief
executive  officer of ATCB to the effect that to such officers best knowledge no
litigation,  proceeding,  investigation,  or inquiry is pending  or, to the best
knowledge  of ATCB  threatened,  which  might  result  in an action to enjoin or
prevent the  consummation  of the  transactions  contemplated by this Agreement.
Furthermore,  based  on  certificates  of  good  standing,   representations  of
government  agencies,  and ATCB own documents and  information,  the certificate
shall represent, to the best knowledge of the officer, that:

           (a) This  Agreement has been duly approved by ATCB board of directors
and  shareholders  and has been duly  executed and  delivered in the name and on
behalf of ATCB by its duly  authorized  officers  pursuant to, and in compliance
with,  authority  granted  by the  board  of  directors  of ATCB  pursuant  to a
unanimous consent;

           (b)  There has been no  material  adverse  changes  in ATCB up to and
including the date of the certificate;

           (c)  All  conditions   required  by  this  Agreement  has  been  met,
satisfied, or performed by ATCB;

           (d) All authorizations,  consents, approvals,  registrations,  and/or
filings with any governmental body, agency, or court required in connection with
the  execution  and delivery of the documents by ATCB have been obtained and are
in full force and effect or, if not required to have been  obtained,  will be in
full force and effect by such time as may be required; and

           (e)  There is no  material  action,  suit,  proceeding,  inquiry,  or
investigation  at law or in  equity  by any  public  board  or body  pending  or
threatened  against ATCB,  wherein an unfavorable  decision,  ruling, or finding
could have an adverse  effect on the financial  condition of ATCB, the operation
of ATCB, or the  acquisition  and  reorganization  contemplated  herein,  or any
agreement  or  instrument  by which  ATCB is bound  or in any way  contests  the
existence of ATCB.

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


                                       13
<PAGE>

           4.05 Good  Standings.  NCN shall have received a certificate  of good
standing  from the  secretary of state of Delaware,  dated as of the date within
five days prior to the Closing Date, certifying that ATCB is in good standing as
a corporation in the State of Delaware.

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


                                    ARTICLE V
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF ATCB

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

           5.01 Shareholder Approval.  ATCB shall call and hold a meeting of its
shareholders,  or obtain through a majority written consent of its shareholders,
whereby the  shareholders  of ATCB  authorize and approve this Agreement and the
transactions contemplated hereby.

           5.02 NCN  Shareholders.  Holders of all of the issued and outstanding
NCN Shares shall agree to this Agreement and the exchange of shares contemplated
by this Agreement.

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

           5.04  Officer's  Certificates.  ATCB shall have been  furnished  with
certificates  dated the  Closing  Date and signed by the duly  authorized  chief
operating  officer  of  NCN  to  the  effect  that  no  litigation,  proceeding,
investigation,  or  inquiry  is  pending  or,  to the  best  knowledge  of  NCN,
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation of the  transactions  contemplated by this Agreement.  Furthermore,
these certificates shall represent, to the best knowledge of the officer, that:

           (a) This Agreement has been duly approved by NCN's board of directors
and  shareholders  and has been duly  executed and  delivered in the name and on
behalf of NCN by its duly  authorized  officers  pursuant to, and in  compliance
with, authority granted by the board of directors of NCN pursuant to a unanimous
consent of its board of directors and a majority vote of its stockholders:

           (b)  Except as  provided  or  permitted  herein,  there  have been no
material adverse changes in NCN up to and including the date of the certificate;

           (c) All authorizations,  consents, approvals,  registrations,  and/or
filing with any governmental  body agency,  or court required in connection with
the execution and delivery of the documents by NCN have been obtained and are in


                                       14
<PAGE>

full force and effect or, if not required to have been  obtained will be in full
force and effect by such time as may be required: and

           (d) Except as  otherwise  disclosed  in  Schedule  3.08,  there is no
material action, suit, proceeding, inquiry, or investigation at law or in equity
by any  public  board or body  pending or  threatened  against  NCN,  wherein an
unfavorable  decision,  ruling,  or finding would have an adverse  affect on the
financial  condition  of NCN,  the  operation  of NCN,  or the  acquisition  and
reorganization  contemplated  herein, or any material agreement or instrument by
which NCN is bound or would in any way contest the existence of NCN .

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

           5.06 Good  Standings.  ATCB shall have received a certificate of good
standing  from the  appropriate  authority,  dated as of a date within five days
prior  to the  Closing  Date,  certifying  that  NCN is in  good  standing  as a
corporation in the state of Delaware.

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


                                   ARTICLE VI
                                SPECIAL COVENANTS

           6.01      Activities of ATCB and NCN

           (a) From and after the date of this Agreement  until the Closing Date
and except as set forth in the respective  schedules to be delivered by ATCB and
NCN pursuant hereto or as permitted or contemplated by this Agreement,  ATCB and
NCN will each:

                  (i) Carry on its business in substantially  the same manner as
                  it has heretofore;

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

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

                  (iv)  Use its  best  efforts  to  maintain  and  preserve  its
                  business organization intact, to retain its key employees, and
                  to maintain its relationships  with its material suppliers and
                  customers;

                  (v) Duly and timely file for all taxable  periods ending on or
                  prior to the Closing  Date all  federal,  state,  county,  and
                  local tax returns required to be filed by or on behalf of such
                  entity or for which such  entity may be held  responsible  and
                  shall pay, or cause to pay, all taxes  required to be shown as


                                       15
<PAGE>

                  due and payable on such returns,  as well as all  installments
                  of tax due and  payable  during the period  commencing  on the
                  date of this Agreement and ending on the Closing Date; and

                  (vi) Fully  comply with and perform in all  material  respects
                  all  obligations  and duties  imposed on it by all federal and
                  state laws and all rules,  regulations,  and orders imposed by
                  federal or state governmental authorities.

           (b)    From  and  after  the date of this  Agreement  and  except  as
provided herein until the Closing Date, ATCB and NCN will not:

                  (i)  Make any  change  in its  articles  of  incorporation  or
                  bylaws;

                  (ii) Enter into or amend any material contract,  agreement, or
                  other instrument of any of the types described in such party's
                  schedules,  except  that a party may  enter  into or amend any
                  contract,  agreement,  or  other  instrument  in the  ordinary
                  course of business;  and Enter into any agreement for the sale
                  of NCN or ATCB  securities  without the prior  approval of the
                  other party.

           6.02 Access to Properties  and Records.  Until the Closing Date,  NCN
and  ATCB  will   afford  to  the  other   party's   officers   and   authorized
representatives  full access to the properties,  books, and records of the other
party in order that each party may have full opportunity to make such reasonable
investigation  as it shall desire to make of the affairs of NCN or ATCB and will
furnish the other party with such additional  financial and other information as
to the business and  properties  of NCN or ATCB as each party shall from time to
time reasonably request.

           6.03  Indemnification  by NCN. NCN will  indemnify  and hold harmless
ATCB and its directors and officers,  and each person, if any, who controls ATCB
within the meaning of the  Securities  Act, from and against any and all losses,
claims,  damages,  expenses,  liabilities,  or  actions to which any of them may
become  subject under  applicable  law  (including  the  Securities  Act and the
Securities Exchange Act) and will reimburse them for any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
claims or  actions,  whether  or not  resulting  in  liability,  insofar as such
losses, claims, damages, expenses,  liabilities,  or actions arise out of or are
based upon any untrue  statement or alleged  untrue  statement of material  fact
contained in any  application  or statement  filed with a  governmental  body or
arising  out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact required to be stated therein,  or necessary in order to
make  the  statements  therein  not  misleading,  but only  insofar  as any such
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information furnished in writing by NCN expressly for use therein. The indemnity
agreement  contained in this Section  6.03 shall  remain  operative  and in full
force and effect,  regardless of any investigation  made by or on behalf of ATCB
and shall survive the  consummation  of the  transactions  contemplated  by this
Agreement for a period of six months.

           6.04  Indemnification  by ATCB. ATCB will indemnify and hold harmless
NCN, the NCN  Stockholders,  NCN's directors and officers,  and each person,  if
any, who controls NCN within the meaning of the Securities Act, from and against
any and all losses, claims, damages, expenses,  liabilities, or actions to which
any of them may become  subject under  applicable  law (including the Securities
Act and the  Securities  Exchange Act) and will  reimburse them for any legal or


                                       16
<PAGE>

other expenses  reasonably  incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability,  insofar
as such losses, claims, damages, expenses,  liabilities, or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any application or statement filed with a governmental body or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary in order to make the
statements  therein not  misleading,  but only insofar as any such  statement or
omission was made in reliance upon and in conformity with information  furnished
in writing by ATCB expressly for use therein.  The indemnity agreement contained
in this  Section  6.04 shall  remain  operative  and in full  force and  effect,
regardless  of any  investigation  made by or on behalf of NCN and shall survive
the consummation of the transactions contemplated by this Agreement for a period
of six months.

           6.05 The  Acquisition  of ATCB Common Stock.  ATCB and NCN understand
and agree that the consummation of this Agreement  including the issuance of the
ATCB Common Stock to NCN in exchange for the NCN shares as contemplated  hereby,
constitutes  the  offer and sale of  securities  under  the  Securities  Act and
applicable state statutes.  ATCB and NCN agree that such  transactions  shall be
consummated  in reliance on  exemptions  from the  registration  and  prospectus
delivery  requirements  of such statutes that depend,  among other items, on the
circumstances under which such securities are acquired.

           (a) In order to provide  documentation  for reliance  upon  exemption
from  the   registration   and  prospectus   delivery   requirements   for  such
transactions,  the signing of this  Agreement  and the  delivery of  appropriate
separate  representations  shall  constitute  the  parties  acceptance  of,  and
concurrence in, the following representations and warranties:

                  (i) The NCN Stockholders  acknowledge that neither the SEC nor
                  the securities commission of any state or other federal agency
                  has made any  determination as to the merits of acquiring ATCB
                  Common  Stock,  and that  this  transaction  involves  certain
                  risks.

                  (ii) The NCN Stockholders have received and read the Agreement
                  and  understand the risks related to the  consummation  of the
                  transactions herein contemplated.

                  (iii) NCN  Stockholders  have such knowledge and experience in
                  business  and  financial  matters  that  they are  capable  of
                  evaluating each business.

                  (iv) NCN  Stockholders  have been  provided with copies of all
                  materials   and   information   requested  by  them  or  their
                  representatives, including any information requested to verify
                  any information  furnished (to the extent such  information is
                  available or can be obtained  without  unreasonable  effort or
                  expense),  and the parties have been provided the  opportunity
                  for   direct   communication    regarding   the   transactions
                  contemplated hereby.

                  (v) All information  which the NCN Stockholders  have provided
                  to ATCB or their representatives  concerning their suitability
                  and intent to hold shares in ATCB  following the  transactions
                  contemplated hereby is complete, accurate, and correct.

                  (vi)  The NCN  Stockholders  have  not  offered  or  sold  any
                  securities  of ATCB or interest in this  Agreement and have no
                  present  intention  of dividing  the ATCB Common  Stock or NCN


                                       17
<PAGE>

                  Shares to be received or the rights under this  Agreement with
                  others or of reselling  or otherwise  disposing of any portion
                  of such stock or rights, either currently or after the passage
                  of a fixed or determinable period of time or on the occurrence
                  or nonoccurrence of any predetermined event or circumstance.

                  (vii) The NCN  Stockholders  understand  that the ATCB  Common
                  Stock has not been registered, but is being acquired by reason
                  of a specific  exemption  under the  Securities Act as well as
                  under certain state  statutes for  transactions  not involving
                  any public  offering and that any  disposition  of the subject
                  ATCB  Common  Stock  may,  under  certain  circumstances,   be
                  inconsistent  with this  exemption and may make NCN or ATCB an
                  "underwriter", within the meaning of the Securities Act. It is
                  understood that the definition of  "underwriter"  focuses upon
                  the  concept  of   "distribution"   and  that  any  subsequent
                  disposition  of the  subject  ATCB  Common  Stock  can only be
                  effected   in   transactions,   which   are   not   considered
                  distributions.   Generally,   the   term   "distribution"   is
                  considered  synonymous  with  "public  offering"  or any other
                  offer  or  sale  involving  general  solicitation  or  general
                  advertising.  Under  present  law,  in  determining  whether a
                  distribution  occurs when  securities are sold into the public
                  market,  under  certain  circumstances  one must  consider the
                  availability  of public  information  regarding the issuer,  a
                  holding  period for the  securities  sufficient to assure that
                  the   persons   desiring  to  sell  the   securities   without
                  registration first bear the economic risk of their investment,
                  and a limitation on the number of  securities  which the stock
                  holder is permitted to sell and on the manner of sale, thereby
                  reducing  the  potential  impact  of the  sale on the  trading
                  markets. These criteria are set forth specifically in Rule 144
                  promulgated  under the  Securities  Act, and,  after two years
                  after the date the ATCB  Common  Stock or NCN Shares are fully
                  paid for, as calculated in accordance with Rule 144(d),  sales
                  of  securities  in reliance  upon Rule 144 can only be made in
                  limited amounts in accordance with the terms and conditions of
                  that rule.  After two years from the date the  securities  are
                  fully paid for, as calculated in accordance  with Rule 144(d),
                  they can generally be sold without  meeting those  conditions,
                  provided the holder is not (and has not been for the preceding
                  three months) an affiliate of the issuer.

                  (viii)  The NCN  Stockholders  acknowledge  that the shares of
                  ATCB  Common  Stock,  must  be  held  and  may  not  be  sold,
                  transferred,  or  otherwise  disposed of for value unless they
                  are  subsequently  registered  under the  Securities Act or an
                  Exemption  from such  registration  is available.  ATCB is not
                  under any  obligation  to register the ATCB Common Stock under
                  the Securities  Act. If Rule 144 is available  after two years
                  and prior to three  years  following  the date the  shares are
                  fully paid for,  only routine  sales of such ATCB Common Stock
                  in limited  amounts can be made in  reliance  upon Rule 144 in
                  accordance with the terms and conditions of that rule. ATCB is
                  not under any obligation to make Rule 144 available  except as
                  set forth in this  Agreement  and in the event Rule 144 is not


                                       18
<PAGE>

                  available,   compliance   with  Regulation  A  or  some  other
                  disclosure  exemption may be required before NCN  Stockholders
                  can sell,  transfer,  or otherwise dispose of such ATCB Common
                  Stock without  registration  under the Securities Act. Subject
                  to compliance  with federal and state  securities  laws,  ATCB
                  registrar  and transfer  agent will  maintain a stop  transfer
                  order against the registration and transfer of the ATCB Common
                  Stock   held  by  NCN   Stockholders   and  the   certificates
                  representing  the ATCB  Common  Stock  will  bear a legend  in
                  substantially  the following form so  restricting  the sale of
                  such securities:

                         "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE
                         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                         OF  1933,  AS  AMENDED  ("ACT"),  AND  MAY NOT BE
                         OFFERED  OR  SOLD  EXCEPT   PURSUANT  TO  (I)  AN
                         EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT,
                         (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE
                         ACT (OR ANY SIMILAR  RULE UNDER SUCH ACT RELATING
                         TO THE  DISPOSITION OF  SECURITIES),  OR (III) AN
                         OPINION  OF  COUNSEL,  IF SUCH  OPINION  SHALL BE
                         REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
                         THAT AN EXEMPTION  FROM  REGISTRATION  UNDER SUCH
                         ACT IS AVAILABLE."

                  (ix) Subject to compliance  with federal and state  securities
                  laws,  ATCB  may  refuse  to  register  further  transfers  or
                  resale's of the ATCB Common Stock in the absence of compliance
                  with Rule 144 unless the NCN Stockholders furnish ATCB with an
                  opinion of counsel reasonably  acceptable to ATCB stating that
                  the transfer is proper.  Further,  unless such opinion  states
                  that  the  shares  of  ATCB  Common  Stock  are  free  of  any
                  restrictions  under the  Securities  Act,  ATCB may  refuse to
                  transfer the securities to any transferee who does not furnish
                  in writing to ATCB the same  representations  and agree to the
                  same  conditions with respect to such ATCB Common Stock as set
                  forth herein. ATCB may also refuse to transfer the ATCB Common
                  Stock if any circumstances are present  reasonably  indicating
                  that the transferee's representations are not accurate.

           (b)  In  connection  with  the   transaction   contemplated  by  this
Agreement,  NCN and ATCB  shall each file with the  assistance  of the other and
their respective legal counsel,  such notices,  applications,  reports, or other
instruments as may be deemed by them to be necessary or appropriate in an effort
to  document  reliance  on  such  exemptions,  and  the  appropriate  regulatory
authority in the states where the NCN  Stockholders  reside  unless an exemption
requiring no filing is available in such jurisdictions, all to the extent and in
the manner as may be deemed by such parties to be appropriate.


                                       19
<PAGE>

           (c) In order to more fully  document  reliance on the  exemptions  as
provided herein,  NCN, the NCN Stockholders,  and ATCB shall execute and deliver
to  the  other,   at  or  prior  to  the  Closing,   such  further   letters  of
representation,  acknowledgment,  suitability,  or the  like  as ATCB or NCN and
their respective  counsel may reasonably  request in connection with reliance on
exemptions from registration under such securities laws.

           (d) The NCN  Stockholders  acknowledge  that the basis for relying on
exemptions from  registration  or  qualification  are factual,  depending on the
conduct of the various  parties,  and that no legal  opinion or other  assurance
will be  required  or given to the  effect  that the  transactions  contemplated
hereby are in fact exempt from registration or qualification.

           6.06 ATCB  Liabilities.  Immediately  prior to the Closing Date, ATCB
shall have no  material  assets and no  liabilities  in excess of $1,000 and all
expenses related to this Agreement or otherwise shall have been paid.

           6.07      Sales of Securities Under Rule 144, If Applicable.

           (a) ATCB  will use its  best  efforts  to at all  times  satisfy  the
current  public  information  requirements  of Rule 144  promulgated  under  the
Securities Act so that its shareholders can sell restricted securities that have
been held for two years or more or such other  restricted  period as required by
Rule 144 as it is from time to time amended.

           (b) Upon being informed in writing by any person  holding  restricted
stock of ATCB as of the date of this  Agreement that such person intends to sell
any shares under rule 144  promulgated  under the  Securities Act (including any
rule  adopted in  substitution  or  replacement  thereof),  ATCB will certify in
writing  to such  person  that it is  compliance  with rule 144  current  public
information  requirement to enable such person to sell such person's  restricted
stock under rule 144, as may be applicable under the circumstances.

           (c) If any  certificate  representing  any such  restricted  stock is
presented to ATCB transfer agent for registration or transfer in connection with
any sales  theretofore  made under Rule 144,  provided such  certificate is duly
endorsed for transfer by the appropriate  person(s) or accompanied by a separate
stock  power  duly  executed  by the  appropriate  person(s)  in each  case with
reasonable  assurances that such endorsements are genuine and effective,  and is
accompanied by an opinion of counsel  satisfactory  to ATCB and its counsel that
such  transfer has complied with the  requirements  of Rule 144, as the case may
be, ATCB will promptly instruct its transfer agent to register such transfer and
to issue one or more new certificates representing such shares to the transferee
and, if  appropriate  under the provisions of rule 144, as the case may be, free
of any stop transfer order or restrictive legend. The provisions of this Section
6.07  shall  survive  the  Closing  and  the  consummation  of the  transactions
contemplated by this Agreement for a period of two years.

           (d) The  shareholders  of ATCB as of the date of this  Agreement,  as
well as those  receiving  ATCB  Common  Stock  pursuant to this  Agreement,  are
intended third-party beneficiaries of this Section 6.07.

           6.08  New  Board of  Directors  and  Officers.  Upon  closing  of the
transactions  contemplated by this Agreement and the simultaneous Agreement with
Tri-State  Stores,  Inc.,  GMG Partners LLC, and SASCO  Springfield  Auto Supply
Company  ("TSG"),  the current  board of  directors  and  officers of ATCB shall
resign and in their place nominees of TSG and NCN shall be appointed, subject to
the approval of the suitability and qualifications of such nominees.


                                       20
<PAGE>

           6.09 ATCB  Capitalization.  For a period of eighteen  months from the
Closing  Date,  ATCB will not  engage in any  reverse  split of its  issued  and
outstanding  Common Stock without the prior written approval of the holders of a
majority in interest of the issued and outstanding ATCB Common Stock on the date
of this Agreement,  other than a secondary  offering of common stock in order to
raise working capital.


                                   ARTICLE VII
                                  MISCELLANEOUS

           7.01  Brokers.  Except as  provided  herein,  ATCB and NCN agree that
there were no finders or brokers  involved in bringing  the parties  together or
who were  instrumental in the  negotiation,  execution,  or consummation of this
Agreement.  Further,  ATCB and NCN each agree to indemnify the other against any
claim by any third  person for any  commission,  brokerage,  or finder's  fee or
other payment with respect to this  Agreement or the  transactions  contemplated
hereby based on any alleged  agreement or  understanding  between such party and
such third person, whether express or implied, from the actions of such party.

           The  covenants  set forth in this section  shall  survive the Closing
Date and the consummation of the transactions herein contemplated.

           7.02 No Representation  Regarding Tax Treatment. No representation or
warranty is being made by any party to any other regarding the treatment of this
transaction  for  federal  or state  income  taxation.  Each  party  has  relied
exclusively on its own legal,  accounting,  and other tax adviser  regarding the
treatment  of this  transaction  for  federal  and  state  income  taxes  and on
representation,  warranty,  or  assurance  from any  other  party or such  other
party's legal, accounting, or other adviser.

           7.03 Governing Law. This Agreement shall be governed by, enforced and
constructed under and in accordance with the laws of the State of Delaware.

           7.04  Notices.  Any  notices  or  other  communications  required  or
permitted hereunder shall be sufficiently given if personally delivered, if sent
by  facsimile  or  telecopy  transmission  or  other  electronic   communication
confirmed  by  registered  or certified  mail,  postage  prepaid,  or if sent by
prepaid overnight courier addressed as follows:

           If to ATCB:

           Last address prior to Closing on SEC filed document

           If to NCN:

           126 East 83rd Street, Suite 1B, New York, NY 10028


                                       21
<PAGE>

or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices, hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered or sent by facsimile or
telecopy  transmission or other electronic  communication,  or one day after the
date so sent by overnight courier.

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

           7.06 Schedules / Knowledge. Whenever in any section of this Agreement
reference is made to information set forth in the schedules  provided by ATCB or
NCN such  reference is to information  specifically  set forth in such schedules
and  clearly  marked to  identify  the  section of this  Agreement  to which the
information  relates.  Whenever any representation is made to the "knowledge" of
any party, it shall be deemed to be a representation that no officer or director
of  such  party,  after  reasonable  investigation,  has any  knowledge  of such
matters.

           7.07 Entire Agreement. This Agreement represents the entire agreement
between  the  parties  relating  to the  subject  matter  hereof.  All  previous
agreements  between the parties,  whether written or oral, have been merged into
this Agreement. The Agreement alone fully and completely expresses the agreement
of the parties relating to the subject matter hereof. There are no other courses
of dealing, understandings,  agreements, representations, or warranties, written
or oral, except as set forth herein.

           7.08  Survival  Termination.  The  representations,  warranties,  and
covenants  of the  respective  parties  shall  survive the Closing  Date and the
consummation of the transactions  herein contemplated for a period of six months
from the Closing Date, unless otherwise provided herein.

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

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

                     [Signature Page to Agreement Follows]



                                       22
<PAGE>

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


AUTOCARBON, INC.
A Delaware Corporation

By:        s/ Seth Scally
           --------------
           Seth Scally
           President



NEW CONCEPTS NUTRECEUTICLAS, INC.
An                  Corporation

By:        s/ Simon Piers Thurlow
           ------------------------
           Simon Piers Thurlow
           President


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