STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  ("Agreement")  agreement dated June 16,
2005, by between and among Tolga Katas ("Tolga") and Christine Marie  ("Marie"),
individuals  who  reside  at 4305  Threshold  Court,  Las  Vegas,  Nevada  89032
("Sellers") and Appian,  Inc., a Nevada corporation with an office at 4014 South
Splendor Way, Salt Lake City, Utah 84124 ("Purchaser").

         WHEREAS, Sellers own 100% of the issued and outstanding common stock of
Tolga Media, Inc, a Nevada corporation ("TMI"); and

         WHEREAS,  Sellers desire to sell and Appian desires to purchase 100% of
the issued  and  outstanding  shares of common  stock of TMI,  relying  upon the
representation  that Sellers hold 100% of the issued and  outstanding  shares of
TMI,  in exchange  for the  issuance  by Appian of 22.75  million  shares of the
common  stock of Appian to Sellers,  in the  following  percentages:  Tolga 50%,
Marie 50%.

         NOW THEREFORE,  in consideration of the mutual  covenants,  agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

         I.       Purchase and Sale.  Sellers  hereby  agree to sell,  transfer,
                  assign  and  convey  to Appian  and  Appian  hereby  agrees to
                  purchase  and acquire  from  Sellers,  Ten  Thousand  (10,000)
                  shares of the common voting stock of TMI.

         II.      Purchase  Price.  The aggregate  purchase  price to be paid by
                  Appian for the Ten Thousand (10,000) shares of common stock of
                  TMI  is  Twenty-Two   Million  Seven  Hundred  Fifty  Thousand
                  (22,750,000)  shares  of the  common  stock of  Appian,  these
                  shares to be divided among Sellers in the  percentages  stated
                  above.

         III.     Warranties and  Representations of Sellers. In order to induce
                  Appian  to  enter  into  the  Agreement  and to  complete  the
                  transaction contemplated hereby, Sellers warrant and represent
                  to Appian that:

                  A.      Organization  and Standing.  TMI is a corporation duly
                          organized, validly existing and in good standing under
                          the laws of the State of Nevada and has full power and
                          authority  to carry on its  business as now  conducted
                          and to own and  operate  its  assets,  properties  and
                          business.

                  B.      Ownership  of  the  Shares.  As of  the  Date  hereof,
                          Sellers  are  the  only  owners  of the  Ten  Thousand
                          (10,000) shares,  representing  100% of the issued and
                          outstanding  shares of TMI,  which  100%  interest  is
                          being  purchased by Appian pursuant to this Agreement,
                          free  and  clear  of  all  liens,   encumbrances   and
                          restrictions.

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                  C.      Taxes.  TMI has  filed  all  federal,  state and local
                          income or other tax  returns  and  reports  that it is
                          required  to  file  with  all  governmental  agencies,
                          wherever situate,  and has paid or accrued for payment
                          all  taxes  as  shown  on such  returns,  such  that a
                          failure  to  file,  pay  or  accrue  will  not  have a
                          material  adverse  effect on TMI or the  shares of TMJ
                          stock which are subject of this agreement.

                  D.      Pending Actions.  There are no material legal actions.
                          lawsuits   proceedings   or   investigations,   either
                          administrative   or   judicial,   pending  or  to  the
                          knowledge  of  Sellers or TMI  threatened,  against or
                          affecting  TMI  and  or  the  threatened,  against  or
                          affecting  TMI and or the TMI shares of common  stock.
                          TMI is not in violation of any material law, ordinance
                          or regulation of any kind whatever.

                  E.      Governmental   Regulation.   The   completion  of  the
                          transactions  contemplated  by the Agreement will not,
                          in and of itself,  violate any governmental  law, rule
                          or  regulation  which  would  in  any  way  affect  or
                          jeopardize the validity of this Agreement.

                  F.      Ownership  of Assets.  Sellers  have good,  marketable
                          title,   without  any   governmental   law,   rule  or
                          regulation which would in any way affect or jeopardize
                          the validity of this Agreement.

                  G.      No Misleading  Statements  or  Omissions.  Neither the
                          Agreement  nor  any  financial   statement,   exhibit,
                          schedule  or  document  attached   herotic,   if  any,
                          contains any materially  statement,  or omits any fact
                          or statement necessary to make the other statements or
                          facts thein set forth not materially misleading.

                  H.      Validity of the  Agreement.  All corporate  action and
                          other proceedings required to be taken by TMI in order
                          for  Sellers  to  enter  into  and to  carry  out  the
                          Agreement  have  been  duly  and  properly  taken.  No
                          additional  corporate  or action on the part of TMI or
                          Sellers is required in connection with this Agreement,
                          or the transaction  contemplated herein. The Agreement
                          has been duly executed by the Sellers and  constitutes
                          their  valid  and  binding  obligation,  except to the
                          extent     limited    by    applicable     bankruptcy,
                          reorganization,  insolvency,  moratorium  or other law
                          relating to or affecting  generally the enforcement of
                          creditors  rights.  The  execution and delivery of the
                          Agreement  and the carrying  out of its purposes  will
                          not  result  in the  breach  of any  of the  terms  or
                          conditions  of,  or  constitute  a  default  under  or
                          violate TMI's Certificate of Incorporation or document
                          or  undertaking,  oral or  written,  to which TMI is a
                          party or is bound or may be  affected,  nor will  such
                          execution,  delivery  and  carrying  our  violate  any
                          order,  writ,   injunction,   decree,   law,  rule  or
                          regulation  of any court,  regulatory  agency or other
                          governmental  body;  and the business now conducted by
                          TMI can continue to be so conducted  after  completion
                          of the transaction contemplated hereby.

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                  I.      Enforceability  of the  Agreement.  When duly executed
                          and delivered,  the Agreement and the Exhibits hereto,
                          if any, which are incorporated  herein and made a part
                          hereof  are  legal,  valid and  enforceable  by Appian
                          according to their terms, except to the extent limited
                          by applicable bankruptcy, reorganization,  insolvency,
                          moratorium  or other  laws  relating  to or  affecting
                          generally the enforcement of creditors rights and that
                          at the time of such  execution  and  delivery.  Appian
                          will  have  acquired  title  in and to the TMI  common
                          shares  free  and  clear  of  all  claims.  Liens  and
                          encumbrances.

                  J.      Assets. TMI has free and clear title to the following
                          assets:

                               1. Playlist concept

                               2. Gingerbread Media

                               3. And other related concepts and technologies.

         IV.      Warranties and  Representation  of Appian.  In order to induce
                  Sellers  to  enter  into the  Agreement  and to  complete  the
                  transaction   contemplated   hereby,   Appian   warrants   and
                  represents to the Sellers that:

                  A.      Organization  and  Standing.  Appian is a  corporation
                          duly organized  validly  existing and in good standing
                          under  the laws of the  State of  Nevada  and has full
                          power and  authority  to carry on its  business as now
                          conducted   and  to  own  and   operate   its  assets,
                          properties and business.

                  B.      No  Misleading  Statement  or  Omissions.  Neither the
                          Agreement  nor any  statement,  exhibit,  schedule  or
                          document  if  any   attached   hereto   contains   any
                          materially misleading statement,  or omits any fact or
                          statement  necessary to make the other  statements  of
                          facts herein set forth not materially misleading.

                  C.      Validity of the  Agreement.  All corporate  action and
                          proceedings required to be taken by Appian in order to
                          enter  into and to carry out the  Agreement  have been
                          duly and properly  taken.  The Agreement has been duly
                          executed by Appian and constitutes a valid and binding
                          obligation  of Appian.  The  execution and delivery of
                          the  Agreement  and the  carrying  out of its purposes
                          will not  result  in the  reach of any of the terms or
                          conditions  of,  or  constitute  a  default  under  or
                          violate,  Appian's  Certificate  of  Incorporation  or
                          By-Laws,  or any  agreement,  lease,  mortgage,  bond,
                          indenture,  license or other  document or  undertaking
                          oral or written to which Appian is a party or is bound
                          or may be affected.

                  D.      Enforceability  of the  Agreement.  When duly executed
                          and delivered,  the Agreement and the Exhibits  hereto
                          if any which are  incorporated  herein and made a part
                          hereof are legal,  valid,  and  enforceable by Sellers

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                          according to their terms. And that at the time of such
                          execution  and  delivery,  Sellers will have  acquired
                          good,  marketable  title in and to the  Appian  shares
                          acquired  herein,  free  and  clear of all  liens  and
                          encumbrances.

         V.       Term.   All   representations,   warranties,   covenants   and
                  agreements  made herein and in the  exhibits  attached  hereto
                  shall  survive the execution and delivery of the agreement and
                  payment pursuant hereto.

         VI.      Conditions Precedent to Closing

                  A.      The  obligations  of the Sellers  under the  Agreement
                          shall be and are subject to  fulfillment,  prior to or
                          at the Closing of each of the following conditions:

                          1.        That Appian's representations and warranties
                                    contained  herein  shall be true and correct
                                    at the  time  of  closing  date  as if  such
                                    representations  and warranties were made at
                                    such time;

                          2.        That Appian arid its  management  shall have
                                    performed or complied  with all  agreements,
                                    terms  and   conditions   required   by  the
                                    Agreement to be  performed or complied  with
                                    by then prior to or at the time of Closing.

                  B.      The obligations of Appian under the Agreement shall be
                          and  are  subject  to  fulfillment,  prior  to at  the
                          Closing or  subsequent  to the  Closing of each of the
                          following conditions:

                          1.        That Sellers' representations and warranties
                                    contained  herein  shall be true and correct
                                    at  the   time   of   Closing   as  if  such
                                    representations  and warranties were made at
                                    such time and:

                          2.        That   Sellers   shall  have   performed  or
                                    complied  with  all  agreements   terms  and
                                    conditions  required by the  Agreement to be
                                    performed or complied  with by them prior to
                                    or at the time of Closing.  It is the intent
                                    of the  parties  hereto  that  TMI  will  be
                                    dissolved  as an entity  after  closing  and
                                    that at  Closing  any and all of its  assets
                                    will be transferred to Appian, including the
                                    Playlist concept and Gingerbread Media.

         VII.     Termination.  The  agreement  may  be  terminated  at any time
                  before or at Closing by:

                  A.      The mutual agreement of the parties:

                  B.      Any party if:

                          1.        Any provision of the Agreement applicable to
                                    a party shall be  materially  untrue or fail
                                    to be accomplished.

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                          2.        Any  legal   proceeding   shall   have  been
                                    instituted    or   shall    be    imminently
                                    threatening  to delay,  restrain  or prevent
                                    the consummation of the Agreement.

Upon  termination of the Agreement for any reason,  in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and  expenses  as each party has  incurred  and not party shall be liable to the
other.

         VIII.    Miscellaneous   Provisions   This   Agreement  is  the  entire
                  agreement between the parties in respect of the subject matter
                  hereof,  and there are no other  agreements,  written or oral,
                  nor may the  Agreement  be  modified  except  in  writing  and
                  executed by all of the parties  hereto.  The failure to insist
                  upon  strict  compliance  with any of the terms  covenants  or
                  conditions  of the  Agreement  shall not be deemed a waiver or
                  relinquishment  of such  right or power at any  other  time or
                  times.

         IX.      Closing.  The Closing of the transactions  contemplated by the
                  Agreement  ("Closing")  shall take place at 10:00 A.M.  MDT on
                  June  16,2005.  The closing shall occur at such as the parties
                  hereto shall agree upon. At the Closing,  all of the documents
                  and items referred to herein shall be exchanged.

         X.       Notice.  Notice  to a  party  herein  or  other  communication
                  required or permitted by this Agreement must be in writing and
                  will be deemed to be properly  given when  delivered in person
                  to an  officer  of  Appian  or to  one of  the  Sellers.  When
                  deposited in the United  States mails for the  transmittal  by
                  certified  or  registered  mail,  postage  prepaid,   or  when
                  deposited with a public telegraph company for the transmittal,
                  or  when  sent  by  facsimile   transmission  charges  prepaid
                  provided that the communication is addressed.

                                     Tolga Katas
                                     Christine Marie
                                     4305 Threshhold Court
                                     Las Vegas, Nevada
                                     Telephone:   702- 649-8949
                                     Mobile:  702-795-6676

                                     Appian, Inc.
                                     4014 South Splendor Way
                                     Salt Lake City, UT 84124
                                     Telephone:        (801) 243-4498
                                     Facsimile:        (801)

         XI.      Governing  Law.  The  Agreement   shall  be  governed  by  and
                  construed in accordance with the internal laws of the State of
                  Nevada.

         XII.     Counterparts.  The  Agreement  may be  executed  in  duplicate
                  facsimile  counterparts,  each of  which  shall be  deemed  an
                  original  and  together  shall  constitute  one and  the  same
                  binding  Agreement,  with one  counterpart  being delivered to
                  each party hereto.

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         XIII.    Recision.  In the  event  the  sum of  $500,000.00  can not be
                  raised from  investors by December 31, 2005 this agreement can
                  be  rescinded  by  mutual  agreement  of all  parties.  If the
                  agreement  is  rescinded  all assets will be returned to Tolga
                  and Marie and all stock will be  returned  to Appian and there
                  will be no further ~-obligations between the parties.


         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the date and year above first written.


                                     Sellers:



                                     /s/ Tolga Katas
                                     --------------------------------
                                     Tolga Katas


                                     /s/ Christine Marie
                                     --------------------------------
                                     Christine Marie



                                     Appian Inc.



                                     By:    /s/ F. Briton McConkie
                                         ----------------------------
                                     Its:  President




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