<PAGE>



                            STOCK PURCHASE AGREEMENT


         AGREEMENT effective as of the 8th day of January, 2004 between Twin
Lakes, Inc., a Nevada corporation (the "Company"), Turquoise Partners, LLC, a
New York limited liability company ("Buyer"), Johnny R. Thomas ("JRT"), an
individual residing at 18 Highland Creek, Henderson, Nevada 89052, Estancia LLC,
a Nevada limited liability corporation ("ELC"), Snow Becker Krauss, P.C., a
professional corporation organized under the laws of New York ("SBK"), and SBK
Investment Partners, a partnership organized under the laws of New York ("SIP"),
(JRT, ELC, SBK, and SIP, collectively, the "Sellers")

                               W I T N E S S E T H

         WHEREAS, Buyer desires to acquired all of the Company's outstanding
equity securities, except for an aggregate of 60,000 shares of the Company's
common stock, such 60,000 shares of the Company's common stock hereunder (the
"Retained Shares") and the Company desires that Buyer acquire all of the
Company's equity other than the Retained Shares; and

         WHEREAS, Sellers are the holders of all of the Company's equity
securities, such securities consisting of an aggregate of 3,000,000 shares of
common stock, $0.001 par value, and Class A Warrants ("Warrants") to acquire in
the aggregate 1,000,000 shares of the Company's common stock; and

         WHEREAS, Sellers desire to sell all of outstanding securities of the
Company, except for the Retained Shares; and

         WHEREAS, the Buyer desires to acquire from the Sellers the Offered
Securities on the terms hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the partners hereby agree as follows:

1.   Purchase and Sale of Shares.

         Upon the terms and conditions set forth in this Agreement at the
Closing on the Closing Date (as defined in paragraph 2 hereof), Buyer shall
purchase an aggregate of 2,940,000 shares of the Company's common stock, par
value $.001 per share (the "Shares") and 1,000,000 Class A warrants to acquire
Shares (the "Warrants") for an aggregate purchase price of $32,000, as follows:

         (i)   It shall purchase from ELC, and ELC shall sell to Buyer,
               2,205,000 Shares and 986,667 Warrants for a purchase price of
               $24,000;
         (ii)  It shall purchase from SBK and SBK shall sell to Buyer 39,200
               Shares and 13,333 Warrants for a purchase price of $426.67; and
<PAGE>

         (iii) It shall purchase from SIP, and SIP shall sell to Buyer, 695,800
               Shares for an aggregate purchase price of $7,573.33.

2. Closing.

         The Closing of the purchase and sales of the Shares shall take place at
the offices of Snow Becker Krauss P.C., 605 Third Avenue, New York, New York
10158, on January 8, 2004 (the "Closing Date"), or at such earlier time, date or
place as the parties hereto shall mutually agree. At the Closing, ELC, SBK and
SIP shall each deliver to Buyer certificates representing each of the Shares and
a single certificate for each of the Warrants to be sold by each of them as
specified in paragraph 1 above against delivery to each of them of a check
payable to their order in the amount of the purchase price specified in
immediately available New York City funds. Each of the certificates representing
the Shares and Warrants delivered shall each be duly endorsed to the order of
Buyer with the signatures guaranteed.

3. Representations and Warranties of the Company JRT and ELC.

         Each of JRT, ELC and the Company, jointly and severally, represent and
warrant to Buyer that:

     3.1    Incorporation, standing, etc. The Company is a corporation duly
            incorporated, validly existing and in good standing under the laws
            of the State of Nevada and has all requisite corporate power and
            authority to own and operate its properties, to carry on its
            business as now conducted and to enter into this Agreement

     3.2    Capitalization. The authorized capital stock of the Company
            consists of 8,000,000 shares of Preferred Stock, par value $.001 per
            share, none of which shares is outstanding, and 40,000,000 shares of
            Common Stock, $.001 per share, of which 3,000,000 shares of Common
            Stock are outstanding and 1,000,000 shares of Common Stock are
            reserved for issuance upon exercise of the Warrants and no shares of
            Preferred Stock are issued or reserved for issuance. The Company
            does not hold any shares of Common Stock in its treasury. All such
            presently outstanding shares have been duly and validly authorized,
            and are validly issued and outstanding and fully paid and
            non-assessable, free and clear of all claims, liens, encumbrances,
            subscriptions, options, warrants, calls, contracts, demands,
            commitments, convertible securities or other agreements or
            arrangements of any character or nature whatsoever under which the
            Company or any Seller is or may become obligated to issue, assign,
            transfer or purchase any shares of the capital stock of the Company
            or allocate the proceeds from the sale of the Shares to the Buyer to
            any person other than the respective registered owner in direct
            proportion to their record Share holdings. No shares of the capital
            stock of the Company are or should be reserved for issuance.

                                       2
<PAGE>

     3.3    Compliance with Other Instruments, etc. The execution and delivery
            of this Agreement, compliance by the Company with all provisions
            hereof, and the consummation of the transactions contemplated hereby
            will not conflict with or constitute a breach of any of the terms or
            provisions of, or a default under, the Certificate of Incorporation
            or By-Laws of the Company, or any agreement, indenture or other
            instrument to which the Company is a party or by which the Company
            is bound, or violate or conflict with any laws, administrative
            regulations or rulings or court decrees applicable to the Company or
            to any of its property.

     3.4    Governmental Consent, etc. No consent, approval, or authorization
            of, or declaration or filing with, any governmental authority on the
            part of the Company is required for the valid execution and delivery
            of the Agreement or the valid offer, issue, sale and delivery of the
            shares sold by the Company pursuant hereto except for such as have
            already been obtained or made.

     3.5    Authorization, etc. The Company has full legal right, power and
            authority to enter into this Agreement and the execution and
            delivery of this Agreement by the Company has been duly authorized.
            This Agreement when executed and delivered, shall constitute a valid
            and legally binding obligation of the Company enforceable in
            accordance with its terms, except as the same may be limited by
            bankruptcy, insolvency, reorganization or other laws affecting the
            enforcement of creditors' rights generally.

     3.6    Shares and Warrants. Upon Closing, the Shares and Warrants
            delivered by the Sellers to Buyer pursuant to this Agreement shall
            have been duly authorized, validly issued, fully paid and
            non-assessable.

     3.7    SEC Reports. The Company has duly filed all reports required to be
            filed by it with the Securities and Exchange Commission under the
            Securities Exchange Act of 1934. All such reports are complete and
            correct in all material respects and conform in all material
            respects with the requirements of such Act and the rules and
            regulations thereunder. None of such reports contains any untrue
            statement of a material fact or fails to state any material fact
            necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading.

     3.8    Adverse Change. Since the filing of the Company's most recent
            quarterly report on Form 10-QSB with the Securities and Exchange
            Commission there has been no material adverse change in the
            Company's financial position as reported in the financial statements
            included therein.

                                       3
<PAGE>

     3.9    Litigation. The Company is not involved in any pending litigation
            and the Company is not aware of any impending litigation in which it
            would be involved.

     3.10   Disclosures. The financial information and other reports and
            documents supplied to Buyer by the Company do not contain any untrue
            statement of a material fact or fail to state any material fact
            necessary to make the statements.

     3.11   No Subsidiaries. The Company does not own any shares or any other
            interest, beneficially or of record, in any other corporation or in
            any partnership, unincorporated association, trust or other entity.
            The Company currently does not and never has operated any business.

     3.12   Financial Statements. The Company and the Sellers have delivered
            to the Buyer true and correct copies of the unaudited balance sheets
            and notes thereto and related unaudited statements of income,
            changes in stockholders' equity and changes in financial position of
            the Company as of the three and nine months ended September 30,
            2003. The balance sheets included in the unaudited financials
            present fairly the financial position of the Company as of the
            respective balance sheet dates thereof and the statements of income,
            changes in stockholders' equity and changes in financial position of
            the Company included in the unaudited financials present fairly the
            results of operations and changes in financial position of the
            Company for the respective periods covered thereby. The unaudited
            financials (a) to the best knowledge of the Sellers, were prepared
            in accordance with generally accepted accounting principles applied
            on a consistent basis throughout the periods indicated and with
            prior periods, (b) are true, complete and correct, and (c) were
            prepared from the books and records of the Company, which books and
            records are complete and correct and accurately reflect the
            transactions of the Company.

     3.13   No Additional Liabilities. At November 30, 2003, the Company had
            no liability, absolute or contingent(1), which is not shown on or
            reserved against on the September 30, 2003 balance sheet included in
            the unaudited financials (the "September 30, 2003 Balance Sheet").
            Since September 30, 2003, there has been no change in the condition,
            financial or otherwise, of the Company or on the accompanying
            statement of operations. Since September 30, 2003, the Company has
            incurred no indebtedness or contingent liability other than in the
            ordinary course of business as set forth on Schedule 3.13 attached
            hereto. The Company shall have a cash balance of at least $1,422 in
            its bank account at Closing. The Company has no employees.

--------
(1) The term "contingent liability" shall have the same meaning in this
    Agreement as is prescribed in Financial Accounting Standards Board Release
    No. 5.

                                       4
<PAGE>

     3.14   Tax Returns. The Company has filed with the appropriate
            governmental agencies, and furnished copies to Buyer of, all federal
            tax returns and reports, all state and local tax returns and reports
            with respect to income and sales taxes and all other tax returns and
            reports the filing of which is necessary for the conduct of the
            business of the Company in those jurisdictions where such business
            is conducted (the "Tax Returns"). All Tax Returns properly reflect
            the taxes of the Company for the periods covered thereby. All
            federal, state and local taxes, assessments, interest, penalties or
            deficiencies, fees and other governmental charges or impositions
            called for by the Tax Returns, or claimed to be due by an taxing
            authority upon the Company or upon or measured by its properties or
            assets or income (the "Taxes"), have been properly accrued or paid.
            The Company has not received any notice of deficiency or assessment
            or proposed deficiency or assessment by the Internal Revenue Service
            or any other taxing authority in connection with any Tax Returns.
            All federal income tax returns included in the Tax Returns have been
            examined and reported on by the relevant taxing authorities or
            closed by applicable statutes and satisfied for all fiscal years
            prior to and including the fiscal year ended December 31, 2002. The
            Company has not waived any law or regulation fixing, or consented to
            the extension of, any period of time for assessment of any Tax.

            The accrued liability for current and deferred income taxes shown on
            the September 30, 2003 Balance Sheet is adequate to cover the tax
            liabilities of the Company as of that date and nothing has occurred
            subsequent to that date to make said amount inadequate. The Company
            is not a consenting corporation within the meaning of Section 341(f)
            of the Internal Revenue Code of 1954, as amended.

4.   Representations and Warranties of Sellers. The Sellers each, jointly and
     severally, represent and warrant to Buyer that:

     4.1    Authorization, etc. It has the full legal right, power and
            authority to enter into this Agreement and the execution and
            delivery of the Agreement by it has been duly authorized. This
            Agreement, when executed and delivered, shall constitute its valid
            and legally binding obligations respectively, enforceable in
            accordance with its terms, except as the same may be limited by
            bankruptcy, insolvency, reorganization or other laws affecting the
            enforcement of creditors' rights generally.

     4.2    Ownership of Shares and Warrants. It owns the Shares and Warrants
            it is selling to Buyer under this Agreement, free and clear of All
            claims, liens, encumbrances, subscriptions, options, warrants,
            calls, contracts, demands, commitments, convertible securities or
            other agreements or arrangements of any character or nature
            whatsoever under which the Company or any Seller is or may become
            obligated to issue, assign, transfer or purchase any shares of the
            capital stock of the Company or allocate the proceeds from the sale
            of the Shares to the Buyer to any person other than the respective
            registered owner in direct proportion to their record Share
            holdings. No shares of the capital stock of the Company are or
            should be reserved for issuance.

                                       5
<PAGE>

     4.3    Satisfaction of Liabilities and Obligations. The Sellers shall have
            reduced all outstanding indebtedness and ongoing obligations of the
            Company as of the Closing Date to an aggregate amount not to exceed
            $10,000 and the loan payable to Shareholders reflected on the books
            and records of the Company in the principal amount of $30,100 shall
            be satisfied in full prior to the Closing.

5.   Representations and Warranties of Buyer. Buyer represents and warrants to
     the Sellers that:

     5.1    Authorization, etc. Buyer has full legal right, power and authority
            to enter into this Agreement and the execution and delivery of this
            Agreement by it has been duly authorized. This Agreement, when
            executed and delivered, shall constitute a valid and legally binding
            obligation of Buyer enforceable in accordance with its terms, except
            as the same may be limited by bankruptcy, insolvency, reorganization
            or other laws affecting the enforcement of creditors' rights
            generally.

     5.2    Compliance with Other Instruments, etc. The execution and delivery
            of this Agreement, compliance by Buyer with all provisions hereof,
            and the consummation of the transactions contemplated hereby will
            not conflict with or constitute a breach of any of the terms or
            provisions of, or a default under, its Certificate of Incorporation
            or By-Laws, or any agreement, indenture or other instrument to which
            it is a party or by which it is bound, or violate or conflict with
            any laws, administrative regulations or rulings or court decrees
            applicable to it or to any of its property.

     5.3    Governmental Consent, etc. No consent, approval or authorization
            of, or declaration or filing with, any governmental authority on the
            part of Buyer is required for the valid execution and delivery of
            this Agreement or the valid purchase and receipt of the Shares and
            warrants pursuant hereto except for such as have already been
            obtained or made.

     5.4    Piggyback Registration Rights. Unless the Retained Shares become
            eligible for resale under Rule 144 of the Securities Act of 1933, as
            amended, for which they are not currently eligible, the Company
            shall register the Retained Shares on the first registration
            statement for which such shares can be registered. In the event that
            the Retained Shares cannot then be registered, because of an
            underwriter's cutback or for any other reason, the Company shall
            register the Retained Shares on the first available registration
            statement.

                                       6
<PAGE>

6.   Buyer's Conditions to Closing. Buyer's obligation to purchase the Shares
     and Warrants to be sold to it is subject to the fulfillment to its
     reasonable satisfaction prior to or at the Closing of the following
     conditions:

     6.1    Simultaneous Transactions. All four sales set forth in paragraph 1
            shall be simultaneously consummated.

     6.2    Representations and Warranties Correct. The representations and
            warranties of the Company, the Sellers contained in this Agreement
            shall be true and correct in all material respects when made and at
            the time of the Closing.

     6.3    Performance: No Default. The Company and the Sellers shall have
            performed and complied with all agreements and conditions contained
            in this Agreement required to be performed or complied with by them
            prior to or at the Closing.

     6.4    [Intentionally left blank].

     6.5    Opinion of Counsel for the Company and for the Sellers. Buyer shall
            have received opinions, dated the Closing Date of Snow Becker Krauss
            PC, counsel to the Company and the Sellers in form and substance
            satisfactory to Buyer to the effect that: (i) the Company is a
            corporation duly incorporated, validly existing and in good standing
            under the laws of the State of Nevada and has the corporate power to
            enter into and perform the terms and provisions of this Agreement;
            (ii) the execution, delivery and performance of this Agreement have
            been duly authorized by the Company and the Sellers; (iii) all
            corporate acts and other proceedings required to be taken to
            authorize the delivery of the Shares and Warrants of the Company by
            the Sellers to this Agreement have been duly and properly taken;
            (iv) the Shares and Warrants to be sold to Buyer pursuant to this
            Agreement, upon delivery to the Company of certificates therefore in
            accordance with the terms of this Agreement will be validly issued,
            fully paid and non-assessable; (v) the Sellers have the power to
            sell and transfer the Shares and Warrants to be sold by it under
            this Agreement; (vi) no provision of the Certificate of
            Incorporation, By-Laws or Partnership Agreement of the Company or
            the Sellers, or of any mortgage, indenture, agreement, contract or
            other instrument known to such counsel to which the Company and the
            Sellers are a party, will be violated or breached by the performance
            by the Company and the Sellers of this Agreement and the
            transactions contemplated hereby; and (vii) no consent or approval
            by any governmental authority is required in connection with the
            consummation by the Company and the Sellers of the transactions
            contemplated hereby, except for such as have already been obtained.
            In rendering such opinions, such counsel may rely to the extent
            specified therein upon certificates as to matters of fact of
            officers of the Company and the Sellers, provided that such counsel
            shall state that they believe that both Buyer and they are justified
            in relying upon such certificates.

                                       7
<PAGE>

     6.6    Proceedings and Documents. All corporate and other proceedings in
            connection with the transactions contemplated hereby and all
            documents and instruments incident to such transactions shall be
            satisfactory in all respects to Buyer, and Buyer shall have received
            all such counterpart originals or certified or other copies of such
            documents as they may reasonably request. In addition, Exhibit
            6.6(a) hereto is a full and correct copy of the Company's current
            Certificate of Incorporation and as Exhibit 6.6(b) a list of all
            accounts payable outstanding as of November 30, 2003.

     6.7    Satisfaction of Liabilities and Obligations. The Company and the
            Sellers shall provide evidence satisfactory to Buyer, in its sole
            discretion, that the aggregate amount of obligations and liabilities
            of the Company outstanding at the Closing shall not exceed $10,000,
            the Company shall have at least $1,400 in cash, and the Company
            shall deliver to the Buyer evidence to the satisfaction of Buyer, in
            its sole discretion, that all such liabilities and obligations
            outstanding in excess of such amounts has been satisfied in full and
            shall provide Buyer a list of all outstanding Liabilities and
            Obligations as of the Closing Date.

     6.8    Resignation of Current Officers and Directors. All Officers and
            Directors of the Company shall have delivered to the Buyer their
            respective resignations from all such positions effective as of the
            Closing.

7.   Conditions of the Sellers to Closing. The obligations of the Sellers to
     sell the Shares and Warrants to Buyer are subject to the fulfillment to the
     reasonable satisfaction at or prior to the Closing of each of the following
     conditions

     7.1    Simultaneous Transactions. All four sales set forth in paragraph 1
            shall be simultaneously consummated.

     7.2    Purchase Price. Buyer shall tender to the Seller the purchase price
            as set forth in paragraphs 1 and 2 above.

8.   Survival of Representations and Warrants. All representations, warranties,
     and agreements of the parties hereto shall survive the closing.

9.   Indemnification and Resolution of Disputes.

     9.1    Indemnification of Buyer. Each of Sellers, jointly and severally,
            hereby indemnifies Buyer and shall hold it harmless at all times
            after the date of this Agreement in respect of each and all of the
            following:

                                       8
<PAGE>

     9.1.1  Misrepresentations. Any and all damage or deficiency resulting
            from any misrepresentation, breach of warranty or covenant, or
            nonfulfillment of any obligation on the part of any of the Sellers
            contained in this Agreement or from any misrepresentation in or
            omission from any certificate, schedule or other instrument
            furnished to Buyer in connection herewith.

     9.1.2  Actions, etc. All demands, assessments, judgments, costs and
            legal and other expenses, including, without limitation, reasonable
            attorneys' fees, arising from, or in connection with, any action,
            suit, proceeding, settlement or claim incident to any of the
            foregoing.

     9.1.3  Tax Liabilities. Any federal, state, city, and foreign income,
            profits, franchise, sales, occupation, property, excise, or other
            taxes due in connection with the business or the property of the
            Company for any period prior to the Closing Date, which have not
            been fully paid.

     9.1.4  Reimbursement of Buyer. Should any claim be made by a person not
            a party to this Agreement with respect to any matter to which the
            foregoing indemnity relates.

     9.1.5  Claims Against Buyer. Should any claim be made by a person not a
            party to this Agreement with respect to any matter to which the
            foregoing indemnity relates, Buyer shall within a reasonable period
            of time give written notice of any such claim to Sellers and Sellers
            shall thereafter defend or settle any such claim, at its sole
            expense, with counsel of its selection. Any payment resulting from
            such defense or settlement, together with the total expense thereof,
            shall be binding on Sellers and Buyer for the purposes of this
            Section. Failure to give timely notice shall not constitute a
            defense, in whole or in part, to any claim by Buyer.

10.  Payment and Expenses. Each of the parties to the Agreement will pay its
     owns expenses, incident to preparing for, entering into and performing this
     Agreement and to the consummations of the transactions contemplated
     thereby.

11.  Governing Law. The Agreement shall be governed by and construed in
     accordance with the internal laws of the State of New York.

12.  Cooperation, etc. Each of the parties hereto shall cooperate with the
     others in every way in carrying out the transactions contemplated herein,
     and delivering instruments to perfect the conveyances, assignments and
     transfers contemplated herein, and in delivering all documents and
     instruments deemed reasonably necessary or useful by counsel for any party
     hereto. The parties shall coordinate all publicity relating to the
     transactions contemplated hereby, and no party shall issue any press
     release, publicity statement or other public notice relating to this
     Agreement or the transactions contemplated hereby without obtaining the
     prior consent of the other parties.

                                       9
<PAGE>

13.  Brokers, etc. Each party represents and warrants that no broker or finder
     is entitled to any brokerage or finder's fee or other commission from it
     based upon agreements, arrangements or undertakings made by it in
     connection with the transactions contemplated hereby.

14.  Assignability. This Agreement shall be assignable by Buyer only.

15.  Notice. All notices and other communications provided for herein shall be
     validly given if in writing and delivered personally and (i) if sent by
     telecopy or other facsimile, and (ii) if sent within the United States, by
     prepaid first class certified mail, (a) if to the Company addressed to 1800
     Highland Creek Drive, Henderson, Nevada, 89052, Att: Johnny R. Thomas,
     Chairman, telecopy: (702) 614-5171, (or to such other address as the party
     shall have furnished in writing in accordance with the provisions of this
     paragraph 15 with a copy to each of the parties hereto.); (b) if to Buyer,
     addressed to Turquoise Partners, LLC, 545 Madison Avenue, 6th Floor, New
     York, New York 10022, Att: Arnold Kling, telecopy (212) 755-6660; (c) if to
     JRT or ELC, addressed to c/o Johnny R. Thomas, 18 Highland Creek Drive,
     Henderson, Nevada 89052, telecopy (702) 614-5171; and (d) if to SBK or SIP,
     addressed to Snow Becker Krauss PC, 605 Third Avenue, New York, New York
     10158, Att: Elliot Lutzker, telecopy (212) 949-7052.

16.  Entire Agreement. Prior to the Closing any provision of this Agreement may
     be amended or modified in whole or in part at any time and the observance
     of any term hereof may be waived only by an agreement in writing among all
     of the parties hereto approved and executed in the same manner as this
     Agreement. This Agreement contains the entire agreement between the parties
     hereto with respect to the transactions contemplated herein and supersedes
     all previous written or oral negotiations, commitments, representations and
     agreements.

17.  Execution in Counterparts. This Agreement may be executed in one or more
     counterparts, each of which shall be deemed an original but all of which
     together shall constitute one and the same instrument.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in the State of New York as of the day and year first
above written.

TWIN LAKES, INC.                              TURQUOISE PARTNERS, LLC


By: /s/ Johnny R. Thomas                      By: /s/ Arnold Kling
   ----------------------------                  ------------------------------
    Johnny R. Thomas, President                   Arnold Kling, Managing Member


/s/ Johnny R. Thomas
---------------------------
Johnny R. Thomas


SNOW BECKER KRAUSS PC                         SBK INVESTMENT PARTNERS


By: /s/ Elliot Lutzker                        By: /s/ Elliot Lutzker
   -------------------------------               --------------------------
    Elliot Lutzker, Vice President                Elliot Lutzker, Partner

ESTANCIA LLC


By: /s/ Johnny R. Thomas
   ------------------------------
      Johnny R. Thomas, Manager




                                       11