EXHIBIT 10.1

                    STOCK PURCHASE AND CONTRIBUTION AGREEMENT

     This Stock Purchase and  Contribution  Agreement  ("Agreement") is made and
entered into as of March 20, 2013 (the "Effective  Date"),  by and among Pimovi,
Inc., a Nevada  corporation (the "Company"),  Chancellor  Group,  Inc., a Nevada
corporation  ("Chancellor")  and Kasian Franks ("Franks" and  collectively  with
Chancellor, the "Stockholders").

                                    RECITALS

     WHEREAS,  the  predecessor  to the Company,  a corporation of the same name
that was  incorporated in the State of Delaware on November 16, 2012 pursuant to
such  corporation's  Certificate  of  Incorporation  executed by James Shafer as
Incorporator  and filed in the office of the  Secretary of State of the State of
Delaware on November 16, 2012 (the "Former Pimovi");

     WHEREAS,  the Board of Directors  of Former  Pimovi felt it was in the best
interest of Former Pimovi that it be  incorporated in the State of Nevada rather
than the State of Delaware;

     WHEREAS, the Board of Directors of Former Pimovi caused Former Pimovi to be
dissolved  pursuant to that  certain  Certificate  of  Dissolution  filed in the
office of the Secretary of State of Delaware on or about March 13, 2013;

     WHEREAS, Former Pimovi and the Company entered into that certain Assignment
and Assumption  Agreement (the "Former Pimovi  Agreement") to be effective as of
March 13, 2013, pursuant to which Former Pimovi assigned to the Company, and the
Company  accepted  and  assumed  from  Former  Pimovi,  all  of the  assets  and
liabilities of Former Pimovi (including,  without  limitation,  all contracts to
which  Former  Pimovi  was a  party  and  all  rights  and  obligations  arising
therefrom);

     WHEREAS,  the Company was  incorporated in the State of Nevada on March 13,
2013  pursuant to the Articles of  Incorporation  of the Company that were filed
with the Secretary of State of the State of Nevada on March 13, 2013;

     WHEREAS,  other than conducting  matters  relating to its  organization and
incorporation  and  the  approval  of  this  Agreement  and  the  Former  Pimovi
Agreement, the Company has not actively conducted business or owned any material
assets or properties;

     WHEREAS,  Franks and Chancellor  have formed the Company for the purpose of
engaging in the following business activities:  (a) using proprietary algorithms
to create matches  between what  consumers want and media such as music,  movies
and pictures  located on or downloadable  to mobile  devices,  including but not
limited to through the development and distribution of APIs,  voice  recognition
modules,  websites  and mobile apps for,  but not limited to,  Windows 8 mobile,
Apple iOS and Google Android supported by cloud service environments,  including
by means of big data  analysis,  predictive  analysis,  pattern  extraction  and
pattern matching,  including powering third-party media distributors and content
producers   primarily   on  the   mobile   Internet,   including   by  means  of
transaction-sharing,  licensing, white-labeling, subscriptions, virtual currency
and virtual goods; (b) creating photographic and other records of the activities
of the user and editing and assembling such records in a proprietary format; (c)
First Person Video Feed  (FPVF(TM))  for sporting and other events from the eyes

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and different  points of view of the athletes or other  participants,  including
but not limited to deploying a proprietary  method of implementing  existing app
based mobile technology (CamFusion); and (d) engaging in any related activities,
including mobile and computer gaming (collectively, the "Business");

     WHEREAS,  Franks and  Chancellor  entered  into that certain Term Sheet for
Investment in Pimovi,  Inc. effective as of January 11, 2013 (the "Term Sheet"),
which  provided  for,  among other  things,  the  issuance by the Company to the
Stockholders  of shares of capital  stock of Company in the amount and class set
forth next to such  Stockholder's name on Schedule 1 hereto  (collectively,  the
"Shares"), for the consideration and on the terms set forth in this Agreement;

     WHEREAS,  as  consideration  for the Shares and the  Chancellor  Shares (as
defined  below),  Franks  has  agreed  to  contribute  to  the  Company  certain
intellectual  property  rights  and  assets as set  forth in more  detail in the
Co-Founder   Agreement   (as   defined   below)  (all  such  rights  and  assets
collectively, the "Assets");

     WHEREAS,  as  consideration  for  the  Shares,  Chancellor  has  agreed  to
contribute  to the Company  $250,000.00  (less (i) $143,035 in fees and expenses
already paid by  Chancellor  on behalf of the Company  prior to Closing and (ii)
subject to the terms of Section 1.6 below, less certain  additional patent fees,
attorneys'  fees and  filing  fees paid by  Chancellor  in  connection  with the
Company's  formation and certain  related matters for the benefit of the Company
(collectively,  the  "Reimbursable  Expenses"))  on the terms and conditions set
forth herein; and

     WHEREAS, in connection with the aforementioned transactions,  Chancellor is
issuing to Franks 1,000,000 shares of common stock in Chancellor Group Inc. (the
"Primary  Chancellor-Issued  Shares") at the  Closing  (as  defined  below) and,
subject to the  completion by Franks of certain  milestones  set by the Board of
Directors  of  Chancellor  (the  "Chancellor  Board"),  in its sole and absolute
discretion  after good faith  negotiations  with Franks,  which  milestones  may
pertain  to  such  things  as  first  regular   revenue  stream  for  any  phone
application,   website  or  other  IT  business  activity,  licensing  or  other
agreements  which, in the reasonable  determination of the Chancellor Board, may
add value to  Chancellor,  promptly  after the date  Franks has  completed  such
milestone to the satisfaction of the Chancellor  Board,  Chancellor may issue to
Franks such  additional  Chancellor-Issued  Shares as the  Chancellor  Board may
determine to be appropriate, in its sole and absolute discretion (the "Secondary
Chancellor-Issued  Shares" and collectively  with the Primary  Chancellor-Issued
Shares, the "Chancellor Shares").

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
agreements  set  forth  and for  other  good  and  valuable  consideration,  the
adequacy,  sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:

                ARTICLE I. SALE AND TRANSFER OF SHARES; CLOSING

     1.1 Shares.  Effective as of the Effective Time, Franks and Chancellor will
purchase the Shares from the Company, and Company will issue and sell the Shares
to Franks and  Chancellor  for the  consideration  and on the terms set forth in
this  Agreement.   The  Parties  hereto   acknowledge  and  agree  that,   until
Chancellor's  entire  contribution of $250,000 (less $143.035 in consulting fees
and  expenses  already  paid by  Chancellor  on behalf of the  Company  prior to

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Closing) to the Company is complete, the Shares delivered to Chancellor shall be
subject to the terms of Section  78.220 of the Nevada Revised  Statutes  ("NRS")
and all other  applicable  provisions  of the NRS  until  such  contribution  is
complete.

     1.2  Chancellor  Closing  Deliveries.  At the Closing  (as defined  below),
Chancellor  will deliver to Franks,  a stock  certificate  evidencing  1,000,000
shares of common stock of Chancellor Group Inc.

     1.3 Franks Closing Deliveries. At the Closing, Franks will deliver:

     (a) to the  Company,  a  Co-Founder  Agreement  in  substantially  the form
attached  hereto as Exhibit A (the  "Co-Founder  Agreement")  that has been duly
executed by Franks; and

     (b) to the Company and Chancellor, such subscription materials (and any and
all other instruments or documents) as the Company and Chancellor may reasonably
require in connection with the issuance of the Shares or the Chancellor Shares.

     1.4 Company Closing Deliverables. At the Closing, the Company will deliver

     (a) to Franks,  a Co-Founder  Agreement  that has been duly executed by the
Company;

     (b) to Franks,  a stock  certificate  representing  3,900  shares of common
stock, $0.0001 par value per share, of the Company; and

     (c) to Chancellor,  a stock certificate representing 6,100 shares of Series
A Preferred Stock, $0.0001 par value per share, of the Company.

     1.5 Closing. The closing of the transactions contemplated by this Agreement
(the  "Closing")  shall take place  electronically  via  facsimile  or  portable
document format (pdf), as agreed by the Parties, at 10:00 a.m. (Central time) on
March  20,  2013 or at such  other  time and date as may be  agreed  upon by the
parties hereto (the time and date upon which the Closing  actually  occurs being
referred  to  herein  as the  "Closing  Date"),  provided  that if such  Parties
mutually agree to a physical closing then the Closing shall occur on the Closing
Date at the offices of Kelly Hart & Hallman LLP,  201 Main  Street,  Fort Worth,
Texas 76102. The Closing shall be effective at 11:59 p.m.  (Central time) on the
Closing  Date  (the  "Effective  Time").  All  proceedings  to be taken  and all
documents  to be executed  and  delivered  by the Parties at the Closing will be
deemed to have been taken and executed  simultaneously,  and no proceedings will
be deemed to have been taken nor documents  executed or delivered until all have
been taken, executed and delivered.

     1.6 Post-Closing Deliverables.

     (a) Chancellor  shall contribute to the Company $250,000 (less (i) $143,035
in fees and expenses  already paid by  Chancellor on behalf of the Company prior
to  Closing  and (ii) the  Reimbursable  Expenses;  provided,  however  that the
Reimbursable  Expenses shall only be deducted from Chancellor's  contribution at
such time as  Chancellor  and Franks  have  reasonably  agreed  after good faith
negotiations that they reasonably expect the Company to generate a profit in the

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30 day period following the date of such negotiations) to be provided as funding
in tranches of not more than $30,000 per month over  approximately  eight months
after the  Effective  Time or in such smaller or larger  tranches as the parties
shall agree subject to good faith negotiations.

     (b) To the extent all or a portion of the  Reimbursable  Expenses  were not
deducted from  Chancellor's  contribution in Section  1.6(a),  the Company shall
reimburse  Chancellor for those Reimbursable  Expenses that were not so deducted
promptly  after the date upon which  Chancellor  and Franks  notify the Board of
Directors of the Company that they  reasonably  expect the Company to generate a
profit  in the  30  day  period  following  the  date  of  negotiations  between
Chancellor  and Franks with respect to such matters.  Franks agrees to engage in
such negotiations upon Chancellor's reasonable request at any time.

     (c) Subject to the  completion by Franks of certain  milestones  set by the
Chancellor  Board,  in  its  sole  and  absolute  discretion  after  good  faith
negotiations  with Franks,  which milestones may pertain to such things as first
regular revenue stream for any phone  application,  website or other IT business
activity,  licensing or other agreements which, in the reasonable  determination
of the Chancellor  Board,  may add value to Chancellor,  promptly after the date
Franks has completed such milestone to the satisfaction of the Chancellor Board,
Chancellor may issue to Franks such additional  Chancellor-Issued  Shares as the
Chancellor  Board may  determine  to be  appropriate,  in its sole and  absolute
discretion.  Notwithstanding anything to the contrary in this Agreement, if any,
Chancellor shall not be required to issue any Chancellor-Issued Shares to Franks
to the extent  such  issuance  could,  in the  reasonable  determination  of the
Chancellor Board or its advisors,  constitute a violation of any applicable law,
rule or regulation  or otherwise  cause  Chancellor  to lose any exemption  from
registration it may have under applicable laws, rules and regulations.

              ARTICLE II. REPRESENTATIONS AND WARRANTIES OF FRANKS

     Franks hereby  represents  and warrants to Chancellor and the Company that,
as of the Closing Date:

     2.1 Franks has all  requisite  power and  authority  to execute and deliver
this Agreement and the Assets and to perform all of his  obligations  under this
Agreement and the Co-Founder Agreement.

     2.2 The execution  and delivery by Franks of this  Agreement and such other
instruments,  agreements and  transactions as may be contemplated  hereunder and
the  consummation  by  Franks  of  the  transactions   contemplated  hereby  and
thereunder  will  not (i)  violate  any  law,  statute,  rule or  regulation  or
judgment, order, writ, injunction or decree of any court,  administrative agency
or  governmental  body,  or (ii)  conflict  with,  result in any  breach  of, or
constitute  a default  (or an event  which with  notice or lapse of time or both
would become a default) under any agreement to which Franks is a party.

     2.3 Franks is the sole owner and  holder of the  Assets,  free and clear of
all liens and other encumbrances, and that Franks has not (a) transferred, sold,
pledged,  hypothecated or otherwise  encumbered any of the Assets or (b) entered

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into any agreement,  arrangement or understanding (written or oral) to transfer,
sell, pledge, hypothecate or otherwise encumber any of the Assets.

     2.4 The Assets do not, and the transfer  thereof to the Company and the use
thereof by the Company in its  business  will not,  directly or  indirectly,  in
whole or in part,  infringe upon the  intellectual  property rights of any third
party or violate any applicable laws, rules or regulations.

     2.5 Franks has not incurred and will not incur, directly or indirectly,  as
a result of any action taken or permitted to be taken by or on behalf of Franks,
any liability or obligation to pay any fees or commissions to any broker, finder
or agent in connection  with the execution and  performance of the  transactions
contemplated  herein for which  Chancellor or the Company could become liable or
obligated.

     2.6 Franks does not, directly or indirectly, own any equity interest in any
business  that  competes with the  Company's  business  other than  ownership of
shares of stock of any corporation having a class of equity securities  actively
traded on a national  securities  exchange or on the NASDAQ  Stock  Market which
represent,   in  the  aggregate,   not  more  than  one  percent  (1%)  of  such
corporation's  issued and  outstanding  shares as  determined on a fully diluted
basis.

     2.7 Franks is aware and  understands  that:  (i) neither the Shares nor the
Chancellor Shares have been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act" or the "Act"), the securities laws of any state or
the  securities  laws  of  any  other  jurisdiction,  nor is  such  registration
contemplated;  and (ii) no governmental or regulatory  agency has passed upon or
will pass upon the Shares or the Chancellor  Shares or has made or will make any
finding or  determination  as to the fairness of investment in the Shares or the
Chancellor Shares.

     2.8  Franks  is aware and  understands  that the  issuance  and sale of the
Shares and the  Chancellor  Shares are  intended to be exempt from  registration
under the Act by virtue of Section 4(2) of the Act and/or the  provisions of the
regulations  promulgated  thereunder.   In  particular,   Franks  is  aware  and
understands that:

     (a) Franks must bear the economic  risk of an  investment in the Shares and
Chancellor Shares for an indefinite period of time because,  among other things,
(A) the Shares and Chancellor Shares have not been registered under the Act and,
therefore,  cannot be sold unless they are subsequently registered under the Act
or an  exemption  from  such  registration  is  available,  (B) the  Shares  and
Chancellor  Shares have not been registered  under  applicable  state securities
laws and, therefore,  cannot be sold unless they are registered under applicable
state securities laws or an exemption from such  registration is available,  and
(C) there are substantial  restrictions on the transferability of the Shares and
Chancellor  Shares under the governing  documents of the Company and  Chancellor
(including,  without  limitation,  with respect to the Company,  its Articles of
Incorporation,  as amended  from time to time,  and the  Stockholders  Agreement
entered  into on or about the date hereof by and among the  Company,  Chancellor
and Franks;  and with respect to Chancellor,  its Articles of Incorporation,  as
amended, and Bylaws) (all such governing documents collectively,  the "Governing
Documents") and applicable law;

     (b) there is no established  market for the Shares and no market (public or
otherwise) for the Shares will develop in the foreseeable future, if ever;

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     (c)  Franks  has no rights to  require  that the  Shares or the  Chancellor
Shares be registered under the Act or the securities laws of various states, and
Franks will not be able to avail  himself of the  provisions of Rule 144 adopted
by the Securities and Exchange Commission under the Act with respect to sales of
the Shares; and

     (d)  the  Company  and   Chancellor   will  rely  upon  an  exemption  from
registration which requires Franks to be an "accredited investor" (as defined in
Rule  501(a)  of  Regulation  D  promulgated   under  the  Act,  an  "Accredited
Investor").

     2.9 Franks is an Accredited  Investor  within the meaning of Rule 501(a) of
Regulation D promulgated under the Act.

     2.10 Franks has been advised and  understands  that his  investment  in the
Shares and the Chancellor Shares is illiquid and involves a high degree of risk.
Franks  is  solvent  and not  under  receivership,  has not  become  subject  to
bankruptcy  or  any  similar  proceeding,  has  no  need  for  liquidity  in his
investment in the Shares and/or the  Chancellor  Shares,  has adequate  means of
providing for his current liabilities or other contingencies, has the ability to
bear the economic risk of his  investment  in the Shares  and/or the  Chancellor
Shares  and at the  present  time and in the  foreseeable  future  can  afford a
complete  loss of his  investment in the Shares  and/or the  Chancellor  Shares.
There are no actions,  suits or  proceedings  pending,  or, to the  knowledge of
Franks,  threatened  against or affecting  Franks or the assets of Franks in any
court or before  or by any U.S.  federal,  state,  municipal,  foreign  or other
governmental  department,  commission,  board, bureau, agency or instrumentality
which,  if adversely  determined,  would impair the ability of Franks to perform
his  obligations  in  this  Agreement  as  provided  herein.   Franks's  overall
commitment   to   investments   that   are  not   readily   marketable   is  not
disproportionate to Franks's net worth, and his investment in the Shares and the
Chancellor  Shares will not cause such overall  commitment to become  excessive.
Franks has the capacity to protect his own interest in purchasing the Shares and
the Chancellor  Shares and has determined that the Shares and Chancellor  Shares
are suitable investments for him.

     2.11 Franks has been furnished with, and has read, understands and is fully
familiar  with,  this  Agreement and the Governing  Documents of the Company and
Chancellor,  has  received no general  solicitation  or  advertisements  and has
attended  no public  seminar or other  public  promotional  meeting  relating to
investments  in the  Shares or the  Chancellor  Shares.  No  representations  or
warranties  have been made to Franks by the Company,  Chancellor or any partner,
member,  officer,  employee,  agent,  affiliate or subsidiary of either of them,
other than the  representations of the Company and Chancellor in this Agreement.
Franks has not  reproduced,  duplicated or delivered this  Agreement  and/or any
other  documents  which may have been made  available  upon request to any other
person, except Franks's professional advisors.

     2.12 Except as specifically  stated in this Agreement,  Franks is acquiring
the Shares and the  Chancellor  Shares solely for investment for his own account
and not for the  benefit or account  of any other  person or entity,  and has no
present  agreement,  understanding,  intention or arrangement  to sell,  resell,
assign,  transfer  or  otherwise  dispose  of all or any part of the  Shares  or
Chancellor  Shares to any other person or entity  notwithstanding  any financing
arrangement  entered into by Franks to acquire the Shares or Chancellor  Shares.
Notwithstanding  any other provision of this  Agreement,  Franks shall not sell,
exchange,  transfer,  assign, pledge, hypothecate or otherwise dispose of all or
any part of the Shares or the Chancellor  Shares (or purport to do so) except as

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permitted by applicable  securities  laws and by the Governing  Documents of the
Company and Chancellor, as the same may be amended from time to time.

     2.13 In  formulating a decision to invest in the Shares and the  Chancellor
Shares,  Franks has not relied or acted on the basis of any  representations  or
other  information,  including,  without  limitation,  any  outside  information
purported  to be given on  behalf  of the  Company,  Chancellor  or any of their
respective   affiliates,    officers,   directors,    partners,   employees   or
representatives  (it being  understood that no person has been authorized by the
Company or Chancellor to furnish any representations or other information).

     2.14 Franks has, or has been  given,  access to or has been  furnished  all
information  regarding the Company and Chancellor and their proposed  businesses
that  Franks  desires to receive or review in order to  evaluate  the merits and
risks of  investing in the Shares and  Chancellor  Shares and has been given the
opportunity  to ask  questions  of, and receive  answers  from,  the Company and
Chancellor and its representatives concerning the terms of the investment in the
Shares and Chancellor Shares.

     2.15 With  respect to any  financial  projections  or  estimates  regarding
possible  future  operations  of the Company  and/or  Chancellor  that have been
furnished to Franks, Franks is aware and understands that:

     (a) the Company is a "start-up" and has no financial or operating history;

     (b) such projections and estimates were developed using certain assumptions
for which the Company,  Chancellor or their respective  representatives believed
they had a reasonable basis at the time of preparation;

     (c) such  projections and estimates,  and the underlying  assumptions,  are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the  Company's,  Chancellor's  or their  respective  representatives'
control, and therefore actual results are likely to vary considerably from those
projected or estimated;

     (d)  such  projections  and  estimates  were  not  prepared  with a view to
compliance  with  published  guidelines  of the American  Institute of Certified
Public Accountants  regarding  forecasts or with generally  accepted  accounting
principles; and

     (e) such  projections  and estimates  have not been reviewed by independent
accountants.

     2.16 Franks is aware and understands  that there are  substantial  risks of
loss of  investment  incidental  to the  purchase  of the Shares and  Chancellor
Shares,  including  those  summarized  in this  Agreement  and,  with respect to
Chancellor,  those in Chancellor's filings with the U.S. Securities and Exchange
Commission.

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           ARTICLE III. REPRESENTATIONS AND WARRANTIES OF CHANCELLOR

     Chancellor  hereby  represents and warrants to Franks and the Company that,
as of the Closing  Date,  Chancellor  has all  corporate  power and authority to
execute and deliver this  Agreement  and to perform its  obligations  under this
Agreement.

     Chancellor  hereby further  represents  and warrants  solely to the Company
that, as of the Closing Date:

     3.1 Chancellor is aware and understands  that: (i) the Shares have not been
registered  under the U.S.  Securities Act of 1933, as amended (the  "Securities
Act" or the "Act"),  the securities  laws of any state or the securities laws of
any  other  jurisdiction,  nor is such  registration  contemplated;  and (ii) no
governmental  or regulatory  agency has passed upon or will pass upon the Shares
or has made or will make any  finding or  determination  as to the  fairness  of
investment in the Shares.

     3.2 Chancellor is aware and  understands  that the issuance and sale of the
Shares are  intended to be exempt from  registration  under the Act by virtue of
Section 4(2) of the Act and/or the  provisions  of the  regulations  promulgated
thereunder. In particular, Chancellor is aware and understands that:

     (a)  Chancellor  must bear the economic risk of an investment in the Shares
for an  indefinite  period of time because,  among other things,  (A) the Shares
have not been  registered  under the Act and,  therefore,  cannot be sold unless
they  are  subsequently  registered  under  the Act or an  exemption  from  such
registration  is  available,  (B) the  Shares  have  not been  registered  under
applicable state securities laws and, therefore,  cannot be sold unless they are
registered  under  applicable  state  securities  laws or an exemption from such
registration  is available,  and (C) there are  substantial  restrictions on the
transferability  of the Shares under the Governing  Documents of the Company and
applicable law;

     (b) there is no established  market for the Shares and no market (public or
otherwise) for the Shares will develop in the foreseeable future, if ever;

     (c) Chancellor and the other  stockholders in the Company have no rights to
require that the Shares be registered  under the Act or the  securities  laws of
various  states,  and  Chancellor  will  not be  able  to  avail  itself  of the
provisions of Rule 144 adopted by the Securities and Exchange  Commission  under
the Act; and

     (d) the  Company  will  rely  upon an  exemption  from  registration  which
requires each investor in the Company to be an "accredited investor" (as defined
in Rule  501(a)  of  Regulation  D  promulgated  under the Act,  an  "Accredited
Investor").

     3.3 Chancellor is an Accredited  Investor within the meaning of Rule 501(a)
of Regulation D promulgated under the Act.

     3.4 Chancellor has been advised and understands  that its investment in the
Shares is illiquid and involves a high degree of risk. Chancellor is solvent and
not under  receivership,  has not become  subject to  bankruptcy  or any similar
proceeding,  has no need for  liquidity  in its  investment  in the Shares,  has
adequate means of providing for its current liabilities or other  contingencies,

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has the ability to bear the economic risk of its investment in the Shares and at
the present time and in the foreseeable future can afford a complete loss of its
investment in the Shares.  There are no actions,  suits or proceedings  pending,
or, to the knowledge of Chancellor,  threatened against or affecting  Chancellor
or the  assets of  Chancellor  in any  court or  before or by any U.S.  federal,
state, municipal, foreign or other governmental department,  commission,  board,
bureau, agency or instrumentality  which, if adversely determined,  would impair
the ability of Chancellor  to perform its  obligations  under this  Agreement as
provided  herein.  Chancellor  has the  capacity to protect its own  interest in
purchasing the Shares and has determined that the Shares are suitable for it.

     3.5 Chancellor has been furnished  with, and has read,  understands  and is
fully familiar with, this Agreement and the Governing  Documents of the Company,
has  received no general  solicitation  or  advertisements  and has  attended no
public seminar or other public  promotional  meeting  relating to investments in
the Shares. No representations or warranties have been made to Chancellor by the
Company  or  any  partner,  member,  officer,   employee,  agent,  affiliate  or
subsidiary  of it,  other  than  the  representations  of the  Company  in  this
Agreement.

     3.6  Except  as  specifically  stated  in  this  Agreement,  Chancellor  is
acquiring the Shares solely for  investment  for its own account and not for the
benefit or account of any other person or entity,  and has no present agreement,
understanding,  intention or arrangement to sell,  resell,  assign,  transfer or
otherwise dispose of all or any part of the Shares to any other person or entity
notwithstanding any financing  arrangement entered into by Chancellor to acquire
the Shares.  Notwithstanding  any other provision of this Agreement,  Chancellor
shall not sell, exchange,  transfer,  assign,  pledge,  hypothecate or otherwise
dispose  of all or any  part of the  Shares  (or  purport  to do so)  except  as
permitted by applicable  securities  laws and by the Governing  Documents of the
Company, as the same may be amended from time to time.

     3.7 Chancellor has, or has been given,  access to or has been furnished all
information  regarding  the Company and its proposed  business  that  Chancellor
desires  to  receive  or review in order to  evaluate  the  merits  and risks of
purchasing  the Shares and has been given the  opportunity  to ask questions of,
and receive  answers from,  the Company and its  representatives  concerning the
terms of purchasing the Shares.

     3.8 With  respect  to any  financial  projections  or  estimates  regarding
possible  future   operations  of  the  Company  that  have  been  furnished  to
Chancellor, Chancellor is aware and understands that:

     (a) the Company is a "start-up" and has no financial or operating history;

     (b) such projections and estimates were developed using certain assumptions
for which the  Company or its  respective  representatives  believed  they had a
reasonable basis at the time of preparation;

     (c) such  projections and estimates,  and the underlying  assumptions,  are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the Company's or its  representatives'  control, and therefore actual
results are likely to vary considerably from those projected or estimated;

                                       9
<PAGE>
     (d)  such  projections  and  estimates  were  not  prepared  with a view to
compliance  with  published  guidelines  of the American  Institute of Certified
Public Accountants  regarding  forecasts or with generally  accepted  accounting
principles; and

     (e) such  projections  and estimates  have not been reviewed by independent
accountants.

     3.9 Chancellor is aware and understands that there are substantial risks of
loss  incidental to the purchase of the Shares,  including  those  summarized in
this Agreement.

             ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF COMPANY

     The Company  hereby  represents and warrants to Chancellor and Franks that,
as of the  Closing  Date:

     4.1  Organization  and  Authority.   The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  The  Company  has full  corporate  power and  authority  to execute and
deliver this Agreement and such other  instruments,  agreements and transactions
as may be contemplated  hereunder,  and to perform its obligations hereunder and
thereunder.  All corporate acts and other proceedings required to be taken by or
on the part of Company to authorize Company to execute, deliver and perform this
Agreement and such other  instruments,  agreements  and  transactions  as may be
contemplated  hereunder,  have been duly and properly taken.  This Agreement has
been duly executed and delivered by Company and constitutes the legal, valid and
binding obligation of Company  enforceable in accordance with its terms subject,
as to  enforcement  of  remedies,  to  bankruptcy,  insolvency,  reorganization,
moratorium  or other  laws  affecting  creditors'  rights  generally  or general
equitable principles.

     4.2 No Conflict or Violation. The execution and delivery by Company of this
Agreement and such other  instruments,  agreements  and  transactions  as may be
contemplated  hereunder  and the  consummation  by Company  of the  transactions
contemplated  hereby and thereunder will not (i) violate any law, statute,  rule
or  regulation  or judgment,  order,  writ,  injunction  or decree of any court,
administrative agency or governmental body, or (ii) conflict with, result in any
breach of, or  constitute  a default  (or an event which with notice or lapse of
time or both would  become a default)  under the  Articles of  Incorporation  or
by-laws of Company or, to Company's knowledge, any agreement to which Company is
a party.

     4.3  Consents  and  Approvals.   No  notice  to,  declaration,   filing  or
registration with, or authorization, consent or approval of, or permit from, any
domestic or foreign  governmental or regulatory body or authority,  or any other
person or entity,  is required  to be made or obtained by Company in  connection
with  the  execution,  delivery  and  performance  of  this  Agreement  and  the
consummation of the transactions contemplated hereby.

     4.4 Company  Securities.  The Shares have been duly  authorized  and,  when
issued and fully paid for in  accordance  with this  Agreement,  will be validly
issued,  fully paid and nonassessable,  with no personal liability  attaching to
the ownership thereof and will be free and clear of any encumbrances  imposed by
or through Company except as set forth in this Agreement and applicable  federal
and state securities laws.

                                       10
<PAGE>
     4.5 Conduct of  Business.  Other than  conducting  matters  relating to its
organization and incorporation  and the approval of this Agreement,  Company has
not actively conducted business or owned any material assets or properties.

                           ARTICLE V. INDEMNIFICATION

     5.1 FRANKS RELEASE AND INDEMNIFICATION.  Franks hereby  unconditionally and
irrevocably releases,  relinquishes,  remises and forever discharges, AND AGREES
TO INDEMNIFY  AND HOLD  HARMLESS,  each of Chancellor  and the Company,  and its
affiliates,  and its and their  respective  shareholders,  officers,  directors,
employees, agents and other representatives  (collectively,  "Franks Indemnified
Parties") from and against any and all claims,  complaints,  demands,  causes of
actions, suits, charges,  damages,  debts,  obligations and liabilities of every
kind and nature,  whether  known or unknown,  both at law  (whether  common law,
statutory  or  otherwise)  arising  from or  relating  in any way,  directly  or
indirectly,  to (a) the Assets, (b) any breach by Franks of this Agreement,  the
Co-Founder  Agreement or any of the  representations  and  warranties  contained
therein,  or (c) any claim that any of the Assets or any technology  based on or
incorporating, in whole or in part, any of the Assets, violates the intellectual
property rights of any third party.

     5.2   CHANCELLOR   RELEASE   AND    INDEMNIFICATION.    Chancellor   hereby
unconditionally  and  irrevocably  releases,  relinquishes,  remises and forever
discharges,  AND AGREES TO INDEMNIFY,  DEFEND AND HOLD HARMLESS,  each of Franks
and the Company from and against any and all claims, complaints, demands, causes
of actions, suits, charges, damages, debts, obligations and liabilities of every
kind and nature,  whether  known or unknown,  both at law  (whether  common law,
statutory  or  otherwise),  arising  from or  relating  in any way,  directly or
indirectly,  to  any  breach  by  Chancellor  of  this  Agreement  or any of the
representations  and warranties  made herein by Chancellor;  provided,  however,
that  Chancellor  shall not have any liability to Franks arising out of a breach
of the  representations and warranties made solely to the Company in Article III
hereof.

     5.3 COMPANY RELEASE AND INDEMNIFICATION. Company hereby unconditionally and
irrevocably releases,  relinquishes,  remises and forever discharges, AND AGREES
TO INDEMNIFY,  DEFEND AND HOLD HARMLESS, each of Franks and Chancellor,  and its
affiliates,  and  its  and  their  respective  directors,  officers,  employees,
partners,  members  and  shareholders  from  and  against  any and  all  claims,
complaints,   demands,  causes  of  actions,  suits,  charges,  damages,  debts,
obligations and liabilities of every kind and nature,  whether known or unknown,
both at law  (whether  common law,  statutory  or  otherwise),  arising  from or
relating  in any way,  directly or  indirectly,  to any breach by the Company of
this Agreement or any of the  representations  and warranties made herein by the
Company.

                         ARTICLE VI. GENERAL PROVISIONS

     6.1 Further  Assurances.  The parties  agree (a) to furnish upon request to
each other such  further  information,  (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

                                       11
<PAGE>
     6.2 Survival.  The terms of this Agreement (including,  without limitation,
the  indemnification  obligations,  covenants and representations and warranties
contained herein) will survive the Closing.

     6.3 Expenses.  Franks and  Chancellor  will each pay all of their own fees,
costs and expenses (including,  without limitation,  fees, costs and expenses of
legal counsel, accountants, investment bankers, brokers or other representatives
and consultants and appraisal fees,  costs and expenses)  incurred in connection
with the  negotiation of this Agreement,  the  performance of their  obligations
hereunder and the consummation of the transactions contemplated herein.

     6.4  Severability.  If any  provision of this  Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

     6.5 Governing Law. This Agreement will be governed by the laws of the State
of Texas  without  regard to  conflicts  of laws  principles.  Each party hereto
agrees  that  all  disputes  relating  to the  subject  matter  hereof  shall be
initiated and maintained exclusively in the courts of Reno, Nevada, which courts
shall  have  exclusive  jurisdiction,  and each  party  agrees  to submit to the
personal jurisdiction of such courts with respect to all such disputes.

     6.6   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.

     6.7 Entire Agreement. This Agreement, the Exhibits and Schedules hereto and
the ancillary documents referenced herein constitute the entire agreement of the
parties hereto with respect to the subject matter hereof.

                                       12
<PAGE>
     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
effective as of the date first written above.

                                 COMPANY:

                                 PIMOVI, INC.,
                                 a Nevada corporation


                                 By: /s/ Maxwell Grant
                                    --------------------------------------------
                                 Name: Maxwell Grant
                                      ------------------------------------------
                                 Title: Chief Executive Officer
                                       -----------------------------------------

                                 STOCKHOLDERS:

                                 CHANCELLOR GROUP, INC.,
                                 a Nevada corporation

                                 By: /s/ Maxwell Grant
                                    --------------------------------------------
                                 Name: Maxwell Grant
                                      ------------------------------------------
                                 Title: Chief Executive Officer
                                       -----------------------------------------


                                 Address for notices:

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

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


                                 /s/ Kasian Franks
                                 -----------------------------------------------
                                 Kasian Franks

                                 Address for notices:

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

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



                   Signature Page to Stock Purchase Agreement
<PAGE>
                                    EXHIBIT A

                          Form of Co-Founder Agreement

                                   [Attached]



<PAGE>
                                   SCHEDULE 1

                                  Pimovi Shares

    Stockholder                  Class of Shares               Number of Shares
    -----------                  ---------------               ----------------

Chancellor Group, Inc.       Series A Preferred Stock               6,100
Kasian Franks                Common Stock                           3,900