December 11, 2000


                            Stock Purchase Agreement



This Stock  purchase agreement (agreement) is  being signed on 19th  June  2000,
between Swiftnet Ltd. (Swiftnet) and Mr. Abraham Keinan (Keinan) and Campbeltown
Business Ltd (Campbeltown).


1)   Swiftnet and Keinan confirm that Keinan owns directly and through companies
     under his control  77.5% of all issued "B" class voting  shares of Swiftnet
     and 65% of all issued "A" class equity shares of Swiftnet.

2)   Swiftnet and Keinan confirm that Swiftnet is a British  corporation and has
     authorized  capital  comprised  only of 200,000 shares of 1 Pounds (UK) par
     value,  of which 22,000 are issued and  outstanding  as of the date of this
     agreement.

3)   Swiftnet  and  Keinan  declare  that  the  following   table  presents  the
     information  covering the beneficial  ownership of Swiftnet's  shares as of
     the date of this agreement:


A EQUITY OF(pound)1 EACH
-------------------------------------- ---------
A Keinan                               1690
-------------------------------------- ---------
-------------------------------------- ---------
M Cohen*                               3810*
-------------------------------------- ---------
-------------------------------------- ---------
Vision Consultants Ltd                 5500
-------------------------------------- ---------
-------------------------------------- ---------
Total                                  11000
-------------------------------------- ---------


B VOTING OF(pound)1 EACH
-------------------------------------- ---------
A Keinan                               3034
-------------------------------------- ---------
-------------------------------------- ---------
M Cohen*                               2465*
-------------------------------------- ---------
-------------------------------------- ---------
Vision Consultants Ltd                 5500
-------------------------------------- ---------
-------------------------------------- ---------
Total                                  11000
-------------------------------------- ---------

* Mr. Cohen's  shares are currently in the process of  forfeiture.  Any decision
concerning  the future of his shares will be made by the Board of Directors  and
with the agreement of Campbeltown.






4)   Swiftnet and Keinan  confirm that no entity has any right for  ownership or
     potential ownership of any kind in Swiftnet besides the following:
1.    The rights that are assigned and derive from this agreement.
2.    Rights for options for Mr. Keinan - to be agreed
3.    Rights for options for Mr. Nissenson - to be agreed
4.    Rights of Dr. Nissim Levi derived from attached agreement. (Attachment A).

5)   Swiftnet,  Keinan and Campbeltown  confirm their  commitment to conclude as
     soon as practically possible,  the listing of a US company (the USC) in the
     OTC stock market in the US, to file the  necessary  documents  with the SEC
     and other  authorities,  so that the USC shares will be publicly traded and
     agree to merge into or to be acquired  for stock by the USC,  according  to
     the process initiated with the Adar group.
     (The Adar group transaction) (Attachment B)

6)   Keinan  confirms that all his businesses  activities and initiatives in the
     field  of  telecommunication  are  conducted  through  Swiftnet,  and  will
     continue to do so at least 18 months after the conclusion of the Adar group
     transaction.

7)   Campbeltown  declares that it is not involved in any business that competes
     with  Swiftnet  and will not be involved  in such  business at least for 18
     months after the Adar Group transaction is concluded.

8)   Campbeltown  will invest in Swiftnet the amount of 100,000 USD. In exchange
     for its  investment  Swiftnet will issue new shares that will represent 20%
     of the total  issued  shares of Swiftnet  and will have equal rights as the
     rest of the shares and ownership (voting and equity). Campbeltown will also
     receive 5% of the USC shares after all initial dilutions.

9)   Swiftnet and Keinan will make sure and  guarantee  that the shares owned by
     Campbeltown  in Swiftnet,  as a result of paragraph 8, will be exchanged by
     at least 10% of the total issued and outstanding shares of the USC and that
     Campbeltown  will have in total at least 15% of the USC once the Adar group
     transaction is concluded.


10)  Campbeltown will have the right to nominate 33% of the members of the board
     of directors of Swiftnet and the USC. If and when Campbeltown  ownership in
     the USC will be less than 7%,  Campbeltown  will have the right to nominate
     only 20% of the USC board  members (at least one member).  In the case that
     Campbeltown  ownership  in the USC  will be less  than 2% this  right  will
     expire.  In the case that the Adar group  transaction  is not concluded and
     Campbeltown  sells all of its shares in  Swiftnet,  the right for 33% board
     members in Swiftnet will expire.

11)  Campbeltown  will have the right to nominate a vice  president  in Swiftnet
     and/or the USC. It is agreed that Mr. Guy  Nissenson is  nominated  now. If
     for any reason Guy Nissenson will leave his position,  Campbeltown  and Mr.
     Keinan will agree on another nominee. The VP will be employed with suitable
     conditions. This right will expire when both conditions happen: Campbeltown
     is no longer a shareholder in Swiftnet and it owns less than 2% of the USC.

12)  Campbeltown has the option to purchase  additional  shares of Swiftnet that
     will  represent  10% of all issued  shares  after the  transaction  for the
     amount of 200,000 USD. This  transaction can be executed either by Swiftnet
     issuing new shares, or by Mr. Keinan selling his private shares (as long as
     he has an adequate  amount of shares),  as Mr.  Keinan  will  decide.  This
     option will expire on Dec 31, 2005. Campbeltown can exercise this option in
     parts. If this option is exercised  before the conclusion of the Adar Group
     transaction  Keinan  and  Swiftnet  will make sure and  guarantee  that the
     shares owned by Campbeltown  as a result of exercising  this option will be
     exchanged by the same percentage of ownership in the USC. It is agreed that
     if Campbeltown  exercised only part of the option buying Swiftnet shares it
     will have the right to  exercise  the  reminder  of the  option for the USC
     shares at the same terms. As long as Swiftnet is not a public company or is
     merged / bought / taken over by a third party only half of the option above
     could be taken.

13)  Alternatively to the right described in paragraph "12" after the conclusion
     of the Adar group transaction  Campbeltown will have the option to purchase
     shares of the USC that will  represent  10% of all issued  and  outstanding
     shares at the first day of flotation (after the transaction) for the amount
     of 200,000 USD. It is Campbeltown decision what alternative to choose. This
     transaction can be executed either by the USC issuing new shares, or by Mr.
     Keinan selling his private shares in the USC (as long as he has an adequate
     amount of shares), as Mr. Keinan will decide. The option can be executed in
     parts and will expire on Dec 31,2005.  Keinan and  Swiftnet  will make sure
     and guarantee that the option is granted when the Adar group transaction is
     concluded.

14)  Campbeltown  will have the right to  participate  under the same  terms and
     conditions in any investment or  transaction  that involve equity rights in
     Swiftnet  or the USC  conducted  by Mr.  Keinan at the  relative  ownership
     portion.

15)  In the  event  that  Swiftnet  or the USC will  seek for money in a private
     placement for equity or any other rights,  Campbeltown  will have the right
     of first refusal on any  transaction or part of it until Dec 31, 2005 or as
     long as it owns over 7% of Swiftnet equity or 4% of the USC.

16)  Keinan and Campbeltown will sign a right of first refusal agreement for the
     sell of their shares.

17)  Until  Swiftnet or the USC  conducts a public  offering  and is traded on a
     stock market,  the USC and Swiftnet will not issue any additional shares or
     equity rights without a written agreement from Campbeltown. This right will
     expire when Campbeltown will have no interest or shares in Swiftnet and the
     USC.

18)  This agreement shall be construed and governed in  accordance with the laws
     of the UK.

19)  This agreement can be assigned by Campbeltown to any entity.


Signature:


----------------------                             ----------------------
Swiftnet Ltd.                                      Campbeltown Business Ltd.



----------------------
Abraham Keinan