<PAGE>

                                                                     EXHIBIT 2.8

                           STOCK ACQUISITION AGREEMENT

         This STOCK ACQUISITION AGREEMENT (the "Agreement"), is made and entered
into as of January 31, 2000, by and among OrbitTravel.com, Corporation ("Buyer")
a Delaware corporation formerly known as Divot Golf Corporation, with its
executive office located at One Union Square South Suite 10-F, New York, NY
10003, USA, and Wilhelmina Artist Management LLC, a New York limited liability
company ("Seller"), with its executive office located at 300 Park Avenue South,
Second Floor, New York, NY 10010.

                                    RECITALS
                                    --------

I.       Seller owns 1,000 shares of common stock of WilhelminaTravelFile.com,
         Inc. ("WTF"), a Delaware corporation, which constitutes all issued and
         outstanding shares of capital stock of WTF (such shares hereinafter
         referred to as the "WTF Stock"); and

II.      Seller desires to exchange its WTF stock for shares of the Buyer's
         common stock in a tax free transaction in accordance with the terms and
         subject to the conditions set forth in this Agreement (the
         "Acquisition").

         NOW, THEREFORE, in consideration of the foregoing and the respective
covenants, promises, representations and warranties set forth herein, and for
other good and valuable consideration, intending to be legally bound hereby, the
parties agree as follows:

SECTION 1. PURCHASE AND SALE OF SECURITIES
------------------------------------------

1.1      Acquisition of Stock: Subject to the terms and conditions hereof, at
         --------------------
         the Closing (as hereinafter defined), Seller will transfer to Buyer,
         and Buyer will receive from Seller, all right, title and interest of
         Seller in the WTF Stock.

1.2      Consideration: The aggregate acquisition consideration (the
         -------------
         "Acquisition Consideration") for the WTF stock shall be a number of
         shares of Buyer's common stock, .001 par value, equivalent to ten
         percent (10%) of the issued and outstanding shares of Buyer on a fully
         diluted basis (calculated as of the Closing Date) and rounded to the
         nearest whole share, to be issued to Seller at the Closing (the "Buyer
         Stock").

1.3      The Closing: The closing of the Acquisition (the "Closing") will take
         -----------
         place as promptly as practicable, but no later than five (5) business
         days following satisfaction or waiver of the conditions set forth in
         Article 6, at the offices of Buyer located at One Union Square South,
         Suite 10-J, New York, New York 10003, unless another place or time is
         agreed to by the parties. The date upon which the Closing actually
         occurs is herein referred to as the "Closing Date". On the Closing
         Date, the parties hereto shall cause the Acquisition to be consummated
         in accordance with the relevant provisions of applicable law. The
         parties currently intend that the Closing Date will occur on or prior
         to January 28, 2000.

         (a)      Procedure at the Closing: At the Closing, the parties agree
                  ------------------------
                  that the following shall occur:
<PAGE>

                  (i)      The parties shall have satisfied each of the
                           conditions set forth in Sections 5 and 6, and shall
                           deliver any and all documents required by such
                           Sections, unless such delivery is waived.

                  (ii)     Seller will assign and transfer to Buyer all of
                           Seller's right, title, and interest in and to the WTF
                           Stock by delivering to Seller a certificate or
                           certificates representing the WTF Stock, in genuine
                           and unaltered form, duly endorsed in blank or
                           accompanied by duly executed stock powers endorsed in
                           blank, with requisite stock transfer tax stamps, if
                           any, attached.

                  (iii)    Buyer shall execute, provide and deliver to Seller a
                           certificate or certificates representing the Buyer
                           Stock, in genuine and unaltered form, duly endorsed
                           in blank or accompanied by duly executed stock powers
                           endorsed in blank, with requisite stock transfer
                           stamps, if any, attached.

1.4      Taking of Necessary Action; Further Action: If, at any time after the
         ------------------------------------------
         Closing, any such further action is necessary or desirable to carry out
         the purposes of this Agreement and to vest Buyer with full right, title
         and possession to the WTF Stock, or to vest Seller with full right,
         title, and possession to the Buyer Stock, the officers and directors of
         both Buyer and Seller are fully authorized in the name of their
         respective corporations or otherwise to take, and will take, all such
         lawful and necessary action.


SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER
---------------------------------------------------

         Seller hereby represents and warrants to Buyer as follows:

2.1      Organization, Standing, and Power: Seller is a limited liability
         ---------------------------------
         company duly organized, validly existing, and in good standing under
         the laws of the State of New York.

         (a)      WTF is a corporation duly organized, validly existing, and in
                  good standing under the laws of the State of Delaware; has all
                  requisite corporate power to own, lease, and operate its
                  properties and to carry on its business as currently being
                  conducted; is duly qualified to do business and is in good
                  standing in each jurisdiction in which the failure to be so
                  qualified and in good standing would have a material adverse
                  effect on the business, assets (including intangible assets),
                  properties, liabilities (contingent or otherwise), financial
                  condition, or operations (a "Material Adverse Effect") of WTF;
                  and WTF does not directly or indirectly own any equity or
                  similar interest in, or any interest convertible or
                  exchangeable or exercisable for any equity or similar interest
                  in, any corporation, partnership, joint venture, or other
                  business association or entity. WTF is not in violation of any
                  of the provisions of its Certificate of Incorporation or
                  Bylaws.

2.2      WTF Capital Structure: The authorized capital stock of WTF consists of
         ---------------------
         One Thousand (1,000) shares of WTF Common Stock, $1.00 par value, of
         which Five Hundred (500) shares are issued and outstanding and are held
         of record by Seller. All outstanding shares

                                       2
<PAGE>

         of WTF Stock have been duly authorized and validly issued, are fully
         paid and nonassessable, and are subject to no preemptive rights or
         rights of first refusal created by statute, the Certificate of
         Incorporation, or Bylaws of WTF or any agreement to which WTF is a
         party or by which it is bound. Seller owns all of the issued and
         outstanding capital stock of WTF free and clear of any mortgage,
         pledge, assessment, security interest, lease, lien, adverse claim,
         levy, charge, or other encumbrance of any kind, or any contract or
         agreement to grant any of the foregoing ("Liens"). The delivery of a
         certificate or certificates at the Closing representing the WTF Stock
         will transfer to Buyer good and valid title to the WTF Stock, free and
         clear of all Liens.

         (a)      There are (i) no equity securities of any class of WTF or any
                  securities exchangeable into or exercisable for such equity
                  securities issued, reserved for issuance, or outstanding and
                  (ii) no outstanding subscriptions, options, warrants, puts,
                  calls, rights, or other commitments or agreements of any
                  character to which WTF is a party or by which it is bound
                  obligating WTF to issue, deliver, sell, repurchase, or redeem,
                  or cause to be issued, delivered, sold, repurchased, or
                  redeemed, any equity securities of WTF or obligating WTF to
                  grant, extend, accelerate the vesting of, change the price of,
                  or otherwise amend or enter into any such option, warrant,
                  call, right, commitment, or agreement.

2.3      Authority: Seller has all requisite corporate power and authority to
         ---------
         enter into this Agreement and the other documents required to be
         executed and delivered by Seller hereunder (collectively, the "Seller
         Transaction Documents") and to consummate the transactions contemplated
         hereby and thereby. The execution and delivery of this Agreement and
         the other Seller Transaction Documents and the consummation of the
         transactions contemplated hereby and thereby have been duly authorized
         by all necessary corporate action on the part of Seller. This Agreement
         and the other Seller Transaction Documents have been duly executed and
         delivered by Seller and constitute the valid and binding obligations of
         Seller, enforceable against Seller in accordance with their terms,
         except as such enforceability may be limited by bankruptcy, insolvency,
         moratorium or other similar laws affecting or relating to creditors'
         rights generally, and general principles of equity.

         (a)      The execution and delivery by Seller of this Agreement and the
                  other Seller Transaction Documents do not, and the
                  consummation of the transactions contemplated hereby and
                  thereby will not: (i) conflict with, or result in any
                  violation or breach of any provision of the Certificate of
                  Formation or Operating Agreement of Seller, or the Certificate
                  of Incorporation or Bylaws of WTF, (ii) result in any
                  violation or breach of, or constitute (with or without notice
                  or lapse of time, or both) a default under, or give rise to a
                  right of termination, cancellation, or acceleration of any
                  material obligation or loss of any benefit under any note,
                  mortgage, indenture, lease, contract, or other agreement or
                  obligation to which Seller or WTF is a party or by which
                  Seller or WTF or any of their properties or assets may be
                  bound; (iii) conflict with or violate any permit, concession,
                  franchise, license, judgment, order, decree, statute, law,
                  ordinance, rule, or regulation applicable to Seller or WTF or
                  any of their properties or assets; or (iv) require Seller or
                  WTF to obtain any consent, approval, or action of, make any
                  filing with or give any notice to any entity or person

                                       3
<PAGE>

                  as a result or under the terms of any contract or agreement to
                  which Seller or WTF is a party or by which their properties or
                  assets are bound, except in the case of (ii) and (iii) for
                  such violations, breaches, defaults, rights, or conflicts
                  which would not be reasonably likely to have a Material
                  Adverse Effect on WTF or materially affect the ability of
                  Seller to consummate the transactions contemplated by this
                  Agreement in accordance with its terms, and, except in the
                  case of (iv) for such consents, approvals or actions which, if
                  not obtained or made, would not be reasonably likely to have a
                  Material Adverse Effect on WTF or materially adversely affect
                  the ability of Seller to consummate the transactions
                  contemplated by this Agreement in accordance with its terms.

         (b)      No consent, approval, order, or authorization of, or
                  registration, declaration, or filing with, any governmental
                  entity is required by Seller or WTF in connection with the
                  execution and delivery of this Agreement or the other Seller
                  Transaction Documents or the consummation of the transactions
                  contemplated hereby or thereby except for such consents,
                  authorizations, filings, approvals, and registrations which,
                  if not obtained or made, would not be reasonably likely to
                  have a Material Adverse Effect on WTF or materially adversely
                  affect the ability of Seller to consummate the transactions
                  contemplated by this Agreement in accordance with its terms.

2.4      Absence of Undisclosed Liabilities: WTF was formed on January 14, 2000,
         ----------------------------------
         and does not have any liabilities, either accrued or contingent, and
         whether due or to become due.

2.5      Absence of Certain Changes or Events: Since the date of its formation,
         ------------------------------------
         WTF has conducted its business in the ordinary course and in a manner
         consistent with past practices, and has not suffered any event or
         occurrence that has had or could reasonably be expected to have a
         Material Adverse Effect on WTF;

2.6      Taxes: Any and all federal, state and other tax returns and reports
         -----
         required to be filed by WTF have been duly filed and all taxes and
         other assessments and levies (including all interest and penalties)
         which may be owed by WTF as of the date of this Agreement have been
         paid in full.

2.7      Intellectual Property: WTF owns, or is licensed or otherwise possesses
         ---------------------
         legally enforceable rights to use, all patents, trademarks, trade
         names, service marks, and copyrights, and any applications for and
         registrations of such Intellectual Property, and all processes,
         formulae, methods, schematics, technology, know-how, computer software
         programs or applications, and tangible or intangible proprietary
         information or materials that are necessary to conduct the business of
         WTF as currently conducted.

2.8      Contracts: WTF is a party to a binding agreement with the Seller that
         ---------
         provides an exclusive license for the electronic distribution via the
         Internet of certain travel related information (the "License
         Agreement"), a true and accurate copy of which is attached hereto as
         Exhibit "A" and by this reference incorporated herein. WTF is not a
         party or subject to any other binding agreements, obligations, or
         commitments, written or oral:

                                       4
<PAGE>

         (a)      that call for any fixed and/or contingent payment or
                  expenditure or any related series of fixed an/or contingent
                  payments or expenditures by or to WTF totaling more than
                  $25,000.00 in any calendar year;

         (b)      with agents, advisors, salesmen, representatives, contractors,
                  or consultants that are not cancelable by it on no more than
                  thirty (30) days notice and without liability, penalty, or
                  premium;

         (c)      that restricts WTF from carrying on anywhere in the world its
                  business or any portion thereof as currently conducted;

         (d)      to provide funds to or to make any investment in any other
                  person or entity (in the form of a loan, capital contribution,
                  or otherwise);

         (e)      with respect to obligations as guarantor, surety, co-signer,
                  endorser, co-maker, indemnitor, or otherwise in respect of the
                  obligation of any other person or entity;

         (f)      for any line of credit, standby financing, revolving credit,
                  or other similar financial arrangement;

         (g)      with any distributor, original equipment manufacturer, value
                  added remarketer or other person for the distribution of any
                  WTF products.

         WTF is not in material default under or in material breach or violation
         of, nor is there any valid basis for any claim of material default by
         WTF under, or material breach or violation by WTF of, any contract,
         commitment, or restriction to which WTF is a party or by which WTF or
         any of its properties or assets is bound (including the License
         Agreement). To WTF's or Seller's knowledge, no other party is in
         material default under or in material breach or violation of, nor is
         there any valid basis for any claim of material default by any other
         party under any contract, commitment, or restriction to which WTF is a
         party or by which WTF or any of its properties or assets is bound.

2.9      Compliance with Laws: WTF has complied in all material respects with,
         --------------------
         is not in material violation of, and has not received any notices of
         violation with respect to, any statute, law, or regulation applicable
         to the ownership or operation of its business.

2.10     Litigation: There is no action, suit, proceeding, claim, arbitration,
         ----------
         or investigation pending before any agency, court, or tribunal, or, to
         Seller's and WTF's knowledge, threatened against WTF or any of its
         properties or officers or directors (in their capacities as such).
         There is no judgment, decree, or order against WTF or, to Seller's or
         WTF's knowledge, any of its directors or officers (in their capacities
         as such) that could prevent, enjoin, or materially alter or delay any
         of the transactions contemplated by this Agreement, or that could
         reasonably be expected to have a Material Adverse Effect on WTF.

2.11     Restrictions on Business: There is no agreement, judgment, injunction,
         ------------------------
         order, or decree binding upon WTF which has or could reasonably be
         expected to have the effect of

                                       5
<PAGE>

         prohibiting or materially impairing any current business practice of
         WTF or the conduct of its business as currently conducted.

2.12     Governmental Authorization: WTF has obtained each governmental consent,
         --------------------------
         license, permit, grant, or other authorization of a governmental entity
         that is required for the operation of the business of WTF as currently
         conducted except for those which, if not obtained, would not be
         reasonably likely to have a Material Adverse Effect on WTF.

2.13     Broker's and Finder's Fees: Seller has not incurred, nor will it incur,
         --------------------------
         directly or indirectly, any liability for brokerage or finders' fees or
         agents' commissions or any similar charges in connection with this
         Agreement or any transaction contemplated hereby.

2.14     Investment Representations:
         --------------------------

         (a)      The Buyer Stock is being acquired for Seller's own account,
                  for investment and not with a view to, or for resale in
                  connection with, any distribution or public offering thereof
                  within the meaning of the Securities Act of 1933, as amended,
                  or other applicable securities laws.

         (b)      Seller is an "Accredited Investor" as that term is defined in
                  Rule 501 of Regulation D promulgated under the Securities Act
                  of 1933, as amended.

         (c)      Seller shall abide by the lockup provisions concerning the
                  Buyer Stock set forth in Section 3.4(b) of this Agreement.

2.15     No Misrepresentation: No representation or warranty by Seller in this
         --------------------
         Agreement, and no written statement, certificate, or schedule furnished
         or to be furnished by or on behalf of Seller pursuant to this
         Agreement, when taken together, contains any untrue statement of a
         material fact or omits to state a material fact required to be stated
         therein or necessary in order to make such statements, in light of the
         circumstances under which they were made, not misleading.



SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER
--------------------------------------------------

         Buyer represents and warrants to Seller as follows:

3.1      Organization, Standing, and Power: Buyer is a corporation duly
         ---------------------------------
         organized and validly existing under the laws of the State of Delaware.
         Buyer has the corporate power to own its properties and to carry on its
         business as now being conducted.

3.2      Authority: Buyer has all requisite corporate power and authority to
         ---------
         enter into this Agreement and the other documents required to be
         executed and delivered by Buyer hereunder (collectively, the "Buyer
         Transaction Documents") and to consummate the transactions contemplated
         hereby and thereby. The execution and delivery of this Agreement and
         the other Buyer Transaction Documents and the consummation of the

                                       6
<PAGE>

         transactions contemplated hereby and thereby have been duly authorized
         by all necessary corporate action on the part of Buyer. This Agreement
         and the other Buyer Transaction Documents to which they are parties
         have been duly executed an delivered by Buyer and constitute the valid
         and binding obligations of Buyer, enforceable against Buyer in
         accordance with their terms, except as such enforceability may be
         limited by (i) bankruptcy, insolvency, moratorium, or other similar
         laws and other similar laws affecting creditors' rights generally, and
         (ii) general principles of equity.

         (a)      The execution and delivery by Buyer of this Agreement and the
                  other Buyer Transaction Documents do not, and the consummation
                  of the transactions contemplated hereby and thereby will not:
                  (i) conflict with, or result in any violation or breach of any
                  provision of the Certificate or Articles of Incorporation or
                  Bylaws of Buyer, (ii) result in any violation or breach of, or
                  constitute (with or without notice or lapse of time, or both)
                  a default under, or give rise to a right of termination,
                  cancellation, or acceleration of any material obligation or
                  loss of any benefit under any note, mortgage, indenture,
                  lease, contract, or other agreement or obligation to which
                  Buyer is a party or by which Buyer or any of its properties or
                  assets may be bound; (iii) conflict with or violate any
                  permit, concession, franchise, license, judgment, order,
                  decree, statute, law, ordinance, rule, or regulation
                  applicable to Buyer or any of its properties or assets; or
                  (iv) require Buyer to obtain any consent, approval, or action
                  of, make any filing with, or give any notice to any entity or
                  person as a result or under the terms of any contract or
                  agreement to which Buyer is a party or by which their
                  properties or assets are bound, except in the case of (ii) and
                  (iii) for such violations, breaches, defaults, rights, or
                  conflicts which would not be reasonably likely to have a
                  Material Adverse Effect on Buyer and its parents and
                  subsidiaries, taken as a whole, or materially affect the
                  ability of Buyer to consummate the transactions contemplated
                  by this Agreement in accordance with its terms.

         (b)      No consent, approval, order, or authorization of, or
                  registration, declaration, or filing with, any Governmental
                  Entity (as defined in Section 8.2) is required by Buyer in
                  connection with the execution and delivery of this Agreement
                  or the other Buyer Transaction Documents or the consummation
                  of the transactions contemplated hereby or thereby except for
                  such consents, authorizations, filings, approvals, and
                  registrations which, if not obtained or made, would not be
                  reasonably likely to have a Material Adverse Effect on Buyer
                  or materially adversely affect the ability of Buyer to
                  consummate the transactions contemplated by this Agreement in
                  accordance with its terms.

3.3      Investment Representations:
         --------------------------

         (d)      The WTF Stock is being acquired for Buyer's own account, for
                  investment and not with a view to, or for resale in connection
                  with, any distribution or public offering thereof within the
                  meaning of the Securities Act of 1933, as amended, or other
                  applicable securities laws.

         (e)      Buyer is an "Accredited Investor" as that term is defined in
                  Rule 501 of Regulation D promulgated under the Securities Act
                  of 1933, as amended.

                                       7
<PAGE>

3.4      The Buyer Stock: The Buyer Stock to be issued in accordance with the
         ---------------
         terms and provisions of this Agreement will be duly authorized, validly
         issued, fully paid, and non-assessable.

         (a)      Registration: As soon as practicable (but in no event later
                  ------------
                  than sixty (60) days following the Closing, Buyer shall
                  prepare and file with the Securities and Exchange Commission
                  ("SEC") a form SB-2, registering 100% of the Buyer Stock
                  issued to Seller in accordance with this Agreement, and Buyer
                  shall use its best efforts to have such Registration Statement
                  declared effective by the SEC within ninety (90) days
                  following the Closing. Following the effective registration of
                  the Buyer Stock, such shares shall be freely tradable under
                  the federal securities laws and any applicable state "blue
                  sky" laws, and shall not be "restricted securities" as defined
                  in Rule 144 of the Securities Act of 1933 ("Rule 144").

3.5      Brokers' and Finders' Fees: Buyer has not incurred, nor will it incur,
         --------------------------
         directly or indirectly, any liability for brokerage or finders' fees or
         agent's commissions or any similar charges in connection with this
         Agreement or any transaction contemplated hereby.

SECTION 4. ADDITIONAL AGREEMENTS
--------------------------------

4.1      Limitation on Trading/Staggered Lockup. In consideration for Buyer
         --------------------------------------
         performing its obligation to register the Buyer Stock issued to Seller
         pursuant to this Agreement, the Seller hereby agrees not to sell, make
         any short sale of, loan, grant any option for the purchase of, or
         otherwise dispose of ("Trade") such Buyer Stock or other securities
         exercisable or exchangeable for, or convertible into, Buyer Stock,
         except as follows:

         (i)      The Buyer Stock shall be subject to a "Staggered lockup," such
                  that the Seller may only Trade up to twenty five percent (25%)
                  of the aggregate amount of its initially issued registered
                  Buyer Stock at the following times: (1) immediately following
                  the effective date of Registration; (2) ninety (90) days
                  following the effective date of Registration; (3) one hundred
                  eighty (180) days following the effective date of
                  Registration; and (4) any amount of Buyer Stock two hundred
                  seventy (270) days following the effective date of
                  Registration; and

         (ii)     In accordance with such other limitations as may be imposed
                  upon the shares by applicable governmental regulations.


4.2      Confidentiality: "Confidential Information" as used in this Agreement
         ---------------
         shall mean any information, not generally known in the trade or
         industry, which was obtained from the parties to this Agreement, or
         which was learned, discovered, developed, conceived, originated, or
         prepared during or as a result of any performance hereunder and which
         falls within the following general categories: (i) information relating
         to trade secrets of the parties; (ii)information relating to existing
         or contemplated products, services, technology, designs, computer
         systems, computer software and research, or developments of the
         parties; (iii) information relating to business plans, sales or

                                       8
<PAGE>

         marketing methods, methods of doing business, customer lists, customer
         usages and/or requirements, names of sales representatives, and
         supplier information of the parties; (iv) information relating to
         proprietary computer software not generally known to the public; and
         (v) any other confidential information that the parties may wish to
         protect by patent, copyright, or by keeping such information secret and
         confidential.

         (a)      The party which receives confidential information from the
                  other party agrees to maintain such information in secrecy at
                  all times, and to take reasonable steps, including such steps
                  as it takes to protect its own proprietary information, prior
                  to and (if applicable) after termination of this Agreement, to
                  prevent the duplication or disclosure of any such confidential
                  and proprietary information, other than by or to its own
                  employees or agents who must have access to such information
                  to perform such party's obligations hereunder. Information of
                  either party shall not be subject to the obligations imposed
                  by this Section if such information is publicly available or
                  is lawfully obtained by the disclosing party from another
                  source free of restrictions or is independently developed by
                  the disclosing party.

4.2      Expenses: Regardless of whether the transaction provided for herein is
         --------
         consummated, all fees and expenses incurred in connection with such
         share exchange including, without limitation, all legal, accounting,
         financial advisory, consulting and all other fees and expenses of third
         parties incurred by a party in connection with the negotiation and
         effectuation of the terms and conditions of this Agreement and the
         transactions contemplated hereby, shall be the obligation of the
         respective party incurring such fees and expenses.

4.3      Public Disclosure: Following the execution of this Agreement, the
         -----------------
         parties shall agree to the text of the initial public disclosure to be
         made concerning the transaction discussed in this Agreement. The
         parties shall further agree on the timing and nature of such
         disclosure. No disclosure (whether or not in response to an inquiry) of
         the existence or nature of this Agreement shall be made by any party
         hereto unless approved in writing by duly authorized officers of all
         parties prior to release, provided that such approval shall not be
         unreasonably withheld and subject in any event to Buyer's parent's
         obligation to comply with applicable securities laws and stock market
         regulations.

4.4      Reasonable Efforts: Subject to the terms and conditions provided in
         ------------------
         this Agreement, each of the parties hereto shall use its reasonable
         efforts to take promptly, or cause to be taken, all actions, and to do
         promptly, or cause to be done, all things necessary, proper or
         advisable under applicable laws and regulations to consummate and make
         effective the transactions contemplated hereby to obtain all necessary
         waivers, consents and approvals and to effect all necessary
         registrations and filings and to remove any injunctions or other
         impediments or delays, legal or otherwise, in order to consummate and
         make effective the transactions contemplated by this Agreement for the
         purpose of securing to the parties hereto the benefits contemplated by
         this Agreement.

4.5      Notification of Certain Matters: Seller shall give prompt notice to
         -------------------------------
         Buyer, and Buyer shall give prompt notice to Seller, of (a) the
         occurrence or non-occurrence of any event, the occurrence or
         non-occurrence of which is likely to cause any representation or
         warranty

                                       9
<PAGE>

         of any party, respectively, contained in this Agreement to be untrue or
         inaccurate in any material respect at or prior to the Closing except as
         contemplated by this Agreement, and (b) any failure of Seller or Buyer,
         as the case may be, to comply with or satisfy any covenant, condition
         or agreement to be complied with or satisfied by it hereunder;
         provided, however, that the delivery of any notice pursuant to this
         Section 4.5 shall not limit or otherwise affect any remedies available
         to the party receiving such notice.

4.6      Taxes: The parties understand and agree that the transaction
         -----
         contemplated hereby is intended to be a tax-free exchange of shares as
         described in the Internal Revenue Code.


SECTION 5. CONDITIONS TO THE CLOSING
------------------------------------

5.1      Conditions to Obligations of Each Party: The respective obligations of
         ---------------------------------------
         each party to this Agreement to effect the transactions provided for
         herein shall be subject to the satisfaction at or prior to the Closing
         of the following conditions:

         (a)      Director and/or Stockholder Approval: Director and/or
                  ------------------------------------
                  Stockholder approval shall have been obtained;

         (b)      No Injunctions or Restraints; Illegality: No temporary
                  ----------------------------------------
                  restraining order, preliminary or permanent injunction, or
                  other order issued by any court of competent jurisdiction or
                  other legal or regulatory restraint or prohibition preventing
                  the consummation of the transactions provided for herein shall
                  be in effect;

         (c)      Regulatory Approvals and Third Party Consents: All
                  ---------------------------------------------
                  governmental and third party consents, orders and approvals
                  legally required for the consummation of the transactions
                  provided for herein shall have been obtained and be in effect
                  as of the Closing;

5.2      Additional Conditions to the Obligations of Buyer: The obligations of
         -------------------------------------------------
         Buyer to effect the transactions provided for herein are subject to the
         satisfaction of each of the following additional conditions, any of
         which may be waived in writing exclusively by Buyer:

         (a)      The representations and warranties of Seller set forth in this
                  Agreement shall be true and correct in all material respects
                  as of the date of this Agreement and (except to the extent
                  such representations and warranties speak as of an earlier
                  date) as of the Closing Date, except for changes contemplated
                  by this Agreement and except in all cases for such breaches
                  of, inaccuracies in or omissions from such representations and
                  warranties that do not have a Material Adverse Effect.

         (b)      Seller shall have performed in all material respects all
                  obligations required to be performed by it under this
                  Agreement at or prior to the Closing Date.

         (c)      The exclusive license granted to WTF by Seller shall be in
                  full force and effect in accordance with its terms as of the
                  Closing Date.

                                       10
<PAGE>

5.3      Additional Conditions to the Obligations of Seller: The obligations of
         --------------------------------------------------
         Seller to effect the transactions provided for herein are subject to
         the satisfaction of each of the following additional conditions, any of
         which may be waived in writing exclusively by Seller:

         (a)      The representations and warranties of Buyer set forth in this
                  Agreement shall be true and correct in all material respects
                  as of the date of this Agreement and (except to the extent
                  such representations and warranties speak as of an earlier
                  date) as of the Closing Date, except for changes contemplated
                  by this Agreement and except in all cases for such breaches
                  of, inaccuracies in or omissions from such representations and
                  warranties that do not have a Material Adverse Effect.

         (b)      Buyer shall have performed in all material respects all
                  obligations required to be performed by it under this
                  Agreement at or prior to the Closing Date.


SECTION 6. TERMINATION, AMENDMENT, AND WAIVER
---------------------------------------------

6.1      Termination: This Agreement may be terminated and the transaction
         -----------
         abandoned at any time prior to the Closing:

         (a)      By mutual consent of the parties;

         (b)      By either party if: (i) the Closing has not occurred by
                  February 15, 2000 (provided that the right to terminate this
                  Agreement under this clause 6.1(b)(i) shall not be available
                  to any party whose willful failure to fulfill any obligation
                  hereunder has been the cause of, or resulted in, the failure
                  of the Closing to occur on or before such date); (ii) there
                  shall be a final non-appealable order of a federal or state
                  court in effect preventing consummation of the transactions
                  provided for herein; or (iii) there shall be any statute,
                  rule, regulation or order enacted, promulgated or issued or
                  deemed applicable to the transactions provided for herein by
                  any governmental entity that would make consummation of the
                  transactions provided for herein illegal;

         (c)      By either party if there shall be any action taken, or any
                  statute, rule, regulation or order enacted, promulgated or
                  issued or deemed applicable to the transactions provided for
                  herein by any governmental entity, which would: (i) prohibit
                  Buyer's ownership of the WTF Stock; (ii) prohibit Seller's
                  ownership of the Buyer Stock; or (iii) compel Buyer to dispose
                  of or hold separate, as a result of the Acquisition, any
                  material portion of the business or assets of WTF.

         Where action is taken to terminate this Agreement pursuant to this
         Section 6.1, it shall be sufficient for such action to be authorized by
         the Board of Directors (as applicable) of the party taking such action.

6.2      Effect of Termination: In the event of termination of this Agreement as
         ---------------------
         provided in Section 6.1, this Agreement shall forthwith become void and
         there shall be no liability or obligation on the part of either party
         or their respective officers, directors or stockholders,

                                       11
<PAGE>

         provided that each party shall remain liable for any breaches of this
         Agreement prior to its termination.

6.4      Amendment: Except as is otherwise required by applicable law, this
         ---------
         Agreement may be amended by the parties hereto at any time only by
         execution of an instrument in writing signed on behalf of each of the
         parties hereto.

6.5      Extension; Waiver: At any time prior to the Closing, either party may,
         -----------------
         to the extent legally allowed, (a) extend the time for the performance
         of any of the obligations of the other party hereto, (b) waive any
         inaccuracies in the representations and warranties made to such party
         contained herein or in any document delivered pursuant hereto, and (c)
         waive compliance with any of the agreements or conditions for the
         benefit of such party contained herein. Any agreement on the part of a
         party hereto to any such extension or waiver shall be valid only if set
         forth in an instrument in writing signed on behalf of such party. The
         failure of any party at any time or times to require performance of any
         provision hereof shall in no manner affect the right of such party at a
         later time to enforce the same or any other provision of this
         Agreement. No waiver of any condition or of the breach of any term in
         this Agreement in one or more instances shall be deemed to be or
         construed as a further or continuing waiver of such condition or breach
         or a waiver of any other condition or of the breach of any other term
         of this Agreement.

SECTION 7. INDEMNIFICATION
--------------------------

7.1      Survival of Representations and Warranties: All of the representations
         ------------------------------------------
         and warranties of Seller and Buyer contained in this Agreement shall
         survive the Closing Date for a period of twelve (12) months after which
         they shall expire and be of no further force or effect.

7.2      Seller's Indemnification: Seller hereby agrees to indemnify and hold
         ------------------------
         harmless Buyer, including its affiliates, subsidiaries, successors,
         assigns, officers, directors, agents, and employees, from and against
         any and all liabilities, damages, losses, expenses, claims, demands,
         suits, fines, or judgments (including, but not limited to, attorneys'
         fees, expert witness costs, court costs, and expenses) that may at any
         time be threatened against, suffered by, accrued against, charged to,
         or recoverable from Buyer in any forum, by reason of:

         (a)      The breach in any material respect of any representation or
                  warranty of Seller contained in or made pursuant to this
                  Agreement;

         (b)      A material breach in any covenant or agreement of Seller
                  contained in this Agreement;

7.3      Buyer's Indemnification: Buyer hereby agrees to indemnify and hold
         -----------------------
         harmless Seller, including its affiliates, subsidiaries, successors,
         assigns, officers, directors, agents, and employees, from and against
         any and all liabilities, damages, losses, expenses, claims, demands,
         suits, fines, or judgments (including, but not limited to, attorneys'
         fees, expert witness costs, court costs, and expenses) that may at any
         time be threatened against,

                                       12
<PAGE>

         suffered by, accrued against, charged to, or recoverable from Seller in
         any forum, by reason of:

         (a)      The breach in any material respect of any representation or
                  warranty of Buyer contained in or made pursuant to this
                  Agreement;

         (b)      A material breach in any covenant or agreement of Buyer
                  contained in this Agreement;


SECTION 8.  GENERAL PROVISIONS
------------------------------

8.1      Non-Survival of Representations and Warranties: Except as explicitly
         ----------------------------------------------
         set forth in this Agreement, the representations and warranties set
         forth in this Agreement shall not survive beyond the Closing.

8.2      Notices: All notices and other communications hereunder shall be in
         -------
         writing, shall be effective when received, and shall in any event be
         deemed to have been received (a) when delivered, if delivered
         personally or by commercial delivery service, (b) three (3) business
         days after deposit with U.S. Mail, if mailed by registered or certified
         mail (return receipt requested), (c) one (1) business day after the
         business day of deposit with Federal Express or similar nationally
         recognized overnight courier for next day delivery (or, two (2)
         business days after such deposit if deposited for second business day
         delivery), if delivered by such means, or (d) one (1) business day
         after delivery by facsimile transmission with copy by U.S. Mail, if
         sent via facsimile plus mail copy (with acknowledgment of complete
         transmission), to the parties at the following addresses (or at such
         other address for a party as shall be specified by like notice):

         if to Buyer, to:

                           OrbitTravel.com, Inc.
                           One Union Square South, No. 10-J
                           New York NY 10003
                           Attention:  Joseph Cellura, Chairman & CEO

         if to Seller, to:

                           Wilhelmina Artist Management, LLC
                           300 Park Avenue South
                           2nd Floor
                           New York, NY 10010
                           Attention: Dieter Esch, Managing Member

8.3      Interpretation: The words "include," "includes" and "including" when
         --------------             -------    --------       ---------
         used herein shall be deemed in each case to be followed by the words
         "without limitation." The word "agreement" when used herein shall be
          ------------------             ---------
         deemed in each case to mean any contract, commitment or other
         agreement, whether oral or written, that is legally binding. The

                                       13
<PAGE>

         table of contents and headings contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement. When reference is made herein to "the
         business of" an entity, such reference shall be deemed to include the
         business of all direct and indirect subsidiaries of such entity.
         Reference to the subsidiaries of an entity shall be deemed to include
         all direct and indirect subsidiaries of such entity.

8.4      Counterparts: This Agreement may be executed in one or more
         ------------
         counterparts, all of which shall be considered one and the same
         agreement and shall become effective when one or more counterparts have
         been signed by each of the parties and delivered to the other party, it
         being understood that all parties need not sign the same counterpart.
         Execution of this Agreement via facsimile shall have the same force of
         authority as an original signature.

8.5      Entire Agreement: This Agreement, the schedules and Exhibits hereto,
         ----------------
         and the documents and instruments and other agreements among the
         parties hereto referenced herein: (a) constitute the entire agreement
         among the parties with respect to the subject matter hereof and
         supersede all prior agreements and understandings, both written and
         oral, among the parties with respect to the subject matter hereof; and
         (b) are not intended to confer upon any other person any rights or
         remedies hereunder.

8.6      Severability: In the event that any provision of this Agreement or the
         ------------
         application thereof becomes or is declared by a court of competent
         jurisdiction to be illegal, void or unenforceable, the remainder of
         this Agreement will continue in full force and effect and the
         application of such provision to other persons or circumstances will be
         interpreted in such a manner so as reasonably to effect the intent of
         the parties hereto. The parties further agree to replace such void or
         unenforceable provision of this Agreement with a valid and enforceable
         provision that will achieve, to the greatest extent possible, the
         economic, business and other purposes of such void or unenforceable
         provision.

8.7      Other Remedies: Except as otherwise provided herein, any and all
         --------------
         remedies herein expressly conferred upon a party will be deemed
         cumulative with and not exclusive of any other remedy conferred hereby,
         or by law or equity upon such party, and the exercise by a party of any
         one remedy will not preclude the exercise of any other remedy.

8.8      Specific Performance: The parties hereto agree that irreparable damage
         --------------------
         would occur in the event that any of the provisions of this Agreement
         were not performed in accordance with their specific terms or were
         otherwise breached. It is accordingly agreed that the parties shall be
         entitled to an injunction or injunctions to prevent breaches of this
         Agreement and to enforce specifically the terms and provisions hereof
         in any court of the United States or any state having jurisdiction,
         this remedy being in addition to any other remedy to which they are
         entitled at law or in equity.

8.9      Governing Law: This Agreement shall be governed by and construed in
         -------------
         accordance with the laws of the State of New York, regardless of the
         conflicts of law principles thereof. Each of the parties hereto
         consents to the exclusive jurisdiction of the courts of the State

                                       14
<PAGE>

         of New York, and any federal court sitting in the Southern District of
         the State of New York, and that process may be served upon them in any
         manner authorized by the laws of the State of New York for such persons
         and waives and covenants not to assert or plead any objection which
         they might otherwise have to the laying of venue in such jurisdiction
         and such process.

8.10     Assignment: No party may assign either this Agreement or any of its
         ----------
         rights, interests, or obligations hereunder without the prior written
         approval of the other parties hereto. Subject to the preceding
         sentence, this Agreement shall be binding upon and shall inure to the
         benefit of the parties hereto and their respective successors and
         permitted assigns.

8.11     Absence of Third Party Beneficiary Rights: No provisions of this
         -----------------------------------------
         Agreement are intended, nor shall be interpreted, to provide or create
         any third party beneficiary rights or any other rights of any kind in
         any client, customer, affiliate, partner of any party hereto or any
         other person or entity unless specifically provided otherwise herein.

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

ORBITTRAVEL.COM, INC.



By:    /s/ Joseph R. Cellura
   -----------------------------------------
       Joseph R. Cellura
       Chairman and CEO


WILHELMINA ARTIST MANAGEMENT, LLC



By:    /s/ D. Esch
   -----------------------------------------

Print: Dieter Esch
       -------------------------------------

Title: President
       -------------------------------------

                                       15