STOCK PURCHASE AGREEMENT

                                     BETWEEN

                          SHADY DALE INVESTMENTS, LLC.,
                          J. D. JENKINS AND RON JENKINS

                                      AND

                             iCOMMERCE GROUP, INC.

                                 AUGUST 1, 1999


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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>     <C>                                                                  <C>
Section 1.    Definitions..................................................  1

Section 2.    Purchase and Sale of Company shares..........................  3
         (a)  Basic Transaction............................................  3
         (b)  Purchase Price...............................................  3
         (c)  The Closing .................................................  3
         (d)  Deliveries at the Closing....................................  3

Section 3.    Representations and Warranties Concerning the Transaction....  4
         (a)  Representations and Warranties of Sellers....................  4
         (b)  Representations and Warranties of Buyer......................  4

Section 4.    Representations and Warranties Concerning the Company and its
                Subsidiaries...............................................  5
         (a)  Organization, Qualification, and Corporate Power.............  5
         (b)  Capitalization...............................................  5
         (c)  Noncontravention.............................................  6
         (d)  Brokers' Fees................................................  6
         (e)  Title to Personal Properties.................................  6
         (f)  Events Subsequent to June 30, 1999...........................  6
         (g)  Compliance with Law and Other Related Regulations............  7
         (h)  Intellectual Property........................................  8
         (i)  Employee Benefits............................................  8
         (j)  Certain Business Relationships With the Company and its
                Subsidiaries...............................................  8
         (k)  Minute Books.................................................  8
         (l)  Accuracy of Statements.......................................  8

 Section 5.   Pre-Closing Covenants........................................  8
         (a)  General......................................................  8
         (b)  Notice of Developments.......................................  8
         (c)  Exclusivity..................................................  9
         (d)  Covenants of Sellers.........................................  9

Section 6.    Post-Closing Covenants....................................... 11
         (a)  General...................................................... 11
         (b)  Litigation Support........................................... 11
         (c)  Transition................................................... 11
         (d)  Prepayment of Buyer Note..................................... 11

Section 7.    Conditions to Obligation to Close............................ 12
         (a)  Conditions to Obligation of Buyer............................ 12
         (b)  Conditions to Obligation of Sellers.......................... 12

Section 8.    Remedies for Breaches of This Agreement...................... 13
         (a)  Survival of Representations and Warranties................... 13
         (b)  Indemnification Provisions for Benefit of Buyer.............. 13
         (c)  Indemnification Provisions for Benefit of Sellers............ 14
         (d)  Matters Involving Third Parties.............................. 14

Section 9.    Termination.................................................. 15
         (a)  Termination of Agreement..................................... 15
         (b)  Effect of Termination........................................ 16

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Section 10.   Miscellaneous................................................ 16
         (a)  Press Releases and Public Announcements...................... 16
         (b)  No Third Party Beneficiaries................................. 16
         (c)  Entire Agreement............................................. 16
         (d)  Succession and Assignment.................................... 16
         (e)  Counterparts................................................. 17
         (f)  Headings..................................................... 17
         (g)  Notices.....................................................  17
         (h)  Governing Law...............................................  17
         (i)  Amendments and Waivers......................................  18
         (j)  Severability................................................  18
         (k)  Expenses....................................................  18
         (l)  Construction................................................  18
         (m)  Incorporation of Exhibits and Schedules.....................  18
         (n)  Confidentiality.............................................  18
</TABLE>


EXHIBITS

Exhibit A -   Form of Buyer Note



                                       ii


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                            STOCK PURCHASE AGREEMENT

         AGREEMENT entered into as of August 1, 1999, by and between iCommerce
Group, Inc., a Delaware corporation ("Buyer"), and Shady Dale Investments, LLC.,
a Georgia Limited Liability Company ("LLC"), J. D. Jenkins and Ron Jenkins
(collectively, the "Sellers"). Buyer and Sellers are referred to herein at times
as the "Parties." Other capitalized terms used herein are defined in Section 1.

         WHEREAS, Sellers own all of the outstanding capital stock of
Inversiones Calle Ocho, S.A., a Dominican Republic corporation (the "Company");

         WHEREAS, the Company is engaged in the business of owning land and
buildings and operating a Free Trade Zone under the laws of the Dominican
Republic;

         WHEREAS, subject to the terms and conditions set forth in this
Agreement, Buyer desires to purchase from Sellers, and Sellers desire to sell to
Buyer, all of the outstanding capital stock of the Company; and

         WHEREAS, the purchase price for the capital stock of the Company will
consist of shares of common stock of the Buyer and promissory notes payable by
Buyer;

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows:

         Section 1. Definitions.

         "Adverse Consequences" means (i) all actions, suits, proceedings,
investigations, charges, complaints, claims, injunctions, judgments, orders,
decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts
paid in settlement, liabilities, obligations, taxes, liens, losses, expenses,
and fees, including court costs and reasonable attorneys' fees and expenses and
(ii) the amount of the loss, damage or expense (or decrease in the value of the
business of the Company) that is actually suffered or incurred by reason of a
breach of a representation or warranty or a covenant or agreement that would not
have been suffered or incurred if the representation or warranty or covenant or
agreement had not been breached.

         "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the first mentioned Person
within the meaning of the Securities Exchange Act.

         "Applicable Rate" means the corporate base rate of interest announced
from time to time by Chemical Bank (or its successors).

         "Business" means the Free Trade Zone operations of Inversiones Calle
Ocho, S.A.

         "Buyer" has the meaning set forth in the preface above.

         "Buyer Notes" has the meaning set forth in Section 2(b) below.

         "Closing" has the meaning set forth in Section 2(c) below.

         "Closing Date" has the meaning set forth in Section 2(c) below.

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         "Code" where applicable in this Agreement means the Internal Revenue
Code of 1986, as amended.

         "Company" has the meaning set forth in the preface above.

         "Company Shares" means the shares of common stock, par value $.01 per
share, of the Company.

         "Disclosure Schedule" has the meaning set forth in Section 4 below.

         "Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement which is an Employee Pension
Benefit Plan, (b) qualified defined contribution retirement plan or arrangement
which is an Employee Pension Benefit Plan, (c) qualified defined benefit
retirement plan or arrangement which is an Employee Pension Benefit Plan, or (d)
Employee Welfare Benefit Plan.

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

         "Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or not.

         "Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

         "Indemnified Party" has the meaning set forth in Section 8(d) below.

         "Indemnifying Party" has the meaning set forth in Section 8(d) below.

         "Intellectual Property" has the meaning set forth in Section 4(i)
below.

         "Knowledge" means actual knowledge without independent investigation.

         "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice.

         "Party" has the meaning set forth in the preface above.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof), or any other entity.

         "Securities Act" means the Securities Act of 1933, as amended.

         "SEC" means the Securities and Exchange Commission.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens on personal properties and liens securing rental payments
under capital lease arrangements for real or personal properties, and (d) other

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liens arising in the Ordinary Course of Business and not incurred in connection
with the borrowing of money.

         "Sellers" has the meaning set forth in the preface above.

         "Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) directly or indirectly owns a majority of the
common stock or has the power to vote or direct the voting of sufficient
securities to elect a majority of the directors (or any partnership as to which
such Person has a similar ownership or voting interest).

         "Third Party Claim" has the meaning set forth in Section 8(d) below.

         Section 2. Purchase and Sale of Company Shares.

         (a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, Buyer agrees to purchase from Sellers, and Sellers agrees to
sell to Buyer, all of the outstanding Company Shares for the consideration
specified in Section 2(b).

         (b) Purchase Price. At the Closing, Buyer shall pay to Sellers the
following as the purchase price for the Company Shares: (i) 49,500 shares of
common stock of the Buyer and (ii) a negotiable promissory note in the principal
amount of $125,000 payable by Buyer to Sellers in the form of Exhibit A hereto
(the "Buyer Notes"). The number of shares representing all the outstanding
shares of the Company being purchased and the allocation is as follows:
<TABLE>
<CAPTION>

                                                                                       Payment of Purchase Price
                                                                                       -------------------------
                                                                                                            Note
         Name                                  # of Shares Being Sold                 Stock                Amount
         ----                                  ----------------------                 -----                ------
<S>                                                        <C>                           <C>                  <C>
         Shady Dale
         Investments, LLC                                  300                           9,900                25,000
         J. D. Jenkins                                     600                          19,800                50,000
         Ron Jenkins                                       600                          19,800                50,000
                                                    ----------                   -------------         -------------
                                                         1,500                          49,500         $     125,000
                                                    ==========                   =============         =============
</TABLE>

         (c) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of the Company at
10:00 a.m. local time on September 30, 1999 (or, if later, the second business
day following the satisfaction or waiver of all conditions to the obligations of
the Parties to consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will take at the
Closing itself)) (the "Closing Date").

         (d) Deliveries at the Closing. At the Closing, (i) Sellers will deliver
to Buyer the various instruments and documents referred to in Section 7(a)
below, (ii) Buyer will deliver to Sellers the various instruments and documents
referred to in Section 7(b) below (including the Buyer Notes), (iii) Sellers
will deliver to Buyer stock certificates representing all of the outstanding
Company Shares, endorsed in blank or accompanied by duly executed assignment
documents and (iv) Buyer will deliver to Sellers the consideration specified in
Section 2(b) above for the outstanding Company Shares.

         Section 3. Representations and Warranties Concerning the Transaction.

         (a) Representations and Warranties of Sellers. Sellers as defined in
Section 1. Definitions, or individually as identified herein, as the case may
be, represent and warrant to Buyer that the statements contained in this Section


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3(a) are true and correct as of the date of this Agreement.

                  (i) Organization. Shady Dale Investments, LLC is a limited
liability company, duly organized and validly existing under the laws of
Georgia.

                  ii) Authorization of Transaction. Shady Dale Investments, LLC
has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of Sellers, enforceable against them in accordance
with its terms. Sellers do not need to give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by this
Agreement.

                  (iii) Brokers' Fees. Neither the Sellers nor the Company have
any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement
for which Buyer could become liable or obligated.

                  (iv) Company Shares. Sellers hold of record and own
beneficially all of the issued and outstanding Company Shares free and clear of
any restrictions on transfer (other than restrictions under the Securities Act
and state securities laws), taxes, security interests, options, warrants,
purchase rights, contracts, commitments, equities, claims, demands, liens,
claims, charges and encumbrances. Sellers are not party to any option, warrant,
purchase right, or other contract or commitment that could require them to sell,
transfer, or otherwise dispose of any capital stock of the Company. Sellers are
not party to any voting trust, proxy, or other agreement or understanding with
respect to the voting of any capital stock of the Company.

                  (v) Investment. Sellers are not acquiring their i-Commerce
Group Notes with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act.

         (b) Representations and Warranties of Buyer. Buyer represents and
warrants to Sellers that the statements contained in this Section 3(b) are true
and correct as of the date of this Agreement.

                  (i) Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the Cayman Islands.

                  (ii) Authorization of Transaction. Buyer has the corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of Buyer, enforceable against it in accordance with its terms. Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

                  (iii) Buyer Notes, etc. Buyer has the corporate power and
authority to execute, issue and deliver the Buyer Notes and to perform its
obligations thereunder. The Buyer Notes have been duly authorized and, when
executed, issued and delivered to Sellers, will constitute the valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.

                  (iv) Noncontravention. The execution, delivery and performance
of this Agreement, the Buyer Notes, and the issuance of capital stock of Parent
will not (i) violate any statute, regulation, rule, injunction, judgment, order,

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decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Buyer is subject or any provision of the charter or
bylaws of Buyer or (ii) result in a breach of, constitute a default under,
result in the acceleration or termination of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice or consent
(other than notices previously given or consents previously obtained) under any
agreement, contract, lease, license, instrument, or other arrangement to which
Buyer is a party or by which it is bound or to which any of its assets is
subject (or result in the imposition of any Security Interest upon any of its
assets). The issuance of capital stock of Parent will not breach or conflict
with any preemptive, first refusal or similar rights of any holder of Buyer's
securities.

                  (v) No Material Adverse Change. Since January 1, 1999, there
has not been any material adverse change in the business or financial condition
of the Buyer.

                  (vi) Brokers' Fees. Neither Buyer nor any of its Affiliates
have any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement
for which Sellers or any of its Affiliates could become liable or obligated.

                  (vii) Investment. Buyer is not acquiring the Company Shares
with a view to or for sale in connection with any distribution thereof within
the meaning of the Securities Act.

         Section 4. Representations and Warranties Concerning the Company.
Sellers represent and warrant to Buyer that the statements contained in this
Section 4 are true and correct as of the date of this Agreement.

         (a) Organization, Qualification, and Corporate Power. The Company is
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization. The Company is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction where such
qualification is required, except where the lack of such qualification or good
standing would not materially interfere with the ability of the Company and its
Subsidiaries to conduct business or have a material adverse effect on the
Company. The Company has full corporate power and authority to carry on the
businesses in which it is engaged and to own and use the properties owned and
used by it.

         (b) Capitalization. The entire authorized capital stock of the Company
consists of 50,000 shares of common stock, par value $.01 per share, of which
1,500 shares are issued and outstanding. All of the issued and outstanding
Company Shares have been duly authorized, are validly issued, fully paid, and
nonassessable, and are held of record by Sellers. There are no outstanding or
authorized options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could require
the Company to issue, sell, or otherwise cause to become outstanding any
additional shares of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights
issued by the Company (or with respect to which the Company could be required to
make payments or issue any capital stock).

         (c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which the Company is subject or any provision of the charter or bylaws

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of the Company or (ii) result in a breach of, constitute a default under, result
in the acceleration or termination in accordance with its terms of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Company is a party or by which it is bound or to which
any of its assets is subject (or result in the imposition of any Security
Interest upon any of its assets), except where the violation, conflict, breach,
default, acceleration, termination, modification, cancellation, failure to give
notice, or Security Interest would not have a material adverse effect on the
Company or on the ability of the Parties to consummate the transactions
contemplated by this Agreement. The Company does not need to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement.

         (d) Brokers' Fees. The Company has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement.

         (e) Title to Personal Properties. The Company has good and marketable
title to, or a valid and effective right to use, all of their respective
personal properties, including all personal properties reflected on the Latest
Balance Sheet or acquired since the date of the Latest Balance Sheet (except
property disposed of subsequent to that date in the Ordinary Course of Business
and except other immaterial items). Such assets and properties are not subject
to any mortgage, pledge, lien, claim, encumbrance, charge, security interest or
title retention or other security arrangement except for liens for the payment
of federal, state and other taxes, the payment of which is neither delinquent
nor subject to penalties, and except for other liens and encumbrances incidental
to the conduct of the business of the Company and its Subsidiaries or the
ownership of their assets or properties which were not incurred in connection
with the borrowing of money or the obtaining of advances and which do not in the
aggregate materially detract from the value of the assets or properties of the
Company or materially impair the use thereof in the operation of the Business.
All leases pursuant to which the Company leases any substantial amount of
personal property are valid and effective in accordance with their respective
terms.

         (f) Events Subsequent to June 30, 1999.

                  (i) Since June 30, 1999, the Company has not (A) taken any
material action outside the Ordinary Course of Business; (B) borrowed any money;
(C) become contingently liable for any borrowings of another Person (or
guaranteed or become contingently liable for the performance of contractual
obligations of another Person); (D) failed to use its reasonable efforts to
preserve its business organization intact, to keep available the services of its
employees and independent contractors, or to preserve its relationships with its
customers, suppliers and other Persons with which it deals; or (E) increased or
committed to increase the salary or compensation of any officer.

                  (ii) Since June 30, 1999, the Company has not engaged in any
material practice, taken any material action or entered into any material
transaction outside the Ordinary Course of Business (other than the transactions
contemplated by this Agreement). Without limiting the generality of the
foregoing, since that date:

                           (A) there has been no change made or authorized in
the charter or bylaws of the Company;

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<PAGE>

                           (B) the Company has not issued, sold or otherwise
disposed of any of its capital stock, or granted any options, warrants or other
rights to purchase or obtain (including upon conversion, exchange or exercise)
any of its capital stock;

                           (C) the Company has not declared, set aside or paid
any dividend or made any distribution with respect to its capital stock (whether
in cash or in kind), or redeemed, purchased or otherwise acquired any of its
capital stock;

                           (D) the Company has not created, incurred, assumed or
guaranteed more than $100,000 in aggregate indebtedness for borrowed money and
capitalized lease obligations;

                           (E) the Company has not sold, leased, transferred or
assigned any material assets, tangible or intangible, outside the Ordinary
Course of Business;

                           (F) there has not been any material adverse change in
the financial condition, business, properties, assets or results of operations
of the Company (provided that no representation or warranty is made as to the
decline in the performance of the business experienced to date, the
circumstances or factors giving rise to such decline or any continuation of such
decline, circumstances or factors in the future, all of which risks are being
assumed by Buyer);

                           (G) there has not been any destruction, damage or
loss (whether or not covered by insurance) to the assets or properties of the
Company which materially affects or impairs the ability of the Company to
conduct its business;

                           (H) there has not been any mortgage or pledge of any
material amount of the assets or properties of the Company; and

                           (I) the Company has not committed to any of the
foregoing.

         (g) Compliance with Law and Other Related Regulations. Except in the
case of environmental, franchise and labor matters (which are exclusively
covered by the representations and warranties contained in Sections 4(q), (x)
and (y), respectively):

                  (i) The Company is in compliance with applicable laws within
the jurisdiction of its incorporation and all other jurisdictions in which the
Company is doing business, except where failure to comply would not have a
material adverse effect on the Company.

                  (ii) Without limiting the foregoing, the Company has properly
filed all material reports, paid all fees and obtained all material licenses,
permits, certificates and authorizations needed or required for the conduct of
its business and the use of its assets and properties and the premises occupied
by it in connection therewith and is in compliance in all material respects with
all conditions, restrictions and provisions of all such material licenses,
permits, certificates and authorizations.

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         (h) Intellectual Property.

                  (i) Section 4(i) of the Disclosure Schedule identifies the
following owned or used by any of the Company: (A) patents and pending patent
applications; (B) trademark, service mark and trade name registrations and
applications therefor; (C) copyright registrations and applications therefor;
and (D) licenses and similar agreements for the use of any intellectual property
(including, without limitation, patents, unpatented inventions and technology,
trademarks, service marks and trade names, copyrights and copyrightable works,
know-how and trade secrets, hereinafter collectively referred to as
"Intellectual Property") to which the Company is a party, either as licensee or
licensor (other than licenses for the use of commercially available computer
software and related documentation).

                  (ii) The Company owns and possess all right, title and
interest in and to, or have a valid and enforceable license to use, the
Intellectual Property necessary for the operation of the Business and no written
claim by any third party contesting the validity, enforceability, use or
ownership of any of the Intellectual Property has been made or, to the Knowledge
of Sellers, threatened in the last three years or is currently outstanding.

         (i) Employee Benefits. The Company does not maintain any Employee
Benefit Plan for the benefit of its employees.

         (j) Certain Business Relationships With the Company and its
Subsidiaries. Neither the Sellers or its Affiliates (excluding for this purpose
the Company) own any material asset, tangible or intangible, which is used in
the business of, or provides any material service to, the Company.

         (k) Minute Books. The minute book of the Company accurately records all
material actions taken its shareholders and directors.

         (l) Accuracy of Statements. Neither this Agreement nor the Disclosure
Schedule contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading.

         Section 5. Pre-Closing Covenants. The Parties agree as follows with
respect to the period between the execution of this Agreement and the Closing.

         (a) General. Each of the Parties will use its reasonable efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
Section 7 below).

         (b) Notice of Developments.

                  (i) Sellers may elect at any time to notify Buyer in writing
of any development causing a breach of any of its representations and warranties
in Section 4 above. Unless Buyer has the right to terminate this Agreement
pursuant to Section 9(a)(ii) below by reason of the development and exercises
that right within the period of 10 business days referred to in Section 9(a)(ii)
below, the written notice pursuant to this Section 5(b)(i) will be deemed to
have amended the Disclosure Schedule, to have qualified the representations and
warranties contained in Section 4 above, and to have cured any misrepresentation
or breach of warranty that otherwise might have existed hereunder by reason of
the development, in each case to the extent of the disclosure contained in such
written notice.

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                  (ii) Each Party will give prompt written notice to the other
of any development causing a breach of any of its own representations and
warranties in Section 3 above. No disclosure by any Party pursuant to this
Section 5(b)(ii), however, shall be deemed to amend or supplement the Disclosure
Schedule or to prevent or cure any misrepresentation or breach of warranty.

         (c) Exclusivity. The Sellers will not solicit, initiate, or encourage
the submission of any proposal or offer from any Person or enter into any
discussions, negotiations or agreements relating to the acquisition of all or
substantially all of the capital stock or assets of any of the Company and its
Subsidiaries (including any acquisition structured as a merger, consolidation,
or share exchange).

         (d) Covenants of Sellers. Sellers agree that, unless Buyer otherwise
agrees in writing and except as set forth in the Disclosure Schedule, prior to
the Closing Date:

                  (i) Truth of Representations and Warranties. Sellers shall use
reasonable efforts to assure that the Company does not take any action which
would render untrue in any material respect any of the representations or
warranties of Sellers herein contained, and Sellers shall use reasonable efforts
to assure that the Company does not omit to take any action, the omission of
which would render untrue in any material respect any such representation or
warranty. If the Closing occurs, Buyer shall not have any right of action or
remedy against Sellers for breach of this Section 5(d)(i).

                  (ii) Preservation of Business. Sellers shall cause the Company
to use its reasonable efforts to (i) preserve intact the present business
organization of the Company, (ii) preserve the present goodwill and
relationships of the Company with all Persons having business dealings with the
Company, and (iii) preserve and maintain in force all material licenses,
registrations, franchises, patents, trademarks, copyrights, bonds and other
similar rights of the Company. Sellers shall cause the Company to refrain from
entering into any employment agreements with any of their officers or management
personnel which may not be cancelled without penalty upon notice not exceeding
90 days.

                  (iii) Ordinary Course. Sellers shall use reasonable efforts to
not cause or permit the Company to engage in any material practice, take any
material action, or enter into any material transaction outside the Ordinary
Course of Business. Sellers shall use reasonable efforts to cause the Company to
operate their businesses only in the usual, regular and Ordinary Course of
Business and to maintain all supplies and inventory at levels commensurate with
those customarily maintained by the Company in the Ordinary Course of Business.
Sellers shall use reasonable efforts to cause the Company to operate their
businesses in material compliance with their contractual obligations. Without
limiting the foregoing, Sellers shall use reasonable efforts to assure that the
Company does not (i) place a Security Interest on any property or assets, (ii)
except in the Ordinary Course of Business, incur any material obligation
(contingent or otherwise), or purchases or acquires, or transfers or conveys,
any material assets or properties or enters into any material transaction, or
(iii) acquire any stock or other equity interest in any corporation, trust or
other entity.

                  (iv) Books and Records. Sellers shall cause the Company to
maintain its books, accounts and records in the usual, regular and ordinary
manner, and on a basis consistent with prior years.

                                       9
<PAGE>

                  (v) No Organizational Changes. Except as contemplated by this
Agreement, Sellers shall assure that the Company does not (i) amend its charter
or by-laws, (ii) make any change in its capital stock by reclassification,
subdivision, reorganization or otherwise, or (iii) merge or consolidate with any
other corporation, trust or entity or change the character of its business.

                  (vi) No Issuance of Shares, Options or Other Securities.
Sellers shall assure that the Company does not (i) issue any shares of capital
stock or (ii) grant any option, warrant or other right to purchase or to convert
any obligation into shares of capital stock.

                  (vii) Compensation. Sellers shall assure that the Company does
not (i) increase the compensation payable to any officer or to other management
personnel from the amount payable as of the date of this Agreement, except in
accordance with normal and customary practice, or (ii) introduce or change any
pension or profit sharing plan, or any other employee benefit arrangement,
except for insubstantial changes necessary to comply with the minimum
requirements of the Code or ERISA, or except as disclosed in the Disclosure
Schedule or as contemplated by this Agreement.

                  (viii) Dividends. Sellers shall assure that the Company does
not (i) declare, make or pay any dividend or other distribution with respect to
its capital stock or otherwise, (ii) purchase, redeem or otherwise acquire any
shares of its capital stock, or (iii) transfer, distribute or pay, directly or
indirectly, any assets or properties (other than money) to any shareholders of
the Company, except in each case as otherwise permitted in this Agreement.

                  (ix) Right of Inspection. Sellers shall cause the Company to
make available to Buyer and its representatives for inspection at all reasonable
times all of the assets, properties, facilities, records, agreements (including
all documents of any description evidencing any right or obligation of the
Company) and the consolidated financial statements of the Company and allow
Buyer and its representatives the right to make whatever copies of such
materials it requires, and Sellers shall cause the Company to permit Buyer and
its independent accountants to audit or make such audit tests respecting the
accounts of the Company as Buyer or its accountants consider appropriate.

                  (x) Entry Into Obligations. Sellers shall assure that the
Company does not (i) enter into any lease, contract, agreement or other
obligation with any Person other than contracts for the sale of products or
services and contracts for the purchase of supplies or services in the Ordinary
Course of Business (or, whether or not in the Ordinary Course of Business, which
involve obligations in excess of $10,000) or (ii) enter into any service
agreements, maintenance agreements, contracts or other arrangements relating to
the operation or maintenance of the Business other than in the Ordinary Course
of Business.

                  (xi) Confidentiality. Sellers shall assure that the Company
does not reveal, orally or in writing, to any Person, other than Buyer and its
representatives, any of the confidential business procedures or practices
followed by it in the conduct of its business or any other information of a
confidential nature.

                  (xii) Maintenance of Assets and Properties. Sellers shall use
reasonable efforts to cause the Company to keep the premises occupied by it and
all of the equipment and other tangible assets and personal property of the
Company and its Subsidiaries in substantially the same condition as on the date
of this Agreement. Sellers shall assure that the Company does not remove any
personal property from the Business unless same are replaced with similar items

                                       10
<PAGE>

of at least equal quality prior to the Closing Date. Sellers shall assure that
the Company does not sell or permit to be sold or otherwise transferred or
disposed of any material item or group of items constituting personal property,
except items sold in the Ordinary Course of Business. Sellers shall assure that
the Company does not convey any ownership or leasehold interest in the Business.

                  (xiii) Satisfaction of Obligations and Liabilities. Sellers
shall use reasonable efforts to cause the Company to (i) pay or cause to be paid
all of the obligations and liabilities arising out of its business as they
mature, other than immaterial items disputed in good faith by Sellers or other
items disputed with the written approval of Buyer, (ii) maintain in all material
respects and perform in all material respects its obligations under all
agreements and contracts to which it is bound in a manner consistent with past
practice, and (iii) comply in all material respects with all requirements of
applicable laws within the jurisdiction of its incorporation and all other
jurisdictions in which the Company is doing business in a manner consistent with
past practice. Sellers shall cause the Company to pay or cause to be paid in
full when due all bills and invoices for labor, goods, materials, services and
utilities of any kind relating to the Business which were contracted for by the
Company or which were delivered to or performed on the Business other than
immaterial items disputed by Sellers or other items disputed with the written
approval of Buyer.

         Section 6. Post-Closing Covenants. The Parties agree as follows with
respect to the period following the Closing.

         (a) General. In case at any time after the Closing any further
reasonable action is necessary to carry out the purposes of this Agreement, each
of the Parties will take such further action (including the execution and
delivery of such further instruments and documents) as any other Party may
reasonably request, all at the sole cost and expense of the requesting Party
(unless the requesting Party is entitled to indemnification therefor under
Section 8 below).

         (b) Litigation Support. In the event and for so long as any Party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving each of the other Parties shall cooperate with
such Party or its counsel in the defense or contest, make available their
personnel, and provide such testimony and access to their books and records as
shall be necessary in connection with the defense or contest, all at the sole
cost and expense of the contesting or defending Party (unless the contesting or
defending Party is entitled to indemnification therefor under Section 8 below).

         (c) Transition. The Sellers will not take any action that is designed
or intended to have the effect of discouraging any lessor, licensor, customer,
supplier, or other business associate of the Company from maintaining the same
business relationships after the Closing as it maintained with the Company prior
to the Closing.

         (d) Prepayment of Buyer Notes. Buyer will use its reasonable efforts to
pay the outstanding Principal amount of the Buyer Notes plus all accrued and
unpaid interest thereon prior to maturity.

                                       11

<PAGE>

         Section 7. Conditions to Obligation to Close.

         (a) Conditions to Obligation of Buyer. The obligation of Buyer to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

                  (i) the representations and warranties of Sellers herein
contained shall have been true and correct in all material respects when made
and, in addition, shall be true and correct in all material respects on and as
of the Closing Date with the same force and effect as though made on and as of
the Closing Date, except as affected by transactions contemplated hereby;

                  (ii) Sellers shall have in all material respects performed all
obligations and agreements and complied in all material respects with all their
covenants and conditions contained in this Agreement to be performed and
complied with by them or on or prior to the Closing Date;

                  (iii) there shall be no material adverse change in the
business, properties or financial condition of the Company (other than any
material adverse change resulting from or relating to (A) the decline in the
performance of the business experienced to date, the circumstances or factors
giving rise to such decline or any continuation of such decline, circumstances
or factors in the future or (B) any actions taken or announced by Buyer in
connection with the transactions contemplated by this Agreement or any reaction
of employees or business relations of the Company to the transactions
contemplated by this Agreement, all of which risks are being assumed by the
Buyer);

                  (iv) (A) no action or proceeding before any court or
governmental agency shall have been instituted or threatened which would enjoin,
restrain or prohibit (or which seeks substantial damages as a result of or in
connection with) the transactions contemplated by this Agreement and which would
in the reasonable judgment of Buyer make it inadvisable to consummate such
transactions and (B) no court order shall have been entered in any action or
proceeding instituted by any other Person which enjoins, restrains or prohibits
the consummation of the transactions contemplated by this Agreement;

                  (v) Buyer shall have received from counsel to Sellers an
opinion in form and substance as set forth in Exhibit B attached hereto,
addressed to Buyer, and dated as of the Closing Date;

                  (vi) Buyer shall have received from LLC a certificate signed
by the Chief Manager and Secretary and from the individual Sellers, dated the
date of the Closing Date, certifying that the closing conditions set forth in
Sections 7(a)(i), (ii) and (vii) are satisfied; and

                  (vii) all other documents required to be delivered by Sellers,
the Company or its Subsidiaries under this Agreement at or prior to the Closing
Date shall be delivered or shall be tendered by the Closing Date.

Buyer may waive any condition specified in this Section 7(a).

         (b) Conditions to Obligation of Sellers. The obligation of Sellers to
consummate the transactions to be performed by them in connection with the
Closing is subject to satisfaction of the following conditions:

                  (i) the representations and warranties of Buyer herein
contained shall have been true and correct in all material respects when made
and, in addition, shall be true and correct in all material respects on and as


                                       12
<PAGE>

of the Closing Date with the same force and effect as though made on and as of
the Closing Date, except as affected by transactions contemplated hereby;

                  (ii) Buyer shall have in all material respects performed all
obligations and agreements and complied in all material respects with all their
covenants and conditions contained in this Agreement to be performed and
complied with by them on or prior to the Closing Date;

                  (iii) no action or proceeding before any court or governmental
agency shall have been instituted or threatened which would enjoin, restrain or
prohibit (or seeks substantial damages as a result of or in connection with) the
transactions contemplated by this Agreement and which would in the reasonable
judgment of Sellers make it inadvisable to consummate such transactions, and no
court order shall have been entered in any action or proceeding instituted by
any other Person which enjoins, restrains or prohibits the consummation of the
transactions contemplated by this Agreement;

                  (iv) Buyer shall have executed and delivered the Buyer Notes;

                  (v) Sellers shall have received from counsel to Buyer an
opinion in form and substance as set forth in Exhibit C attached hereto,
addressed to Sellers, and dated as of the Closing Date;

                  (vi) Sellers shall have received from Buyer a certificate of
the president and secretary of Buyer, dated as of the Closing Date, certifying
that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and
(vii) are satisfied; and

                  (vii) all other documents required to be delivered by Buyer
under this Agreement at or prior to the Closing Date shall be delivered or shall
be tendered by the Closing Date.

Sellers may waive any condition specified in this Section 7(b).

         Section 8. Remedies for Breaches of This Agreement.

         (a) Survival of Representations and Warranties. All of the
representations and warranties of the Parties contained in Sections 3 and 4
above shall survive the Closing hereunder and shall continue in full force and
effect for a period of one year thereafter.

         (b) Indemnification Provisions for Benefit of Buyer.

                  (i) In the event that (A) the Sellers breach any
representation or warranty contained herein and (B) Buyer makes a written claim
for indemnification against Sellers with respect thereto within one year after
the Closing (which written claim shall specify in reasonable particulars the
basis of the breach being asserted and, to the extent then determinable, a
calculation of any Adverse Consequences which Buyer claims to suffer as a result
thereof), then the Sellers agree to indemnify Buyer from and against any Adverse
Consequences Buyer suffers which are proximately caused by the breach; provided,
however, that Sellers shall not have any obligation to indemnify Buyer from and
against any Adverse Consequences caused by the breach of any representation or
warranty of Sellers contained in Section 4 above unless and until Buyer has
suffered Adverse Consequences in excess of a $25,000 deductible per occurrence
(after which point Sellers will be obligated only to indemnify Buyer from and


                                       13
<PAGE>

against further Adverse Consequences associated with the occurrence in
question).

                  (ii) Sellers shall indemnify Buyer and its Affiliates from and
against any Adverse Consequences which it suffers in connection with any action,
suit or proceeding brought by any franchisee of the Company or its Subsidiaries
if and to the extent that such action, suit or proceeding seeks relief in
respect of actions or omissions which occur prior to the Closing; provided that
(A) a $25,000 per occurrence deductible shall apply to indemnification claims
under this Section 8(b)(ii); (B) Sellers shall not be obligated to indemnify
Buyer or its Affiliates in respect of any actions or omissions of Buyer or its
Affiliates at any time before or after the Closing or any actions or omissions
of the Company or its Subsidiaries after the Closing; and (C) Sellers shall not
be obligated to indemnify Buyer or its Affiliates in respect of any actions,
suits or proceedings if and to the extent they relate to the identity, finances
or business strategy of Buyer or its Affiliates.

                  (iii) Any indemnification for Adverse Consequences suffered by
Buyer or its Affiliates shall first be paid by reducing pro rata the outstanding
principal amount of the Buyer Note; provided, however, that no such reduction
shall occur unless (A) Buyer has made its claim for indemnification in
accordance with this Section 8(b) and (B) Sellers has agreed to such claim or,
if Sellers does not so agree, Buyer has obtained a judgement in favor of Buyer
from a court of competent jurisdiction. Buyer and its Affiliates shall not be
entitled to payment in cash for any claim for indemnification unless and until
(C) the principal amount of the Buyer Note has been repaid and/or canceled in
full (or reduced to zero pursuant to this Section 8(b)(iii)) or (D) Sellers has
transferred the Buyer Notes to any Person.

         (c) Indemnification Provisions for Benefit of Sellers.

                  (i) In the event (A) Buyer breaches any representation or
warranty contained in Section 3 above and (B) Sellers make a written claim for
indemnification against Buyer with respect thereto within one year after the
Closing (which written claim shall specify in reasonable particulars the basis
of the breach being asserted and, to the extent then determinable, a calculation
of any Adverse Consequences which Sellers claims to suffer as a result thereof),
then Buyer agrees to indemnify Sellers from and against any Adverse Consequences
Sellers suffers through and after the date of the claim for indemnification
proximately caused by the breach.

                  (ii) Except in the case of matters for which Buyer is entitled
to indemnification from Sellers under Section 8(b) above, in the event that
Sellers or any of LLC's Affiliates are named as a party to any action, suit or
proceeding arising from, relating to or in connection with any actions or
omissions of the Company (whether before or after the Closing Date), then Buyer
shall fully indemnify and hold harmless Sellers and any of LLC's Affiliates from
all Adverse Consequences in connection therewith.

         (d) Matters Involving Third Parties.

                  (i) If any third party shall notify any Party (the
"Indemnified Party") with respect to any matter (a "Third Party Claim") which
may give rise to a claim for indemnification against any other Party (the
"Indemnifying Party") under this Section 8, then the Indemnified Party shall
promptly (and in any event within 5 business days after receiving notice of the
Third Party Claim) notify each Indemnifying Party thereof in writing; provided,
however, that failure to provide such notice on a timely basis shall not release


                                       14
<PAGE>

the Indemnifying Party from any of its obligations under this Section 8 except
to the extent the Indemnifying Party is materially prejudiced by such failure.

                  (ii) The Indemnifying Party will have the right at any time to
assume and thereafter conduct the defense of the Third Party Claim with counsel
of its choice; provided, however, that the Indemnifying Party will not consent
to the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnified Party
(not to be unreasonably withheld or delayed) unless the judgment or proposed
settlement involves only the payment of money damages by the Indemnifying Party
and does not impose an injunction or other equitable relief upon the Indemnified
Party.

                  (iii) Unless and until the Indemnifying Party assumes the
defense of the Third Party Claim as provided in Section 8(d)(ii) above, the
Indemnified Party may defend against the Third Party Claim in any manner it
reasonably may deem appropriate.

                  (iv) In no event will the Indemnified Party consent to the
entry of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of each of the Indemnifying
Parties (not to be unreasonably withheld or delayed).

                  (v) In the event that any Party suffers damage or loss in
respect of which it has or makes a valid claim against another Party for
indemnification, it must take reasonable steps to mitigate its loss or damage.

         Section 9. Termination.

         (a) Termination of Agreement. This Agreement may be terminated as
provided below:

                  (i) Buyer and Sellers may terminate this Agreement by mutual
written consent at any time prior to the Closing;

                  (ii) Buyer may terminate this Agreement by giving written
notice to Sellers at any time prior to the Closing in the event that (A) Sellers
have within the previous 10 business days given the Buyer any notice pursuant to
Section 5(b)(i) above and (B) the development that is the subject of the notice
(taken together with developments which were the subject of any previous notices
pursuant to Section 5(b)(i)) has had a material adverse effect upon the Company
and its Subsidiaries taken as a whole (other than any material adverse effect
resulting from or relating to (1) the decline in the performance of the business
(including but not limited to the decline in comparable store sales) experienced
to date, the circumstances or factors giving rise to such decline or any
continuation of such decline, circumstances or factors in the future, (2) any
pending or threatened litigation by or on behalf of franchisees or (3) any
actions taken or announced by Buyer in connection with the transactions
contemplated by this Agreement or any reaction of employees or business
relations of the Company or its Subsidiaries to the transactions contemplated by
this Agreement, all of which risks are being assumed by the Buyer);

                  (iii) Buyer may terminate this Agreement by giving written
notice to Sellers at any time prior to the Closing (A) in the event that (1)
Sellers have breached any representation, warranty or covenant contained in this
Agreement, (2) such breach would have a material adverse effect on the Company
and its Subsidiaries taken as a whole, (3) Buyer has notified Sellers in writing


                                       15
<PAGE>

of such breach and (4) such breach has continued without cure for a period of 30
days after the notice of breach or (B) if the Closing shall not have occurred on
or before October 31, 1999 by reason of the failure of any condition precedent
under Section 7(a) hereof (unless the failure results primarily from Buyer
breaching any representation, warranty or covenant contained in this Agreement);
and

                  (iv) Sellers may terminate this Agreement by giving written
notice to Buyer at any time prior to the Closing (A) in the event that (1) Buyer
has breached any representation, warranty or covenant contained in this
Agreement, (2) such breach would have a material adverse effect on Buyer, (3)
Sellers has notified Buyer in writing of such breach, and (4) such breach has
continued without cure for a period of 30 days after the notice of breach or (B)
if the Closing shall not have occurred on or before October 31, 1999 by reason
of the failure of any condition precedent under Section 7(b) hereof (unless the
failure results primarily from Sellers breaching any representation, warranty or
covenant contained in this Agreement).

         (b) Effect of Termination. If either Party terminates this Agreement
pursuant to Section 9(a) above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to any other Party
(except for any liability of any Party which has committed a willful breach
hereof or any Party which fails to consummate the Closing notwithstanding the
fact that (1) all of the conditions running in its favor under Section 7 hereof
have been satisfied and (2) all of the conditions running in the favor of the
other Party under Section 7 have been satisfied or waived); provided, however,
that the Confidentiality Agreement shall survive termination.

         Section 10.  Miscellaneous.

         (a) Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement prior to the Closing without the prior written approval of the
other Party; provided, however, that either Party may make any public disclosure
it believes in good faith is required by applicable law, the regulations of the
SEC, or any listing or trading agreement concerning its publicly-traded
securities (in which case the disclosing Party will use its reasonable efforts
to consult the other Party prior to making the disclosure).

         (b) No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

         (c) Entire Agreement. This Agreement (including the exhibits and
schedules hereto referred to herein) constitutes the entire agreement between
the Parties and supersedes any prior understandings, agreements, or
representations by or between the Parties, written or oral, to the extent they
related in any way to the subject matter hereof.

         (d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns and heirs. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party; provided, however, that any Party may (i) assign
any or all of its rights and interests hereunder to one or more of its
Affiliates and (ii) designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases the assigning Party
nonetheless shall remain responsible for the performance of all of its
obligations hereunder).


                                       16
<PAGE>

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

         (f) Headings. The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (g) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then five
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
<TABLE>
<CAPTION>
<S>      <C>                                     <C>
         If to Sellers:                          Copy to:

         J. D. Jenkins
         913 Glensprings Drive
         Knoxville, TN 37922

         Ron Jenkins
         5000 Cloverhill Lane
         Knoxville, TN 37922

         Shady Dale Investments, LLC.                              Morris, Manning & Martin
         2239 Goode Rd.                                            3343 Peachtree Rd., N.E.
         Conyers, GA 30094                                         1600 Atlanta Financial Center
         Attn: President                                           Atlanta, GA 30326
                                                                   Attn: Oby T. Brewer, Esq.


         If to Buyer:                           Copy to:

         iCommerce Group, Inc.                                    Stone & Hinds, PC
         6312 Baum Drive                                          700 First American Center
         Knoxville, TN 37919                                      507 Gay Street, S.W.
                                                                  Knoxville, TN 37902
                                                                  Attn: Maurice W. Gerard
</TABLE>

Either Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Tennessee without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Tennessee or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Tennessee.

                                       17
<PAGE>

         (i) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by duly
authorized representatives of Buyer and Sellers. No waiver by any Party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any such prior or subsequent
occurrence.

         (j) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation or in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.

         (k) Expenses. Each of Buyer and Sellers will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.

         (l) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.

         (m) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

         (n) Confidentiality. Following the Closing, Sellers and its Affiliates
shall maintain the confidentiality of all nonpublic information concerning the
Company and its Subsidiaries; provided that Sellers and its Affiliates shall be
entitled to use and/or disclose relevant portions of such information for tax,
accounting and financial reporting purposes and in connection with the
enforcement of their rights under this Agreement.

                                       18

<PAGE>

                                   * * * * * *

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

                                       iCOMMERCE GROUP, INC.

                                       By:  _______________________________
                                             Title:

                                       J. D. JENKINS

                                       By:  _______________________________
                                             An Individual

                                       RON JENKINS

                                       By:  _______________________________
                                             An Individual

                                       SHADY DALE INVESTMENTS, LLC

                                       By:  _______________________________
                                             Title:


                                       19