KEATING REVERSE MERGER FUND, LLC
                          5251 DTC PARKWAY, SUITE 1090,
                         GREENWOOD VILLAGE CO 80110-2739


                                   November 21, 2003





Sally A. Fonner
1407 N. Fort Harrison, Suite F
Clearwater, Florida

Stirling Corporate Services LLC
1407 N. Fort Harrison, Suite F
Clearwater, Florida

Petersen & Fefer, attorneys
Chateau de Barbereche
Switzerland 1783 Barbereche

         Re:      The Enchanted Village, Inc. ("Enchanted")

Ladies and Gentlemen,

         This letter  shall  constitute a Purchase  and Sale  Agreement  between
Keating Reverse Merger Fund LLC, a Colorado  limited  liability  company that is
referred  to as the  "Purchaser,"  and  Sally A.  Fonner  an  individual  who is
referred to as "Fonner,"  Stirling  Corporate  Services  LLC, a Florida  limited
liability  company  that is  referred  to as  "Stirling"  and  Petersen & Fefer,
attorneys,  a law firm that is referred to as  "Petersen."  From time to time in
this agreement,  Fonner,  Stirling and Petersen are collectively  referred to as
the "Sellers."

       The purposes of this Agreement are to:

          o    Sell a substantial majority of the issued and outstanding equity
               securities of Enchanted (collectively the "Enchanted Securities")
               to the Purchaser; and

          o    Provide  a  general   framework  for  the  future  operations  of
               Enchanted.

       The Purchaser  understands that all of the Enchanted  Securities owned by
the  Sellers  were  acquired  in  reliance  on a claim  of  exemption  from  the
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act") and that each of the Sellers is an affiliate of Enchanted. The
Purchaser  understand that none of the cash  consideration to be paid by them in
connection  with the  transactions  contemplated by this Agreement will inure to
the benefit of Enchanted or any person other than the Sellers.

1.       INITIATION OF TRANSACTIONS

         The Purchaser initiated the transactions contemplated by this Agreement
by making an  unsolicited  offer to purchase the Enchanted  Securities  from the
Sellers  on the terms  set forth  herein.  Prior to making a formal  offer,  the
Purchaser independently reviewed the registration statements,  reports and other
documents  that  Enchanted  and/or the  Sellers  filed with the  Securities  and
Exchange  Commission  between  July 3,  2002 and  November  19,  2003.  With the
exception  of the  specific  representations  set  forth  in  Paragraph  3,  the
Purchaser has relied  exclusively on its own  investigation of Enchanted and its
affairs  and they have not relied on any  representations,  express or  implied,
that are  directly  or  indirectly  attributable  to the Sellers or any of their
respective affiliates.

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 2 of 11

2.     PURCHASER' REPRESENTATIONS AND WARRANTIES

       The Purchaser  hereby makes the  following  express  representations  and
warranties,  which  may be  relied  upon by the  Sellers,  Enchanted  and  their
respective affiliates.

       (a) The  Purchaser  has full  power and  authority  to buy the  Enchanted
Securities  from the Sellers on the terms set forth herein.  This  Agreement has
been  duly  executed  and  delivered  by the  Purchaser  and,  assuming  the due
authorization,  execution  and delivery  hereof by the Seller,  constitutes  the
legal, valid and binding  obligation of the Purchaser  enforceable in accordance
with its terms.

       (b) The Purchaser is acquiring the  Enchanted  Securities  solely for its
own  account,   for   investment,   and  not  with  a  view  to  any  subsequent
"distribution"  thereof  within  the  meaning  of that  term as  defined  in the
Securities Act.

       (c) The Purchaser is an "Accredited  Investor" as such term is defined in
Securities and Exchange Commission Rule 501(a).

       (d) The Purchaser has sufficient  education,  knowledge and experience in
business and financial  matters that it is capable of evaluating  the merits and
risks of their proposed purchase of the Enchanted Securities.

       (e) The Purchaser is able to bear the economic  risks of an investment in
the  Enchanted  Securities,  and is  able  to  protect  its'  own  interests  in
connection with the proposed transaction.

       (f) The  Purchaser  has been given the  opportunity  to review all of the
files and business records of Enchanted including the articles of incorporation,
by-laws,  documents defining the rights of security holders, material contracts,
and financial  statements  and to ask questions of and receive  answers from the
officers and directors of Enchanted with respect to the business of the Company,
the  Enchanted  Securities  and any  other  matters  which it  considered  to be
material to its'  investment  decision and all such questions have been answered
to its' full satisfaction.

       (g) The Purchaser  understands  that  Enchanted  will issue stop transfer
instructions to its transfer agent with respect to the Enchanted  Securities and
intends to place the following  restrictive legend, or a legend similar thereto,
on each certificate representing Enchanted securities:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED FROM AN
     AFFILIATE OF THE ISSUER IN A TRANSACTION  EFFECTED IN RELIANCE UPON SECTION
     4(2) OF THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  AND HAVE NOT
     BEEN  THE  SUBJECT  OF  A  REGISTRATION  STATEMENT  UNDER  THE  ACT.  THESE
     SECURITIES  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN
     EFFECTIVE REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION THEREFROM."

       (h) The  Purchaser  will promptly  make any  regulatory  filings that are
necessary or desirable to advise the Securities and Exchange  Commission and the
other stockholders of Enchanted of the terms,  conditions and provisions of this
Agreement.

       (i) All of the Purchaser's  representations and warranties are true as of
the date of this Agreement,  shall be true at the closing date and shall survive
the closing for a period of two (2) years.

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 3 of 11

3.     SELLER'S REPRESENTATIONS AND WARRANTIES

       Each of the Sellers  hereby makes the following  express  representations
and warranties, which may be relied upon by the Purchaser and its' affiliates.

       (a) The  Sellers  have full  power and  authority  to sell the  Enchanted
Securities  to the  Purchaser on the terms set forth  herein.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein have been duly authorized by all necessary  corporate action and no other
corporate  proceeding  on the part of any Seller is necessary to authorize  this
Agreement or to consummate the transactions  contemplated herein. This Agreement
has been duly  executed and  delivered by each of the Sellers and,  assuming the
due execution and delivery hereof by the Purchaser, constitutes the legal, valid
and binding obligation of the Sellers enforceable in accordance with its terms.

       (b) The  Sellers  acquired  the  Enchanted  Securities  during the period
between June 18,,  2002 and the date of this  agreement.  Each of the Sellers is
the sole beneficial owner of the Enchanted Securities registered in his name.

       (c) On February 10, 2003,  the issued and  outstanding  capital  stock of
Enchanted consisted of:

          o    10,668,333 shares of common stock;

          o    4,428,616 shares of Class A Common Stock; and

          o    300,000 shares of Convertible Series A Preferred Stock.

       (d) The shares held by Ms. Fonner and Stirling are issued and outstanding
on the books of the Company,  but pending the completion of the reclassification
and reverse split  described in  subparagraph  (e) below,  such shares are being
held in  uncertificated  form and the Company's  transfer agent is acting as the
duly authorized registrar with respect to such shares.

       (e) On March 3, 2003,  Fonner and  Stirling  acted by written  consent to
approve  a  major   restructuring  of  Enchanted's  affairs  and  in  connection
therewith:

          o    Enchanted's authorized capital stock was increased to 50,000,000
               shares of common stock and 5,000,000 shares of preferred stock;

          o    Enchanted's outstanding Class A Common Stock was reclassified as
               common stock;

          o    Enchanted's outstanding Preferred Stock was reclassified as
               common stock;

          o    Enchanted implemented a reverse split in the ratio of one (1) new
               share for each 4,000 shares of common stock outstanding after the
               reclassification of the Class A Common Stock and Preferred Stock;
               and

          o    Enchanted implemented a 100 for 1 forward split of the common
               stock outstanding immediately after the implementation of the
               reverse split.

Enchanted's   Certificate  of   Incorporation   was  amended  to  implement  the
reclassification and reverse split on March 10, 2003. After giving effect to the
reclassification and reverse split, Enchanted had 772,500 shares of common stock
and no  other  securities  outstanding.  Of this  total,  Fonner  was  the  sole
beneficial  owner of 30,800 shares and Stirling was the sole beneficial owner of
310,900 shares.

       (f) On November  21,  2003,  Enchanted  agreed to sell a total of 500,000
shares of common stock to the Purchaser at a price of $.10 per share. The shares
held by the  Purchaser are issued and  outstanding  on the books of the Company,

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 4 of 11

but pending the completion of the  reclassification  and reverse split described
in subparagraph (e) above, such shares are being held in uncertificated form and
the Company's  transfer  agent is acting as the duly  authorized  registrar with
respect to such shares.

       (g) On November  21,  2003,  Enchanted  agreed to issue an  aggregate  of
3,161,000 shares in the following transactions:

          o    70,000  shares were issued to  Petersen  in  accordance  with the
               compensation  disclosures  set forth in Enchanted's  Schedule 14C
               Information Statement dated February 10, 2003;

          o    1,200,000 shares were issued to Petersen in exchange for $120,000
               in debt that Enchanted owed to Petersen;

          o    591,000 shares were issued to Stirling in exchange for $59,100 in
               related party debt that Enchanted owed to Stirling; and

          o    1,300,000  shares were issued to Fonner in exchange  for $130,000
               in related party debt that Enchanted owed to Fonner.

       The  shares  held  by  Petersen,  Stirling  and  Fonner  are  issued  and
outstanding  on the books of the  Company,  but  pending the  completion  of the
reclassification  and reverse split  described in subparagraph  (e) above,  such
shares are being held in uncertificated form and the Company's transfer agent is
acting as the duly authorized registrar with respect to such shares.

       (h)  After  giving  effect  to  the  corporate  restructuring  and  other
transactions  specified in  subparagraphs  3(e), 3(f) and 3(g),  Enchanted has a
total of 4,433,300 shares of common stock issued and outstanding.

       (i) During the period  between June 18, 2002 and the date of this letter,
Enchanted  has not issued any other equity  securities,  debt  securities,  debt
instruments, options, warrants, calls or other rights, agreements,  arrangements
or commitments that obligate  Enchanted to issue,  deliver or sell shares of its
capital  stock or debt  securities,  or obligate  Enchanted to grant,  extend or
enter  into any such  option,  warrant,  call or other  such  right,  agreement,
arrangement or commitment.

       (j) During the period  between June 18, 2002 and the date of this letter,
Fonner,  Stirling and Petersen  have not sold any  Enchanted  Securities  to any
third parties; granted any options, warrants, calls or other rights, agreements,
arrangements  or  commitments  that obligate the Sellers or their  affiliates to
deliver or sell any of their  Enchanted  Securities;  or obligate the Sellers or
their affiliates to grant, extend or enter into any such option,  warrant,  call
or other such right, agreement, arrangement or commitment.

       (k)  The  Sellers  have  delivered  copies  of  all  available  financial
statements of Enchanted to the Purchaser.  Such financial  statements  have been
prepared  in  accordance  with  generally  accepted  accounting  principles  and
practices  consistently  followed by Enchanted throughout the periods indicated;
the  Sellers  are  not  aware  of any  material  misrepresentations,  errors  or
omissions  in  such  financial  statements  and to  the  best  of  the  Sellers'
knowledge,  such financial  statements  contain and reflect all  adjustments and
accruals necessary for a fair presentation of Enchanted's financial condition as
of the relevant dates thereof and the results of Enchanted's  operations for the
periods covered thereby; and fairly present the financial condition of Enchanted
and its  results of  operations  as of the  relevant  dates  thereof and for the
periods covered thereby.

       (l) While  Enchanted's  Quarterly  Report on Form  10-QSB  for the period
ended  October 31, 2003  reflects  total  third  party  liabilities  and accrued
expenses  of  $19,803.67,   this  amount  includes  a  current  balance  due  to
Continental  Stock  Transfer  of  $7,303.67  and  estimated  expenses of $12,500
associated with the completion of the  reclassification and reverse stock split.

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 5 of 11

With the exception of the balance owed to Continental Stock Transfer,  Enchanted
has no other third-party liabilities at the date of this agreement.

       (m) To Seller's knowledge,  there is no claim, action, suit,  litigation,
proceeding,  arbitration  or  investigation  of any  kind,  at law or in  equity
(including  actions  or  proceedings  seeking  injunctive  relief),  pending  or
threatened  against  Enchanted,  or any  properties or rights of Enchanted,  and
Enchanted is not subject to any continuing order of, consent decree,  settlement
agreement or other similar written  agreement with, or continuing  investigation
by, any governmental entity, or any judgment, order, writ, injunction, decree or
award of any governmental entity or arbitrator,  including,  without limitation,
cease-and-desist or other orders.

       (n) The Sellers are not aware of any material misrepresentations,  errors
or omissions in the  registration  statements,  reports and other documents that
Enchanted  filed with the  Securities and Exchange  Commission  between June 18,
2002 and the date of this letter.

       (o) All of the Seller's representations and warranties are true as of the
date of this Agreement,  shall be true at the closing date and shall survive the
closing for a period of two (2) years.

4.       AGREEMENTS TO PURCHASE AND SELL

         (a) The  Sellers  agree to sell  and the  Purchaser  agrees  to buy the
following Enchanted Securities for an aggregate consideration of $225,000:

          (i)  Stirling shall sell 901,900 shares of Enchanted's common stock to
               the Purchaser for $57,934.59;

          (ii) Fonner shall sell 1,330,800 shares of Enchanted's common stock to
               the Purchaser for $85,485,48;

          (iii)Petersen shall sell 1,270,000 shares of Enchanted's  common stock
               to the Purchaser for $81,579.92;

        (b) The $225,000  purchase price shall be payable on the closing date in
accordance with the provisions of Paragraph 5.

5.       CLOSING AND ESCROW ARRANGEMENTS

         As soon as practicable  after the execution of this  Agreement,  but no
later than November 24, 2003, the Sellers will deliver, or cause to be delivered
to Bertrand Ungar, attorney (the "Escrow Agent"):

          (i)  A Certificate  of the Company's  transfer  agent  respecting  the
               number of shares issued,  outstanding and held in  uncertificated
               form for the benefit of each of the Sellers; and

          (ii) Duly executed  assignments for the  uncertificated  the Enchanted
               Securities held by each of the Sellers.

Concurrently, the Purchaser will deliver good funds in the amount of $225,000 to
the  Escrow  Agent.  When the  Escrow  Agent has  confirmed  the  receipt of all
required certificates,  assignments and payments, Fonner, acting in her capacity
as the sole officer and director of Enchanted shall promptly:

          (iii)File a Current  Report on Form 8-K for the purpose of  disclosing
               the  change  in  control  arising  from  this  agreement  and the
               collateral agreements described herein;

          (iv) File  an  Information   Statement   containing  the   information
               specified in Rule 14f-1; and

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 6 of 11

          (v)  Resign as the president of Enchanted and appoint Kevin R. Keating
               as her successor.

Immediately  thereafter,  the Escrow Agent shall  conduct a final closing of the
transaction and distribute the funds,  and  assignments to the persons  entitled
thereto under the terms of this Agreement.  In connection therewith,  the escrow
agent shall  forward the purchase  price to the Sellers at the bank  coordinates
specified in Exhibit A. All bank charges associated with the foregoing transfers
shall be  deducted  from the  amount  thereof  and  treated  as a  closing  cost
specifically allocated to each of the Sellers.

6.     POST-CLOSING OBLIGATIONS OF THE PURCHASER

       (a) After the closing of this Agreement, the Purchaser shall:

          (i)  Promptly  file  such  reports  and  other  documents  as  may  be
               necessary  or  desirable  under the  circumstances  to notify the
               Securities  and  Exchange  Commission,  in  accordance  with  all
               applicable  regulations,  that they have  purchased the Enchanted
               securities from the Seller;

          (ii) Use reasonable  commercial  efforts to seek,  investigate and, if
               the  results  of such  investigation  warrant,  effect a business
               combination with a suitable  privately held company that wants to
               become publicly held; and

          (iii)Cause  Enchanted  to pay  any and all  governmental  charges  and
               assessments, professional fees and expenses, administrative costs
               and expenses and direct out of pocket costs  associated  with the
               tasks set forth in subparagraphs (i) and (ii).

       (b) The  Purchaser  shall  not  cause  or  authorize  Enchanted  to issue
additional  equity  securities  to the  Purchaser  or any  of  their  respective
affiliates  without receiving  adequate  consideration  therefor.  The Purchaser
shall not,  during the period between the date of this agreement and the closing
of a business  combination  between  Enchanted and a suitable  private  company,
cause or permit Enchanted to implement a reverse split or other consolidation of
its  equity  securities  that would  cause the share  ownership  of  Enchanted's
unaffiliated stockholders to be less than 430,700 shares.

       (c) In the event that (i) the  Purchaser is unable to  accomplish  any of
the tasks  specified in this Agreement or they otherwise  elect to abandon their
plan to effect a business combination between Enchanted and a suitable privately
held  company,  and (ii) the  available  financial  resources of  Enchanted  are
insufficient to pay the costs and expenses of liquidation and dissolution,  then
the Purchaser  shall be obligated to advance any and all  additional  funds that
may be  necessary  to  complete  the  orderly  dissolution  and  liquidation  of
Enchanted.

7.       POST-CLOSING OBLIGATIONS AND RIGHTS OF THE SELLER

         (a) Upon compliance with the requirements of Rule 14f-1, Fonner, acting
in her  capacity  as the sole  director of  Enchanted,  shall  appoint  Kevin R.
Keating to serve as a member of  Enchanted's  board of directors and then resign
her position as a director of Enchanted.

         (b) After the closing of this Agreement, the Sellers shall:

          (i)  Take such steps as may be reasonably required to put Purchaser in
               actual  possession of and control over the Enchanted  Securities,
               together  with any  business  properties  or records of Enchanted
               that are in the actual control of the Sellers;

          (ii) Execute,   acknowledge   and  deliver   such  other  and  further
               assignments,  instruments of transfer and other  documents as may
               be reasonably  required to effectuate the assignment and transfer
               of the Enchanted Securities to the Purchaser;

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 7 of 11

          (iii)Take  such  other  and  further  actions  as  may  be  reasonably
               required  to perfect  the  Purchaser'  actual  possession  of and
               operating  control  over  Enchanted's   business  properties  and
               records;

          (iv) For a period of 6 months  after the  closing  date,  cause  their
               employees  and the former  officers and directors of Enchanted to
               provide reasonable cooperation and assistance to the Purchaser in
               connection  with the  Purchaser's  efforts  to effect a  business
               combination  between  Enchanted  and a  suitable  privately  held
               company.

       (c) After the closing of this Agreement, the Sellers shall have the right
to review and comment on the  factual  disclosures  in any and all  registration
statements,  reports and other  documents  that  Enchanted  and/or the Purchaser
propose to file with the Securities and Exchange  Commission  that refer to this
Agreement or the Seller's historical involvement in the affairs of Enchanted. If
the  Sellers   exercise  the  foregoing  right,  the  Purchaser  shall  promptly
incorporate all reasonable amendments proposed by the Sellers in such filings.

8.       INDEMNIFICATION

         (a) From and after the closing date,  the Sellers  shall  indemnify the
Purchaser  against and hold the Purchaser  harmless from all damages,  losses or
liabilities  in  respect of suits,  proceedings,  demands,  judgments,  damages,
expenses and costs (including,  without limitation,  reasonable  attorney's fees
and costs and expenses incurred in the  investigation,  defense or settlement of
any  claims  covered  by  this  indemnity)  (collectively,   the  "Indemnifiable
Damages")  which  the  Purchaser  may  suffer  or  incur  by  reason  of (i) the
inaccuracy of any of the representations and warranties of the Sellers contained
in this  Agreement;  or (ii) the  nonperformance  by the  Sellers  of any of the
obligations set forth in this Agreement.  Without limiting the generality of the
foregoing, the amount recoverable Indemnifiable Damages shall not exceed the sum
of $225,000. No action for the enforcement of the representations and warranties
of the Sellers may be commenced with respect to any claim made more than two (2)
years following the closing date.

         (b) From and after the  Closing,  the  Purchaser  shall  indemnify  the
Sellers against and hold it harmless from all damages,  losses or liabilities in
respect of suits, proceedings,  demands, judgments,  damages, expenses and costs
(including,  without limitation,  reasonable counsel fees and costs and expenses
incurred in the  investigation,  defense or settlement of any claims  covered by
this indemnity)  (collectively,  the "Indemnifiable  Damages") which the Sellers
may  suffer  or  incur  by  reason  of  (i)  the   inaccuracy   of  any  of  the
representations  and  warranties of the Purchaser  contained in this  Agreement;
(ii) any liability for claims made by third parties  against the Sellers arising
out of the activities of the Purchaser or the operations of Enchanted  after the
closing  date,  or  (iii)  the  nonperformance  by the  Purchaser  of any of the
covenants  or  agreements  contained  in this  Agreement.  Without  limiting the
generality of the foregoing,  with respect to the  measurement of  Indemnifiable
Damages,  the  Sellers  shall  only  have the  right to (a) be  restored  to the
financial  position  it  enjoyed  immediately  prior  to the  execution  of this
Agreement and (b) recover any additional  costs or damages  incurred as a result
of the  Purchaser'  failure to perform under  paragraph  6(d). No action for the
enforcement  of the  representations  and  warranties  of the  Purchaser  may be
commenced  with respect to any claim made more than two (2) years  following the
closing date.

         (c) Promptly, upon receipt of notice of any claim, demand or assessment
or the commencement of any suit,  action or proceedings by any party not a party
to this  Agreement in respect of which  indemnity may be sought on account of an
indemnity  agreement  contained herein, the party seeking  indemnification  (the
"Indemnitee")  will notify,  within  sufficient time to respond to such claim or
answer or otherwise plead in such action, the party from whom indemnification is
sought (the "Indemnitor"),  in writing, thereof. The omission of such Indemnitee
to notify  promptly the Indemnitor of any such claim or action shall not relieve
such  Indemnitor  from any  liability  which it may have to such  Indemnitee  in
connection  therewith on account of the indemnity  agreements  contained  herein
unless the Indemnitor is prejudiced thereby,  and then only to the extent of the
prejudice caused by such delay. In case any claim, demand or assessment shall be
asserted or suit, action or proceeding  commenced against an Indemnitee,  and it
shall notify the Indemnitor of the commencement  thereof, the Indemnitor will be


<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 8 of 11

entitled to participate therein,  and, to the extent that it may wish, to assume
the defense, conduct or settlement thereof, with counsel reasonably satisfactory
to the  Indemnitee;  provided that no settlement may be made by an Indemnitor on
behalf of an Indemnitee without the Indemnitee's express written consent if such
settlement  would  impose  continuing  obligations  or any  liability  upon  the
Indemnitee.  After notice from the  Indemnitor to the Indemnitee of its election
so to assume the defense, conduct or settlement thereof, the Indemnitor will not
be  liable  to the  Indemnitee  for any  legal  or other  expenses  subsequently
incurred by the Indemnitee in connection with the defense, conduct or settlement
thereof.  The Indemnitee  will cooperate with the Indemnitor in connection  with
any such  claim,  make  personnel,  books  and  records  relevant  to the  claim
available to the Indemnitor, and grant such authorizations or powers of attorney
to the agents,  representatives and counsel of the Indemnitor as such Indemnitor
may  reasonably  consider  desirable in connection  with the defense of any such
claim.  In the event that the  Indemnitor  does not wish to assume the  defense,
conduct or settlement of any claim,  demand, or assessment,  the Indemnitee will
not  settle  such  claim,  demand,  or  assessment  without  the  consent of the
Indemnitor,  which shall not be  unreasonably  withheld.  It is  understood  and
agreed  that to the  extent  the  Purchaser  or the  Sellers  make a  claim  for
indemnification  within the survival periods stated herein,  the  responsibility
for indemnification with respect to such claim shall survive until such claim is
resolved.  Each of the Purchaser and each of the Sellers  expressly  understands
and agrees that notwithstanding any disclosure herein or in the Schedules hereto
or in any document,  certificate,  or instrument  delivered  pursuant  hereto of
actual  or  potential  defaults,  claims,  litigation  and the like  that may be
asserted against  Enchanted,  the Sellers or the Purchaser,  the Sellers and the
Purchaser  shall be  entitled to  indemnification  against  such  matters to the
extent set forth above.

9.       MISCELLANEOUS

       (a) This Agreement constitutes the entire agreement among the parties. It
supersedes all prior agreements and understandings among the parties, and it may
not be modified or amended  without the  written  consent of all  parties.  This
Agreement  may be  executed in any number of  counterparts,  which shall each be
deemed to be an original.  This Agreement shall be binding upon and inure to the
benefit of the parties and their  respective legal  representatives,  successors
and assigns.

       (b) All notices hereunder shall be in writing and addressed to such party
at  its  address  set  forth  below,  or  such  other  address  as a  party  may
subsequently designate in writing.

PURCHASER

KEATING REVERSE MERGER FUND, LLC
5251 DTC Parkway, Suite 1090,
Greenwood Village CO  80110-2739
Telephone: (772) 231-7544
E-mail kk@keatinginvestments.com

SELLERS

Sally A. Fonner                                  Stirling Corporate Services LLC
1407 N. Fort Harrison, Suite F                   1407 N. Fort Harrison, Suite F
Clearwater, Florida                              Clearwater, Florida
Telephone (727) 469-8691                         E-Mail sally@scsllc.info

Petersen & Fefer, attorneys
Chateau de Barbereche
Switzerland 1783 Barbereche
Telephone 41(0)26-684-0500
E-mail jlp@ipo-law.com

<PAGE>

Sally A. Fonner
Stirling Corporate Services LLC
Petersen & Fefer, attorneys
November 21, 2003
Page 9 of 11

Notices  that are  delivered  personally  or sent by  confirmed  e-mail shall be
deemed  given when sent.  Notices that are  delivered  by a reputable  overnight
courier or sent by certified  mail,  return receipt  requested,  shall be deemed
given when received.

       (c) This  Agreement  and the  transactions  contemplated  hereby shall be
construed in accordance with and governed by the laws of the State of Delaware.

       (d) In the event a dispute  between the parties  hereto arises out of, in
connection with, or with respect to this Agreement,  or any breach thereof, such
dispute shall, on the written request of one party delivered to the other party,
be submitted to and settled by arbitration conducted in Denver,  Colorado before
a  single  arbitrator  appointed  by the  American  Arbitration  Association  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association then in effect.  The award of such arbitrator shall be final and may
be entered by any party hereto in any court of competent jurisdiction. The party
against whom the arbitrator's award is rendered shall pay all costs and expenses
of such arbitration,  unless the arbitrator shall specifically allocate costs in
a different manner because the award is not entirely in favor of either party.

         (e) The  Purchaser  and the  Sellers  shall  each pay their  respective
expenses  incident to this Agreement and the transactions  contemplated  hereby,
including  all  fees of  their  counsel  and  accountants,  whether  or not such
transactions  shall be consummated.  The Purchaser shall pay the reasonable fees
and expenses of Bertrand  Ungar,  attorney  for  providing  the escrow  services
specified in paragraph 5.

       IN WITNESS WHEREOF, the parties have executed this Agreement on this 21st
day of November 2003.

PURCHASERS

KEATING REVERSE MERGER FUND, LLC



By:
      -------------------------------------------


SELLERS

STIRLING CORPORATE SERVICES LLC                     SALLY A. FONNER



By:
      -------------------------------------         ----------------------------
        (Sally A. Fonner, President)

PETERSEN & FEFER, ATTORNEYS



By:
      -------------------------------------------
            (John L. Petersen, partner)


<PAGE>





                                    EXHIBIT A

                            CERTIFICATE OF INCUMBENCY
                           THE ENCHANTED VILLAGE, INC.

         The undersigned Rachel A. Fefer, Esq., hereby certifies that she is the
duly  appointed  Assistant  Secretary of The Enchanted  Village Inc., a Delaware
corporation (the "Company") and does further certify that:

         1.  INCUMBENCY.  Sally A. Fonner is the duly  elected  Chief  Executive
Officer of the Company and the sole member of the Company's  board of directors;
and by virtue of such status Ms.  Fonner has full power and  authority to act in
the name and on behalf of the  Company  without  the  approval or consent of any
other person.

         2. AUTHORIZATION OF STOCK ISSUANCE TRANSACTION. The issuance of 500,000
shares of the  Company's  common  stock to the  Keating  Reverse  Merger Fund in
exchange for $50,000 in cash has been duly authorized by all requisite corporate
action.

         3. APPROVAL OF STIRLING RESALE  TRANSACTION.  The proposed  transaction
between  Stirling  Corporate  Services LLC, as seller,  and the Keating  Reverse
Merger Fund, as purchaser,  which relates to the resale of 901,900 shares of the
Company's  common  stock has been duly  authorized  by all  requisite  corporate
action.

         4.  APPROVAL OF FONNER  RESALE  TRANSACTION.  The proposed  transaction
between  Sally A. Fonner,  as seller,  and the Keating  Reverse  Merger Fund, as
purchaser,  which  relates to the resale of  1,330,800  shares of the  Company's
common stock has been duly authorized by all requisite corporate action.

         5.  APPROVAL  OF  PETERSEN & FEFER  RESALE  TRANSACTION.  The  proposed
transaction between the law firm of Petersen & Fefer, as seller, and the Keating
Reverse  Merger Fund,  as  purchaser,  which  relates to the resale of 1,270,000
shares of the Company's  common stock has been duly  authorized by all requisite
corporate action.

Dated November 21, 2003

THE ENCHANTED VILLAGE, INC.
By: Rachel A. Fefer, assistant secretary



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

ATTEST: SALLY A. FONNER
Sole Director and Chief Executive Officer





<PAGE>



                                    EXHIBIT B

                        BANKING INSTRUCTIONS FOR SELLERS

Instructions for the $85,485,48 transfer to Sally A. Fonner

       First Union National Bank, NA
       Tampa, Florida
       ABA 063000021
       For further credit to the account of
       Sally A. Fonner
       Account No. 1010019700047

Instructions for the $57,934.59 transfer to Stirling Corporate Services LLC

       First Union National Bank, NA
       Tampa, Florida
       ABA 063000021
       For further credit to the account of
       Sally A. Fonner
       Account No. 2000004460738

Instructions for the $81,579.92 transfer to Petersen & Fefer

       Banque Cantonal de Fribourg
       Fribourg, Switzerland
       Swift code BEFRCH22
       Through Citibank NA, New York, New York
       For the Account of
       Etude Petersen & Fefer - USD Client Account
       Acct. # 25 01 136.463-02