STOCK PURCHASE AGREEMENT

This Stock  Purchase  Agreement  ("Agreement")  is entered  into this 5th day of
April  1999 by  GOPROFIT.COM  ("hereafter  GP"),  a Nevada  corporation  and the
shareholders  of  GOPROFIT.COM,  INC.  (Seller) with Diamond  Equities,  Inc., a
Nevada corporation ("Diamond").

                                    RECITALS

GP  operates a business  primarily  engaged in the  Internet  business.  GP owns
contract rights, customer lists,  intellectual property including trade secrets,
methods process, know-how, drawings, specifications and all memoranda, notes and
records with regard to any research and development ("Assets") and miscellaneous
assets used in connection with the operation of its business;

GP  currently  has issued and  outstanding  two million  four  hundred and fifty
thousand  (2,450,000)  shares of common stock  ("Stock").  GP has not issued any
Preferred Stock,  Warrants,  or Options in relation to the common stock, however
Diamond  recognizes  that GP has set aside 735,000 Shares of common stock in the
form of Stock  Options  exercisable  at  $1.00  per  share  to serve as  further
compensation to the following  three groups:  245,000 shares of common stock for
Management;  245,000  shares of  common  stock for  Consultants  /  Professional
Services  Providers;  245,000  shares of common stock for Employee / Independent
Contractor Compensation.  All three stock pools will vest at the same percentage
rate,  based on the same target dates to be  determined by GP's current board of
directors:  Jeff Dalton, David Firestone,  David Holifield,  and Louis Torres. A
more complete  description  of GP's stock option  program will be attached as an
exhibit to this document as soon as it is completed.

Purchaser  desires to acquire one hundred  percent (100%) of the Stock of GP and
make it a subsidiary of Diamond. Seller desires to sell such Stock to Purchaser;
and

WHEREAS, Seller's are the sole shareholders of GP; and

WHEREAS, Diamond Equities, Inc. is a public company

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

SECTION 1. ASSETS AND LIABILITIES.

1.1 ASSETS. Seller agrees to sell to Diamond and Diamond agrees to purchase from
Seller,  on the terms and  conditions set forth in this  Agreement.  Seller owns
stock  in GP  which  has  assets  including  contract  rights,  customer  lists,
intellectual  property  including  trade  secrets,  methods  process,  know-how,
drawings, specifications and all memoranda, notes and records with regard to any

                                  Page 1 of 18
<PAGE>
research and development  ("Assets") and miscellaneous assets used in connection
with  the  operation  of  its  business.   Assets  shall  include  all  accounts
receivable, notes receivable,  prepaid accounts, contracts, and any other assets
of the business specified herein.

1.2   LIABILITIES.   Diamond   shall  not  accept  the   assignment   or  assume
responsibility  for any unfilled  orders from customers of GP. Diamond shall not
assume or perform any of GP's obligations under
leases, agreements, and other contracts.

SECTION 2.  EXCHANGE OF STOCK.  Diamond and the Sellers will  exchange  stock as
follows:


2.1 At Closing, Diamond shall issue to Sellers six hundred (600) shares of Class
B Preferred  Stock.  The Preferred Stock will convert into six hundred  thousand
(600,000) shares of common stock in Diamond.

2.2 At Closing,  the Sellers shall  transfer one hundred  percent  (100%) of the
outstanding  shares of GP to Diamond.  GP shall become a wholly owned subsidiary
of Diamond.

2.3 Piggyback  Registration  Rights.  Diamond  agrees that if is should elect to
file a registration  statement,  as referred to in this agreement,  that Diamond
shall  include on a one time basis at its own expense,  those common shares into
which the Preferred Shares exchanged hereunder may be converted.

SECTION 3. SELLER'S AND GP'S REPRESENTATIONS AND WARRANTIES.  GP and Seller each
represent and warrant to Diamond as follows:

3.1  CORPORATE  EXISTENCE.  Seller  is now  and on the  Closing  Date  will be a
corporation  duly organized and validly  existing and in good standing under the
laws of the State of Nevada. GP has all requisite  corporate power and authority
to own, operate and/or lease the Assets, as the case may
be, and to carry on its business as now being conducted.

3.2 AUTHORIZATION.  The execution,  delivery,  and performance of this Agreement
have  been  duly   authorized  and  approved  by  the  board  of  directors  and
shareholders of GP, and this Agreement constitutes a valid and binding Agreement
of Seller in accordance with its terms.

3.3  FINANCIAL  STATEMENTS.  Attached  hereto as  Exhibit  A are GP's  financial
statements.  The  Financial  Statements  are in  accordance  with the  books and
records of GP and are true,  correct,  and complete;  fairly  present  financial
conditions of GP at the dates of such  Financial  Statements  and the results of
its operations for the periods then ended;  and were prepared in accordance with
generally  accepted  accounting  principles  applied on a basis  consistent with
prior accounting periods. Except as described in this Agreement, since March 31,
1999 there has been no material adverse change in the financial condition of GP.

                                  Page 2 of 18
<PAGE>
3.4 OWNERSHIP OF STOCK.  Seller holds good and marketable stock  certificates of
GP, free and clear of  restrictions  on or conditions to transfer or assignment,
and  free  and  clear  of  liens,   pledges,   charges,  or  encumbrances.   All
subscriptions must be paid before documents are signed.

3.5 BROKERS AND FINDERS. Neither Seller nor GP has employed any broker or finder
in connection with the  transactions  contemplated  by this Agreement,  or taken
action that would give rise to a valid  claim  against any party for a brokerage
commission, finder's fee, or other like payment.

3.6 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD-PARTY APPROVAL.  The execution
and  delivery  of  this  Agreement  by  Seller  , and  the  consummation  of the
contemplated transactions,  will not result in the creation or imposition of any
valid lien,  charge,  or encumbrance on any of the Assets or Stock, and will not
require the authorization,  consent,  or approval of any third party,  including
any governmental subdivision or regulatory agency.

3.7 LABOR  AGREEMENTS  AND  DISPUTES.  GP is neither a party to,  nor  otherwise
subject to any  collective  bargaining or other  agreement  governing the wages,
hours, and terms of employment of GP's employees. Neither Seller nor GP is aware
of any labor dispute or labor trouble  involving  employees of GP, nor has there
been any such dispute or trouble during the two years preceding the date of this
Agreement.

3.8 ERISA AND RELATED MATTERS.  There are no "Employee Welfare Benefit Plans" or
"Employee   Pension   Benefit   Plans"  (as  defined  in  (0)(0)3(1)  and  3(2),
respectively, of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"))  existing  on the date  hereof  that are or have been  maintained  or
contributed to by GP. There will be a management and employee stock option play.

3.9 NONCANCELLABLE  CONTRACTS. At the time of Closing, there will be no material
leases,  employment contracts,  contracts for services or maintenance,  or other
similar  contracts  existing or relating to or connected  with the  operation of
GP's business not cancelable  within thirty (30) days,  except those  Agreements
listed on Exhibit B.

3.10 COMPLIANCE WITH CODES AND  REGULATIONS.  Seller and GP are not in violation
of any  federal,  state,  or local  government  codes,  ordinances,  orders,  or
regulations.

3.11  LITIGATION.  Seller and GP have no  knowledge  of any  claim,  litigation,
proceeding,  or  investigation  pending or threatened  against Seller or GP that
might  result in any  material  adverse  change in the  business or condition of
Assets or Stock being conveyed under this Agreement.

3.12 ACCURACY OF REPRESENTATIONS AND WARRANTIES.  None of the representations or
warranties  of Seller or GP contain or will  contain any untrue  statement  of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make statements in this Agreement not misleading. Seller and GP know of
no fact that has resulted, or that in the reasonable judgment of Seller will

                                  Page 3 of 18
<PAGE>
result in a material  change in the business,  operations,  or assets of GP that
has not been set forth in this Agreement or otherwise disclosed to Diamond.

SECTION 4. DIAMOND REPRESENTS AND WARRANTS AS FOLLOWS:

4.1 ORGANIZATION AND STANDING. Diamond is a corporation duly organized,  validly
existing,  and in good standing  under the laws of the State of Nevada,  has all
requisite corporate power and authority to own, operate and lease its properties
and carry on its business as now conducted, and is duly qualified to do business
and is in good standing as a foreign  corporation in each  jurisdiction in which
the failure to so qualify would have a material Adverse Effect. Whenever used in
this Section,  "Material Adverse Effect" shall mean a material adverse effect on
the  business,  properties,  prospects,  conditions  (financial or otherwise) or
result of operations of Diamond.

4.2 AUTHORITY, APPROVAL AND ENFORCEABILITY.

     a. Subject to obtaining the required  approval of the Diamond Board,  which
     approval  shall be  obtained  prior to the  Closing  Date,  Diamond has all
     requisite corporate power and authority to execute, deliver and perform its
     obligations  under  this  Agreement  and all  corporate  action on its part
     necessary for such execution, delivery and performance has been duly taken.
     Any  approval  of  the  Transactions  or any  portion  thereof  by  Diamond
     shareholders shall be obtained in compliance with applicable  corporate law
     and, to the extent applicable, state and federal securities laws.
     b. The  execution  and delivery of Diamond of the Agreement do not, and the
     performance  and  consummation of the  Transactions  will not, result in or
     give rise to (with or  without  giving  of notice of the lapse of time,  or
     both) any conflict with,  breach or violation of, or default,  termination,
     forfeiture or acceleration of obligations  under, any terms or provision of
     its (i)  Articles  of  Incorporation  or Bylaws,  (ii) any  statute,  rule,
     regulation or any  judicial,  governmental,  regulatory  or  administrative
     decree,  order or judgment applicable to it, or (iii) any agreement,  lease
     or other  instrument  to which  Diamond is a party or to which it or any of
     its assets may be bound.
     c. No consent, approval authorization,  order, registration,  qualification
     or  filing of or with any court or any  regulatory  authority  or any other
     governmental or administrative  body is required on the part of Diamond for
     the  consummation  by Diamond of the  Transaction,  except any approvals or
     filings required under state "blue sky" laws.
     d. This  agreement is the legal,  valid and binding  obligation of Diamond,
     enforceable against Diamond in accordance with the terms hereof,  except as
     such  enforcement  may be limited  by  applicable  bankruptcy,  insolvency,
     reorganization,  moratorium  or similar laws  affecting  creditors'  rights
     generally and subject to general equitable principals.

4.3 FINANCIAL  STATEMENTS AND REPORTS.  Diamond has delivered to the Company and
the Members  complete  copies of its audited  financial  statements for the year
ended June 30,  1998 and June 30, 1997 and for  operation  ended  September  30,
1998,  December  31,  1998 (the  "Diamond  Financial  Statements").  The Diamond

                                    Page 4 of 18
<PAGE>
Financial  Statements  (i) have been  prepared  from the books  and  records  of
Diamond in accordance with generally  accepted  accounting  principles  ("GAAP")
applied  on a  consistent  basis  throughout  the  periods  indicated,  (ii) are
complete and correct and present fairly the financial position of the Company as
of the respective dates and the results of its operations and cash flows for the
periods  then ended,  and (iii)  contain and reflect  adequate  reserves for all
liabilities  or  obligations  of any nature,  whether  absolute,  contingent  or
otherwise.

4.4 MATERIAL  ADVERSE  CHANGE.  Since June 30, 1998,  there has been no material
change in Diamond financial condition, assets or liabilities.

4.5  DIAMOND  SHARES.  The  Diamond  Shares to be  issued to GP as  contemplated
hereunder are (i) duly  authorized,  (ii) when issued and exchanged  pursuant to
the terms of this Agreement,  will be validly issued, fully paid, non-assessable
and not  subject  to any  preemptive  rights,  and (iii)  based in part upon the
representations of GP in this Agreement,  shall be issued in compliance with all
applicable  federal and state securities laws. The Diamond Common Stock issuable
upon conversion of Series B Preferred Stock issue pursuant to this Agreement has
been duly and validly  reserved for issuance  and,  upon  issuance in accordance
with the terms of the Certificate of  Determination  of the Rights,  Preferences
and  Privileges  of the  Series B  Preferred  Stock,  shall be duly and  validly
issued, fully paid and non-assessable.

4.6 LITIGATION.  There are no (a) actions, proceedings or investigations pending
or any threat thereof,  or verdicts or judgments  entered against Diamond before
any court or before any  administrative  agency or officer or (b)  violations by
Diamond of any foreign,  federal,  state or local laws,  regulations  or orders,
including but not limited to laws pertaining to workplace safety and
environmental clean-up.

4.7 TAX RETURNS AND PAYMENTS. Diamond has timely filed or caused to be filed and
accurately  prepared  all  federal  and state  income tax  returns and all other
federal and state tax returns  which are required to be filed by Diamond.  As of
the  Closing,  there are no (i) federal or state taxes that are due and owing by
Diamond,  or (ii)  penalties  owed by Diamond  for  failure  to timely  file any
federal or state tax  returns or pay any federal or state  taxes.  Diamond Ha no
knowledge  that the  federal  and state tax  returns of Diamond are now being or
have ever been audited by the Internal Revenue service, the Nevada Franchise Tax
Board,  or  Nevada  State  Board  of  Equalization  or  the  applicable  Arizona
Departments of Revenue,  respectively,  and no waivers of the applicable statute
of limitations have been executed.

4.9  REGISTRATION  RIGHTS.  Diamond is not a party to any  "registration  rights
agreement" or any similar agreement pursuant to which any person or entity would
have the right or cause,  under any  circumstances,  the registration of Diamond
securities under the Securities Act of 1933, as amended.

                                   Page 5 of 18
<PAGE>
4.10 NO BROKER.  Diamond is not obligated for the payment of fees or expenses of
any broker or finder in connection with the origin,  negotiation or execution of
this  Agreement or in connection  with any  transaction  contemplated  hereby or
thereby.

4.11  TAX-FREE  CAPITALIZATION.  Diamond has not entered  into any  agreement or
engaged  in  any   transaction   which  would  preclude  the  treatment  of  the
transactions contemplated hereby as a tax-free transfer of property to it solely
in exchange for its stock within the meaning of Section 351 of the Code.

4.12  DISCLOSURE;  ACCURACY OF DOCUMENTS  AND  INFORMATION.  Diamond and GP have
disclosed all events, conditions and facts materially affecting the business and
prospects of Diamond or GP.  Diamond and GP have not  withheld  knowledge of any
such events,  conditions or facts which Diamond or GP knows,  or has  reasonable
grounds to know,  may materially  affect  Diamond's  business and prospects.  No
representation,  warranty or statement made by Diamond or GP in this  Agreement,
or any document furnished by Diamond pursuant to the terms of this Agreement, or
otherwise  provided to Diamond or GP, when taken together with this Agreement in
its entirety and all such documents, contains any untrue statement of a material
fact or  omits  to  state  any  material  fact  necessary  in  order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

SECTION 5. COVENANTS OF SELLER AND GP.

5.1 GP'S  OPERATION  OF  BUSINESS  PRIOR TO  CLOSING.  Seller  and GP agree that
between the date of this Agreement and the Closing Date, Seller and GP will:

     5.1.1  Continue  to  operate  the  business  that  is the  subject  of this
Agreement in the usual and ordinary  course and in substantial  conformity  with
all applicable laws, ordinances, regulations, rules, or orders, and will use its
best efforts to preserve its business  organization  and preserve the  continued
operation of its  business  with its  customers,  suppliers,  and others  having
business relations with GP.

     5.1.2 Not assign,  sell, lease, or otherwise  transfer or dispose of any of
the  Assets  used in the  performance  of its  business,  whether  now  owned or
hereafter acquired,  except in the normal and ordinary course of business and in
connection with its normal operation.

     5.1.3 Not issue,  pledge,  or promise any common  stock,  preferred  stock,
options, or warrants of GP other than that disclosed in this agreement.

Seller  and GP know of no fact  that  has  resulted,  or that in the  reasonable
judgment of Seller will result in a material change in the business, operations,
or  assets  of GP that has not been set  forth in this  Agreement  or  otherwise
disclosed to Diamond.

                                  Page 6 of 18
<PAGE>
5.2 ACCESS TO INFORMATION. At reasonable times prior to the Closing Date, Seller
and GP will provide Diamond and its  representatives  with reasonable  access to
the Assets,  titles,  contracts,  and records of GP and furnish such  additional
information concerning GP's business as Diamond from time to time may reasonably
request.

5.3 EMPLOYEE MATTERS.

     5.3.1 Prior to Closing,  GP will  deliver to Diamond a list on Exhibit C of
the names of all persons on the  payroll of GP,  together  with a  statement  of
amounts  paid to each during GP's most recent  fiscal year and amounts  paid for
services from the  beginning of the current  fiscal year to the Closing Date. GP
will also provide Diamond with a schedule of all employee bonus arrangements and
a schedule of other material  compensation or personnel  benefits or policies in
effect. If not in effect they will be outlined in Exhibit C of this agreement.

     5.3.2 Prior to the  Closing  Date,  GP will not,  without  Diamond's  prior
written consent, enter into any material agreement with any employees,  increase
the rate of  compensation  or  bonus  payable  to or to  become  payable  to any
employee,  or effect  any  changes in the  management,  personnel  policies,  or
employee benefits, except in accordance with existing employment practices.

SECTION 6. COVENANTS OF DIAMOND.

6.1  CONDITIONS  AND BEST EFFORTS.  Seller and GP will use their best efforts to
effectuate  transactions  contemplated  by this Agreement and to fulfill all the
conditions of the obligations of Seller and GP under this Agreement, and will do
all acts and things as may be required to carry out their respective obligations
under this Agreement and to consummate and complete this
Agreement.

Diamond agrees on a best efforts basis, to assist GP in raising $400,000 working
capital  and in  immediately  filing  and SB-2  registration  document  for fund
raising,  full  reporting  status and spin-off  purposes to be completed  and in
registration  no later that 120 days from the execution date of this  agreement.
Lou Torres and David Firestone will be copied on all SB-2 filing documentation.

On a best efforts basis,  Diamond understand that it is obligated to perform the
following  three tasks;  (i)  exchange  600 shares of Diamond  Class B Preferred
Stock for all issued and  outstanding  shares of GP; (ii) make available  within
120 days a total of $400,000  to be  utilized  in funding the GP Business  Plan;
(iii) file and SB-2 registration document for full reporting status and spin-off
purposes to be  completed  and in  registration  no later than 120 days from the
execution  date of this  agreement.  Inability  to  accomplish  any one of these
requirements,  at the  option  of GP,  will  result  in  the  rescission  of the
agreement and the return of the respectively exchanged stock.

6.2 CONFIDENTIAL INFORMATION. If for any reason the transactions are not closed,
Diamond will not disclose to third parties any confidential information received
from Seller or GP in the course of  investigating,  negotiating,  and performing
the transactions contemplated by this Agreement.

                                  Page 7 of 18
<PAGE>
SECTION 7.  CONDITIONS  PRECEDENT TO DIAMOND'S  OBLIGATIONS.  The  obligation of
Diamond to purchase the Stock is subject to the fulfillment,  prior to or at the
Closing Date, of each of the following  conditions,  any one or portion of which
may be waived in writing by Diamond:

7.1 Diamond, after inspection of GP's premises, operations,  financial and other
affairs,  as provided in Paragraph 5,  approves of the  condition and affairs of
the Assets or financial results;

7.2 Diamond, on the Closing Date, shall receive all the Stock of Seller free and
clear of any liens, encumbrances or other obligations;

7.3 All  representations  and warranties made in this Agreement by Seller and GP
shall be true as of the Closing Date as fully as though such representations and
warranties  had been made on and as of the Closing Date,  and, as of the Closing
Date,  neither Seller nor GP shall have violated or shall have failed to perform
in accordance with any covenant contained in this Agreement.

7.4 There shall have been no material  adverse change in the manner of operation
of GP's business prior to the Closing Date.

7.5 At the Closing Date no suit,  action,  or other  proceeding  shall have been
threatened  or  instituted  to  restrain,   enjoin,  or  otherwise  prevent  the
consummation of this Agreement or the contemplated transactions.

SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND GP. The obligations
of Seller and GP to consummate the  transactions  contemplated by this Agreement
are subject to the fulfillment,  prior to or at the Closing Date, of each of the
following condition:

8.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF PURCHASER. All representations
and warranties made in this Agreement by Diamond shall be true as of the Closing
Date as fully as though such representations and warranties had been made on and
as of the Closing  Date,  and Diamond  shall not have violated or shall not have
failed to perform in accordance with any covenant contained in this Agreement.

SECTION 9. DIAMOND'S ACCEPTANCE. Diamond represents and acknowledges that it has
entered  into  this  Agreement  on the  basis of its own  examination,  personal
knowledge,  and opinion of the value of the business.  Diamond has not relied on
any representations made by Seller other than those specified in this Agreement.

                                  Page 8 of 18
<PAGE>
SECTION 10. INDEMNIFICATION AND SURVIVAL.

10.1  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  All  representations  and
warranties  made in this Agreement  shall survive the Closing of this Agreement,
except that any party to whom a representation  or warranty has bee made in this
Agreement  shall be deemed to have  waived  any  misrepresentation  or breach of
representation  or warranty of which such party had knowledge  prior to Closing.
Any  party  learning  of a  misrepresentation  or breach  of  representation  or
warranty under this Agreement shall  immediately  give written notice thereof to
all other parties to this Agreement.  The representations and warranties in this
Agreement  shall  terminate  two (2)  years  from  the  Closing  Date,  and such
representations  or  warranties  shall  thereafter  be without  force or effect,
except any claim with  respect to which notice has been given to the party to be
charged prior to such expiration date.

10.2 GP'S  INDEMNIFICATION.  GP hereby agrees to indemnify and hold Diamond, its
successors, and assigns harmless from and against:

     10.2.1 Any and all claims,  liabilities,  and obligations of every kind and
description, contingent or otherwise, arising out of or related to the operation
of GP's business.

     10.2.2  Any and all  damage  or  deficiency  resulting  from  any  material
misrepresentation,  breach of warranty or covenant,  or  non-fulfillment  of any
agreement on the part of Seller and GP under this Agreement.

10.3 DIAMOND'S  INDEMNIFICATION.  Diamond agrees to defend,  indemnify, and hold
harmless Seller from and against:

     10.3.1 Any and all claims,  liabilities,  and obligations of every kind and
description arising out of or related to the operation of the business following
Closing

     10.3.2  Any and all  damage  or  deficiency  resulting  from  any  material
misrepresentation,  breach of warranty or covenant,  or  non-fulfillment  of any
agreement on the part of Diamond under this Agreement.

SECTION 11. CLOSING.

11.1  DATE.  This  Agreement  shall be closed as soon as  practicable  after (i)
completion of the due diligence  investigation  contemplated;  (ii) execution of
this  Agreement;  (iii)  satisfaction  of all conditions to closing set forth in
this  Agreement;  and  (iv)  receipt  of any  required  approvals  under  Nevada
corporate law and any other required  regulatory  approvals.  If Closing has not
occurred on or prior to April 10,  1999,  then any party may elect to  terminate
this Agreement. If, however, the Closing has not occurred because of a breach of
contract by one or more  parties,  the  breaching  party or parties shall remain
liable for breach of contract.

                                  Page 9 of 18
<PAGE>
11.2  OBLIGATIONS  OF  SELLER  AND  GP  AT  THE  CLOSING.  At  the  Closing  and
coincidentally  with the  performance  by Diamond of its  obligations  described
herein, Seller and GP shall deliver to Diamond
the following:

     11.2.1 All documents  specified in the Exhibits referred to herein with the
exception of GP's Stock Option Plan to be  determined  by GP's current  board of
directors: Jeff Dalton, David Firestone, David Holifield, and Louis Torres.

11.3 All documents which are required to effect transfer to Diamond the GP Stock
described herein,  including a certificate representing 100% of the common stock
of GP.

11.4  OBLIGATIONS OF DIAMOND AT THE CLOSING.  At the Closing and  coincidentally
with the  performance by Seller and GP of their  obligations  described  herein,
Diamond shall deliver to Seller the following:

     11.4.1  Certificate for six hundred (600) shares of Class B Preferred Stock
in Diamond Equities Inc. Each share of Class B Preferred Stock converts into one
thousand (1,000) shares of common stock in Diamond Equities Inc.

SECTION 12. MISCELLANEOUS PROVISIONS.

12.1 AMENDMENT AND  MODIFICATION.  Subject to applicable law, this Agreement may
be amended,  modified, or supplemented only by a written agreement signed by all
of the parties hereto.

12.2 NOTICES. All notices, requests,  demands, and other communications required
or permitted  hereunder  will be in writing and will be deemed to have been duly
given when  delivered  by hand or two days after being  mailed by  certified  or
registered mail, return receipt requested, with postage prepaid:

   If to Diamond, to:                       Copy to:

   David D. Westfere, President             A.F. Schaffer, P.C.
   Diamond Equities, Inc.                   2700 N. Central Avenue, Suite 1500
   2010 E. University Drive, Suite 3        Phoenix, AZ 85004
   Tempe, AZ 85281

   If to Seller, to:                        Copy to:

   David Firestone, President               Louis Torres, Secretary
   GoProfit.Com, Inc.                       GoProfit.Com, Inc.
   1801 Century Park East, Suite 1225       3760 Via Pacifica Walk
   Los Angeles, CA 90067                    Oxnard, CA 93035-2227

                                  Page 10 of 18
<PAGE>
12.3 ATTORNEY  FEES. In the event an  arbitration,  suit or action is brought by
any party under this  Agreement  to enforce  any of its terms,  or in any appeal
therefrom,  it is  agreed  that  the  prevailing  party  shall  be  entitled  to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.

12.4 LAW  GOVERNING.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of Nevada.

12.5  COMPUTATION  OF TIME.  In  computing  any period of time  pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be  included,  unless it is a Saturday,  Sunday or a
legal  holiday,  in which  event the period  shall  begin to run on the next day
which is not a Saturday, Sunday or legal holiday.

12.6 TITLES AND  CAPTIONS.  All section  titles or  captions  contained  in this
Agreement are for  convenience  only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.

12.7  PRONOUNS AND PLURALS.  All pronouns and any  variations  thereof  shall be
deemed to refer to the masculine,  feminine,  neuter,  singular or plural as the
identity of the person or persons may require.

12.8 ENTIRE AGREEMENT.  This Agreement contains the entire understanding between
and among the parties and  supersedes  any prior  understandings  and agreements
among them  respecting the subject matter of this  Agreement.  Any amendments to
this  Agreement  must  be in  writing  and  signed  by the  party  against  whom
enforcement of that amendment is sought.

12.9  AGREEMENT  BINDING.  This  Agreement  shall be  binding  upon  the  heirs,
executors, administrators, successors and assigns of the parties hereto.

12.10 ARBITRATION. If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the Agreement, and
the  meaning  and  construction  hereof,  every such  dispute,  difference,  and
disagreement  shall be referred to a single  arbiter agreed upon by the parties,
or if no single  arbiter can be agreed  upon,  an arbiter or  arbiters  shall be
selected in accordance  with the rules of the American  Arbitration  Association
and such dispute, difference, or disagreement shall be settled by arbitration in
accordance with the then prevailing commercial rules of the American Arbitration
Association,  and judgment upon the award rendered by the arbiter may be entered
in any court having jurisdiction thereof.

12.11 PRESUMPTION.  This Agreement or any Section thereof shall not be construed
against any party due to the fact that said Agreement or any Section thereof was
drafted by said party.

                                  Page 11 of 18
<PAGE>
12.12  FURTHER  ACTION.  The  parties  hereto  shall  execute  and  deliver  all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purpose of the Agreement.

12.13 COUNTERPARTS.  This Agreement may be executed in several  counterparts and
all so  executed  shall  constitute  one  Agreement,  binding on all the parties
hereto even though all the parties are not
signatories to the original or the same counterpart.

12.14  PARTIES IN  INTEREST.  Nothing  herein  shall be  construed  to be to the
benefit of any third party,  nor is it intended that any provision  shall be for
the benefit of any third party.

12.15 SAVINGS CLAUSE. If any provision of this Agreement,  or the application of
such  provision  to any  person  or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected thereby.

The following  parties  hereby agree and approve all of the terms and conditions
of this Agreement, by signing where indicated.

GP:                                       Diamond:
GOPROFIT                                  DIAMOND EQUITIES, INC.
a Nevada corporation                      a Nevada corporation



By: /s/ David Firestone                 By: /s/ David D. Westfere
   -------------------------------         ----------------------------------
    David Firestone, President             David D. Westfere, President & CEO



By: /s/ Louis Torres                    By: /s/ Todd D. Chisholm
   -------------------------------         ----------------------------------
    Louis Torres, Secretary/Treasurer      Todd D. Chisholm, Secretary/Treasurer


                                  Page 12 of 18
<PAGE>
--------------------------------------------------------------------------------
Seller:
SHAREHOLDERS OF GOPROFIT




By: /s/                                      By: /s/ David Firestone
   -------------------------------              --------------------------------
   GlobalVest Financial, Inc. (400,000)         David Firestone (400,000)


        For and on behalf of
By: /s/ VICKERY LIMITED-Director             By: /s/ Jeff Dalton
   -------------------------------              --------------------------------
     Hane Development LTD (400,000)             Jeff Dalton (400,000)



By: /s/ Louis Torres                         By: /s/ David Holifield
   -------------------------------              --------------------------------
     Louis Torres (400,000)                     David Holifield (400,000)


By: /s/
   -------------------------------
     For and on behalf of
       WOODWARD LIMITED-Director

                                  Page 13 of 18
<PAGE>


                                    EXHIBIT A


                   FINANCIAL STATEMENTS OF GOPROFIT.COM, INC.



                                  SEE ATTACHED


                                  Page 14 of 18
<PAGE>



                                    EXHIBIT B


                                LIST OF CONTRACTS



     Inktomi Corporation Information Services Agreement Date Feb. 18th, 1999




                                  Page 15 of 18
<PAGE>
                                    EXHIBIT C


                                LIST OF EMPLOYEES



Name                     Social Security Number              Monthly Rate of Pay
----                     ----------------------              -------------------
1.  David Firestone           ###-##-####                          $5,000

2.  Jeff Dalton               ###-##-####                          $7,500

3.  Louis Torres              ###-##-####                          $6,500

4.  David Holifield           ###-##-####                          $7,500



      GP OPTION PLAN TO BE COMPLETED AFTER MERGER BUT ALLOCATED AS FOLLOWS:

245,000     GP Shares for Management Stock Option Pool
245,000     GP Shares for Consultants/Professional Services Stock Option Pool
245,000     GP Shares for Employee/Private Contractor Stock Option Pool


                                  Page 16 of 18
<PAGE>



                                    EXHIBIT D


                        GOPROFIT.COM, INC. BUSINESS PLAN



                                  SEE ATTACHED


                                  Page 17 of 18
<PAGE>



                                    EXHIBIT E


               EMPLOYEE / CONSULTANTS INCENTIVE STOCK OPTION PLAN



                         TO BE PROVIDED UPON COMPLETION


                                  Page 18 of 18