STOCK PURCHASE AGREEMENT
                       SALE OF MILITARY RESALE GROUP, INC.




                                    SELLERS:
                                    -------

                 The Shareholders of Military Resale Group, Inc.
                                  Named Herein


                                   PURCHASER:
                                   ---------

                            Bactrol Technologies, Inc.







                          DATED as of October 10, 2001






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                            STOCK PURCHASE AGREEMENT


         STOCK  PURCHASE  AGREEMENT  (the  "Agreement"),  executed  and dated on
October 10, 2001,  by and between THE  SHAREHOLDERS  OF MILITARY  RESALE  GROUP,
INC., a Maryland  corporation  ("MRG"),  WHO EXECUTE A SELLER  SIGNATURE PAGE TO
THIS  AGREEMENT  IN THE FORM OF  EXHIBIT  A  ATTACHED  HERETO  (individually,  a
"Seller" and collectively,  the "Sellers"),  BACTROL  TECHNOLOGIES,  INC., a New
York corporation or assigns  ("Purchaser"),  and GUY GALLUCIO, an individual and
officer of Purchaser  ("Gallucio"),  for the purposes of Articles V and VI only,
and MRG, for the purposes of Articles III and IV only.

                              W I T N E S S E T H :

         WHEREAS, the Sellers own One Hundred Percent (100%) of the total number
of shares of common stock of MRG issued and outstanding (the "MRG Stock"); and

         WHEREAS, Purchaser is a non-operating public corporation shell, without
substantial current assets; and

         WHEREAS,  the  Sellers  wish to sell the MRG  Stock to  Purchaser,  and
Purchaser wishes to purchase such MRG Stock from the Sellers, upon the terms and
conditions  herein set forth,  and the parties deem it advisable  that this sale
and purchase should occur; and

         NOW,  THEREFORE,  in consideration of the premises,  mutual  covenants,
terms, conditions, representations and warranties set forth herein, the parties,
intending to be legally bound, hereby agree as follows:


                                    ARTICLE I
                                TRANSFER OF STOCK

         SECTION  1.1  TRANSFER  OF  STOCK.  On the  terms  and  subject  to the
conditions contained in this Agreement,  including  Purchaser's agreement to pay
the  Purchase  Price for the MRG Stock,  at the  closing  under  this  Agreement
("Closing"),  the Sellers shall sell, convey, assign,  transfer,  contribute and
deliver to Purchaser, and Purchaser shall purchase,  receive, accept and acquire
from the Sellers, the MRG Stock.

         SECTION 1.2 PURCHASE  PRICE. As  consideration  for the purchase of the
MRG Stock,  Purchaser  shall  issue to the  Sellers  one share of common  stock,
$0.0001 par value, of Purchaser  ("Purchaser Stock") for each share of MRG Stock
delivered  to  Purchaser in  accordance  with Section 1.3 hereof (the  "Purchase
Price").

         SECTION  1.3  PAYMENT OF PURCHASE  PRICE.  At the  Closing  (defined in
Section  2.1  below),  the  Sellers  shall  deliver  each share of the MRG Stock
(properly  endorsed)  to the  Settlement  Attorney



<PAGE>

(as defined in Section 2.1 below), and in exchange therefor the Purchaser shall
issue to the Sellers one share of Purchaser Stock for each share of the MRG
Stock delivered to Settlement Attorney.



                                   ARTICLE II
                                    CLOSING

         SECTION 2.1 CLOSING  DATE.  The Closing shall be held at the offices of
Pryor  Cashman  Sherman & Flynn LLP, 410 Park Avenue,  10th Floor,  New York, NY
10022  ("Settlement  Attorney"),  at 10:00 a.m.  local time, on October 24, 2001
(the "Closing Date"), or such later date which is not later than 2 business days
after  the  Purchaser  obtains   shareholder   approval  to  file  the  Restated
Certificate  of  Incorporation  of Purchaser in the form proposed by Purchaser's
board of directors.

         SECTION 2.2       DELIVERIES BY PURCHASER.

         2.2.1 TRANSFER PRICE. At Closing, Purchaser shall deliver to Settlement
Attorney stock  certificates for Purchaser Stock properly  endorsed for transfer
and assignment to the Sellers, in accordance with Section 1.3. above.

         SECTION 2.3 DELIVERIES BY THE SELLERS.

         2.3.1  STOCK  CERTIFICATES;  POSSESSION  AND CONTROL OF  PURCHASER.  At
Closing,  the Sellers shall deliver to Purchaser stock  certificates for the MRG
Stock  properly   endorsed  for  transfer  and  assignment  to  Purchaser,   and
simultaneously  with  such  delivery,  Sellers  shall  take  such  steps  as are
necessary to put Purchaser in actual  possession  and operating  control of MRG,
including  but not limited to providing  Purchaser  with all original  books and
records of MRG.


                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF MRG

         To induce Purchaser to acquire the MRG Stock and to tender the Purchase
Price and other  consideration  to the Sellers  pursuant to this Agreement,  MRG
hereby represents and warrants to Purchaser, as of the date hereof and as of the
Closing Date, as follows:

         SECTION 3.1 ORGANIZATION AND GOOD STANDING. MRG is a corporation,  duly
organized,  validly existing and in good standing under the laws of the State of
Maryland.  MRG has no subsidiary or affiliated  companies.  MRG has the power to
carry on its business as and where  conducted  and is entitled to own,  lease or
operate its business assets. MRG does not own any property or assets or carry on
any business in any  jurisdiction  such as to require it to qualify as a foreign
corporation in such  jurisdiction  except those states, if any, in which MRG has
so registered. MRG has delivered to Purchaser complete and correct copies of its
Articles of Incorporation,  as amended, and Bylaws, as amended, and in effect on
the date of this  Agreement.  As of the  Closing  Date  the  entire  issued  and
outstanding  capital  stock of MRG shall  consist of the shares of common  stock
referred to in Schedule 3.1 held by the  Sellers,  and MRG shall not, as of such
date,  have any



                                       2
<PAGE>

outstanding stock options, warrants, or other obligations to issue its capital
stock, except as listed on Schedule 3.1.


         SECTION 3.2  AUTHORIZATION  OF AGREEMENT.  This Agreement and all other
agreements  and  instruments  to be executed by MRG in connection  herewith have
been authorized by all requisite  corporate action on the part of MRG, have been
duly executed and delivered by MRG and constitute  the legal,  valid and binding
obligation of MRG enforceable in accordance with their respective terms,  except
as the  enforceability  thereof  may be  limited  by  bankruptcy  or other  laws
relating to or affecting creditors' rights generally or by equitable principles.

         SECTION 3.3 OWNERSHIP OF SHARES. The capitalization of MRG is set forth
on Schedule 3.1. The  shareholders  listed on Schedule 3.1 are the lawful owners
of  all  issued  and  outstanding   shares  of  capital  stock  of  MRG  in  the
denominations  therein set forth.  Each issued  share is validly  issued,  fully
paid,  nonassessable  and each  outstanding  share is entitled  to one vote.  No
shares were issued in violation  of  pre-emptive  rights.  Such shares are owned
free  and  clear  of  all  liens,   mortgages,   pledges,   security  interests,
restrictions, prior assignments, spouses' rights, encumbrances and claims of any
kind or  nature  whatsoever,  except  as set forth on  Schedule  3.1.  As of the
Closing Date, MRG shall not have any  outstanding  stock options,  warrants,  or
other obligations to issue its capital stock, except as listed Schedule 3.1.

         SECTION 3.4  FINANCIAL  STATEMENTS.  MRG has delivered to Purchaser the
following  audited  financial  statements for the years ending December 31, 1999
and December 31, 2000:

                           (a)  Balance Sheet
                           (b)  Statement of Operations
                           (c)  Statement of Shareholders' Equity


         All such financial reports are true and complete as of their respective
dates, and have been prepared in accordance with generally  accepted  accounting
principles and practices consistently applied,  except as otherwise indicated in
the footnotes  thereto.  Such reports sets forth fairly and accurately as of its
date MRG's financial condition, results in operations and assets and liabilities
for the period  then  ended.  Except as set forth on  Schedule  3.4, on the date
hereof  and as of the  Closing  Date,  there is and will have  been no  material
adverse change in the condition of MRG since December 31, 2000.

         SECTION 3.5  LITIGATION.  Except as listed on Schedule 3.5, there is no
claim,  action,  investigation,  suit or proceeding of any nature pending before
any court or  governmental  agency,  authority  or body and,  to the best of the
knowledge  of  MRG,  there  is no such  claim,  action,  investigation,  suit or
proceeding  threatened or  contemplated  by any third party which, if it were to
result in a decision  adverse to MRG, would  materially and adversely affect the
business  operations,  properties,  assets or conditions of MRG. Neither MRG nor
its  business  and assets  are  subject to or  directly  affected  by any order,
judgment,  decree or ruling of any court or governmental  agency,  except any of
the foregoing as they may be of general  application  to  businesses  similar to
that conducted by MRG.


                                       3
<PAGE>


         SECTION 3.6 NO CONFLICT WITH OTHER INSTRUMENTS. As of the Closing Date,
the  consummation  of the  transactions  contemplated by this Agreement will not
result in the breach of any term or provision of or  constitute a default  under
any  indenture,  mortgage,  deed  of  trust,  or  other  material  agreement  or
instrument to which MRG is a party.

         SECTION 3.7  INSURANCE.  MRG  maintains  in full force and effect valid
policies of fire and extended  coverage  casualty  insurance with respect to its
assets,  as  well  as  valid  policies  of  public  liability  and  unemployment
compensation with respect to its business.

         SECTION 3.8 LICENSES AND PERMITS; GOVERNMENTAL AUTHORIZATIONS.  MRG has
all   licenses,   franchises,   permits,   approvals   and  other   governmental
authorizations necessary for the conduct of its business operations.

         SECTION 3.9  SUBSIDIARIES;  INTERESTS IN OTHER COMPANIES.  MRG does not
own, directly or indirectly, voting stock or other interests in any corporation,
partnership, joint venture, business trust or other business entity.

         SECTION 3.10 ABSENCE OF UNDISCLOSED  LIABILITIES.  To the best of MRG's
knowledge, except as set forth on Schedule 3.10 or otherwise disclosed herein or
in the Schedules  hereto  (including  under the contracts listed on Schedule 1.1
hereof),  (a) MRG has no liabilities of any nature,  whether accrued,  absolute,
contingent or otherwise  arising out of transactions  entered into, or any state
of facts  existing  prior  hereto,  (b) neither MRG nor the Sellers  know of any
basis for the assertion against MRG, as of Closing  hereunder,  of any liability
of any nature or in any amount not herein  disclosed in writing to Purchaser and
(c) the books and records of MRG provided by MRG to Purchaser are true,  correct
and  accurate  records of the  operations  of MRG,  it being  understood  by the
parties hereto that any  conclusions  drawn from same shall be Purchaser's  sole
responsibility and that neither MRG nor the Sellers shall have no liability with
regard to such conclusions.

         SECTION  3.11  TAXES/GOOD  STANDING.  MRG has  filed  or will  file all
federal,  state, local, foreign and other tax returns and reports required to be
filed by it prior to the date of Closing  hereof,  and,  to the best of Sellers'
knowledge, such returns are true and correct. MRG has paid all taxes shown to be
due and  payable on such  returns and  reports  and any  additional  assessments
relating  thereto,  which  have been made prior to the date  hereof.  MRG has no
federal, state, local or foreign income tax or other liabilities outstanding for
any year with  respect to which a tax return was due  (taking  into  account all
extensions  of time to file said returns)  prior to the date of Closing  hereof,
and has no reason to anticipate  any material  adjustment in its taxable  income
for any year.

         SECTION 3.12  COMPLIANCE  WITH LAW, ETC. MRG is in material  compliance
with its  Articles of  Incorporation  and  By-Laws  and, is not in breach of any
material  provision of any contract or agreement  with any third party.  MRG, to
best  of its  knowledge,  has  complied  in  all  material  respects,  and is in
compliance  in all  material  respects  with  all  statutes,  laws,  ordinances,
regulations and other requirements  applicable to it. The execution and delivery
of this Agreement and the consummation of the transactions  contemplated  herein
will not conflict  with, or result in any breach


                                       4
<PAGE>

or violation of or constitute a default under MRG's Articles of Incorporation or
By-Laws,  or, to the best of MRG's  knowledge,  any agreement or,  instrument to
which  it is a party  or by which  it is  bound,  or to the  best of  MRG's  and
Seller's  knowledge,  violate or conflict  with,  any statute,  law,  ordinance,
regulation or other requirement applicable to MRG.

         SECTION  3.13  PENSION  PLANS,  EMPLOYEES,  ETC.  There are no pension,
profit sharing, bonus, deferred compensation,  retirement, stock option or stock
purchase  plans  covering  any of MRG's  employees,  and  there  are no  current
employees  of MRG which  Purchaser  shall be required to employ or  otherwise be
responsible for in any way.

         SECTION 3.14 INFORMATION. To the best knowledge, information and belief
of  MRG,  the  representations,  warranties  and  statements  contained  in this
Agreement  or  attached  hereto  as a  Schedule  with  respect  to MRG  and  the
transactions  contemplated herein contain no untrue statement of a material fact
and do not  omit to  state a  material  fact  necessary  in  order  to make  the
statements  contained  herein not misleading.  MRG does not know of any fact not
known to the  general  public  that  will  result  in a  material  change in the
business,  operations,  properties or assets of MRG, that has not been set forth
in this Agreement or in the written  information  provided by MRG or the Sellers
to Purchaser in connection with this Agreement.

                                  ARTICLE IIIA
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         The Sellers, severally but not jointly, hereby represent and warrant to
Purchaser, as of the date hereof and as of the Closing Date, as follows:

         SECTION  3.1A TITLE TO MRG STOCK.  The MRG Stock is owned of record and
beneficially by such Seller,  and Seller holds good,  valid and marketable title
to its MRG Stocks. Such Seller possesses full authority and legal right to sell,
transfer and assign the entire legal and beneficial  ownership of its MRG Stock,
free  and  clear  of  all  liens,   encumbrances,   pledges,   charges,  claims,
restrictions, or other interests of any nature of any person or entity.

         SECTION  3.2A  INVESTOR   REPRESENTATIONS.   Seller  is  acquiring  the
Purchaser  Stock for  investment in his own account and not with the view to the
distribution or resale thereof. Seller has carefully and independently evaluated
the merits of the  transactions  contemplated  by this Agreement and is entering
into this Agreement based upon such Seller's own  independent  assessment of the
merits of the transactions  contemplated by this Agreement, with and upon advice
of independent counsel.

         SECTION  3.3A  AUTHORIZATION  OF  AGREEMENT.  Seller has all  requisite
power, authority and capacity to enter into this Agreement and to perform his or
her  obligations  hereunder.  This  Agreement  constitutes  a valid and  legally
binding  obligation of such Seller  enforceable  in  accordance  with its terms,
except as the enforceability  thereof may be limited by bankruptcy or other laws
relating to or affecting creditors' rights generally or by equitable principles.


                                       5
<PAGE>


                                   ARTICLE IV
                   ADDITIONAL COVENANTS AND AGREEMENTS OF MRG

     MRG hereby  covenants and agrees to the following,  the fulfillment of each
of which shall constitute,  at and as of the Closing Date, a condition precedent
to the obligations of Purchaser hereunder:

     SECTION 4.1 EXISTENCE,  RIGHTS AND  FRANCHISES.  From and after the date of
this  Agreement and until the Closing Date, MRG shall comply with all applicable
laws and  regulations,  take all  necessary  actions  to keep in full  force and
effect its existence, rights and franchises, and shall not amend its articles of
incorporation  or bylaws except as may be necessary to carry out the  provisions
of this Agreement.

     SECTION 4.2 CONDUCT OF BUSINESS BEFORE THE CLOSING. From and after the date
of this Agreement and until the Closing Date:

            (a) DILIGENT CONDUCT. Except as consented to by Purchaser, MRG shall
conduct its business  diligently in the ordinary course.  MRG shall use its best
efforts to preserve  its  business  organization  intact,  to keep  available to
Purchaser the services of MRG's present officers and to preserve for the benefit
of  Purchaser  the  goodwill of MRG's  suppliers,  customers  and others  having
business relations with MRG.

            (b) PROPERTIES AND ASSETS.  MRG shall not, without the prior written
consent of  Purchaser,  sell or transfer  any of its  assets,  other than in the
ordinary  course of  business  or  subject  any of its  assets to any  mortgage,
pledge, lien, charge or encumbrance of any kind.

            (c) CONTRACTS; LIABILITIES. MRG shall not, without the prior written
consent of Purchaser:  (i) amend, alter or terminate any contract to which it is
a part except in the ordinary  course of  business,  (ii) enter into or become a
party to any  plan,  contract  or  agreement  except in the  ordinary  course of
business; (iii) borrow or agree to borrow any funds, or otherwise become subject
to, by way of guarantee or otherwise, any obligations or liability except in the
ordinary  course of business and consistent  with past practice;  or (iv) pay or
discharge any claim,  liability or obligation,  except in the ordinary course of
business and consistent with past practice.

            (d) INSURANCE.  MRG shall  continue in force its existing  insurance
policies as set forth on Schedule 4.2(d), subject only to variations in coverage
amounts required by the ordinary operation of its business.

            (e)  DISTRIBUTIONS.  Except as set forth on Schedule  4.2(e) hereto,
MRG shall not make any distributions with respect to or in redemption or partial
redemption  of any  of its  shares  of  capital  stock,  or any  payment  of any
indebtedness  to shareholders or any bonus or other increases


                                       6
<PAGE>

in compensation to employees,  including  without  limitation  employees who are
shareholders, except compensation in the ordinary course of business.

        SECTION 4.3 ACCESS AND INFORMATION. MRG will afford to Purchaser and its
counsel,  accountants and other representatives  reasonable access to the books,
records  and  assets of MRG and shall  furnish  to  Purchaser  and its  counsel,
accountants  and other  representatives  all  information  which  Purchaser  may
reasonably request.

                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         The Purchaser and Gallucio, jointly and severally represent and warrant
to the Sellers as follows:

        SECTION 5.1  ORGANIZATION  AND GOOD  STANDING;  CAPITAL.  Purchaser is a
corporation  duly organized and validly  existing and in good standing under the
laws of the  State  of New  York.  Purchaser  has no  subsidiary  or  affiliated
companies.  Purchaser  has the  power  to  carry on its  business  as and  where
conducted,  and is  entitled  to own,  lease or  operate  its  business  assets.
Purchaser  has  delivered to MRG complete and correct  copies of the articles of
incorporation,  as amended,  and bylaws of Purchaser as in effect on the date of
this  Agreement.  As of the  Closing  Date,  the entire  issued and  outstanding
capital stock of Purchaser  shall consist of the shares of common stock referred
to in Schedule 5.1 held by the  shareholders  of Purchaser,  and Purchaser shall
not, as of such date,  have any  outstanding  stock  options,  warrants or other
obligations to issue its capital stock except as listed on Schedule 5.1.

        SECTION 5.2  AUTHORIZATION  OF AGREEMENT.  This  Agreement and all other
agreements and instruments to be executed in connection  herewith have been duly
authorized by all  requisite  corporate  and  shareholder  action on the part of
Purchaser, have been duly executed and delivered by Purchaser and constitute the
legal,  valid and binding  obligations  of Purchaser,  enforceable in accordance
with their respective terms, except as the enforceability thereof may be limited
by bankruptcy or other laws relating to or affecting creditors' rights generally
or by equitable principles.

        SECTION 5.3 ISSUANCE OF PURCHASER  STOCK.  Purchaser  has full power and
authority to issue the Purchaser Stock to the Sellers under this Agreement. When
issued,  the  Purchaser  Stock  will be fully  paid,  nonassessable,  each share
entitled  to one (1) vote,  free and  clear of all  liens,  mortgages,  pledges,
security interests, restrictions, prior assignments,  encumbrances and claims of
any kind or nature whatsoever.

         SECTION 5.4 SEC DOCUMENTS;  ABSENCE OF CERTAIN  CHANGES.  Purchaser has
made  available  to MRG a true  and  complete  copy  of each  report,  schedule,
registration  statement and definitive  proxy  statement filed by Purchaser with
the  Securities  Exchange  Commission  ("SEC")  since  January 10, 2001 (as such
documents have since the time of their filing been amended, the



                                       7
<PAGE>

"SEC Documents")  which are all the documents (other than preliminary  material)
that  Purchaser  was required to file with the SEC since such date.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the Securities  Act of 1933 or the  Securities  Exchange Act of
1934, as the case may be, and the rules and  regulations  of the SEC  thereunder
applicable to such SEC  Documents  and none of the SEC  Documents  contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances  under which they were made,  not  misleading.  The financial
statements  of  Purchaser   included  in  the  SEC  Documents  (the   "Financial
Statements")  comply  as to  form  in  all  material  respects  with  applicable
accounting  requirements and with the published rules and regulations of the SEC
with respect thereto,  have been prepared in accordance with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except as may be  indicated  in the note  thereto or, in the case of  unaudited
statements,  as permitted by Form 10-Q of the SEC) and fairly present  (subject,
in the case of unaudited statements,  to normal recurring audit adjustments) the
consolidated  financial  position of Purchaser  as at the dates  thereof and the
consolidated  results  of the  operations  and cash flows for the  periods  then
ended.  Except as disclosed in the SEC Document  filed prior to the date of this
Agreement or on Schedule 5.4 attached  hereto,  the  Purchaser has conducted its
business  only in the  ordinary  and usual  course,  and, as of the date of this
Agreement  and the  Closing,  there  has not been any  transaction,  commitment,
dispute or other event or condition  (financial  or  otherwise) of any character
individually or in the aggregate having (or which,  insofar as reasonably can be
foreseen in the future,  is reasonably likely to have) a material adverse effect
on Purchaser.

        SECTION 5.5  LITIGATION.  Except as set forth on Schedule 5.5, as of the
Closing Date there are no claims, actions, investigations,  suits or proceedings
pending before any court or governmental  agency,  authority or body and, to the
best of the  knowledge  of  Purchaser,  there  are no  such  actions,  suits  or
proceedings threatened or contemplated by any third party which would materially
and adversely affect the business operations,  properties,  assets or conditions
of  Purchaser.  Neither  Purchaser nor its business and assets are subject to or
directly  affected  by any  order,  judgment,  decree  or ruling of any court or
governmental  agency,  except  any of the  foregoing  as they may be of  general
application to businesses similar to that conducted by Purchaser.

        SECTION 5.6 NO CONFLICT WITH OTHER INSTRUMENTS.  As of the Closing Date,
the  consummation  of the  transactions  contemplated by this Agreement will not
result in the breach of any term or provision of or  constitute a default  under
any  indenture,  mortgage,  deed  of  trust,  or  other  material  agreement  or
instrument to which Purchaser is a party.

        SECTION 5.7  EMPLOYEE  RELATIONS.  Except as set forth in Schedule  5.7,
Purchaser  has  no  written   employment   agreements,   collective   bargaining
agreements,  retirement, welfare, pension, profit sharing, compensation,  bonus,
hospitalization, vacation or other employee benefit plan, practice, agreement or
undertaking,  and no oral employment  contracts  obligating Purchaser beyond the
minimum  requirements  imposed on an employer under  applicable state or federal
law. Except as set forth on Schedule 5.7,  Purchaser has not ceased operation at
any facility or withdrawn from




                                       8
<PAGE>

or terminated any pension plan or other employee  benefit plan in a manner which
could subject it to liability under the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA").

        SECTION 5.8 LIABILITIES AND CONTRACTUAL COMMITMENTS. Except as reflected
on the financial  statements  listed in Section 5.4 or in any other  schedule or
exhibit to, or provisions of this  Agreement,  Purchaser has no  undisclosed  or
contingent liabilities or contractual  commitments,  whether accrued,  absolute,
contingent  or  otherwise,  to any third party or any  shareholder,  director or
employee of Purchaser, other than those set forth on Schedule 5.8.

        SECTION 5.9 TAX PAYMENTS.  Purchaser has timely filed all federal, state
and local tax returns  required to be filed as of the date of this Agreement and
shall timely file all of such returns as of the Closing Date, and has fully paid
or shall pay all  taxes,  penalties  and  interest  reflect  on such  returns or
otherwise owing for the period covered thereby,  except as set forth in Schedule
5.9. At the Closing Date there shall be no federal, state or local taxes due and
payable with respect to the business and assets of Purchaser with respect to any
tax reporting  period ending on or before the Closing  Date.  Adequate  accruals
shall have been  established on the books of Purchaser prior to the Closing Date
for all federal,  state and local taxes  (including  taxes, if any,  incurred by
Purchaser in  connection  with the  transactions  contemplated  in this Plan and
Agreement of Merger) accrued prior to the Closing Date but unpaid.  No extension
of time for the assessment of taxes by any taxing authority having  jurisdiction
over  Purchaser is in effect,  and Purchaser has no knowledge of any  unassessed
tax deficiency proposed or threatened against it.

        SECTION  5.10  INSURANCE;  CLAIMS.  Purchaser  has  maintained  and  now
maintains in full force and effect valid policies of fire and extended  coverage
casualty  insurance  with  respect to its assets,  as well as valid  policies of
public  liability and  unemployment  compensation  insurance with respect to its
business,  in the amounts as is usually carried by companies  engaged in similar
businesses and owning or operating similar  properties,  all such policies being
set  forth on  Schedule  5.10.  All  claims  filed by  Purchaser  under any such
policies,  including without limitation workers' compensation,  automobile,  and
general and product liability claims, are set forth on Schedule 5.10.

        SECTION 5.11 EQUIPMENT LEASES; TITLE TO PROPERTIES. Purchaser has and on
the Closing Date will have leases for all  personal  property of which it is the
lessee.  All  such  personal  property  leases  are  listed  on  Schedule  5.11.
Furthermore,  Purchaser has and on the Closing Date will have to the best of its
knowledge  good  and  marketable  title  to all of the  equipment,  merchandise,
inventory,  materials,  supplies,  assets  and  other  property  of every  kind,
tangible or intangible,  used in its business  and/or  contained in its offices,
plants  and other  facilities  or shown as assets  in its  records  and books of
account,  free and clear of all material liens,  encumbrances and charges except
as set forth on Schedule 5.11.

        SECTION 5.12 REAL PROPERTY; LEASES AND CONTINGENT OBLIGATIONS. As of the
Closing Date, Purchaser does not own (and, except as set forth on Schedule 5.12,
never has owned) any land or buildings,  and is not subject to any liens, claims
or  encumbrances  with regard to any land or buildings.  Purchaser has no leases
under which it is entitled to occupy and use in its business. All


                                       9
<PAGE>

real property  leases and contracts to which Purchaser is a party or by which it
is bound are set forth on Schedule 5.12.

        SECTION 5.13 LICENSES AND PERMITS;  GOVERNMENT APPROVALS.  To the extent
required by the laws, rules and regulations of any applicable  jurisdiction with
which it is  required  to comply in  connection  with its  business  operations,
Purchaser  has or will have as of the Closing  Date all  governmental  licenses,
permits,   approvals  and  permissions,   necessary  to  conduct  such  business
operations as they are now conducted or will be conducted  under this Agreement.
All such licenses,  permits,  approvals and  permissions  are listed on Schedule
5.13. Purchaser has no knowledge of any violations of law, governmental rules or
regulations,  applicable  to the  operation or Purchaser  business,  and has not
received  any notice that the  licenses,  permits and  approvals  under which it
operates its business are insufficient to permit such business to continue after
the Closing Date in the same manner and form as it operates on the Closing Date.

        SECTION 5.14 HAZARDOUS  SUBSTANCES AND HAZARDOUS  WASTES.  Except as set
forth on Schedule 5.14:

            (a) HAZARDOUS MATERIALS DISPOSAL OR RELEASE. Purchaser does not have
knowledge of any presence,  disposal,  releases,  or threatened  releases of any
hazardous or toxic substance, material or waste which is regulated by any local,
state or federal governmental  authority  (collectively,  "Hazardous Materials")
on, from or under any of the leased  properties of Purchaser in violation of any
applicable law. The terms "disposal",  "release" and "threatened  release" shall
have  the  definitions  assigned  to  them  by the  Comprehensive  Environmental
Response,  Compensation  and Liability Act of 1980, 42 U.S.C.,  Section 9601, et
seq., as amended.

            (b)  HAZARDOUS  MATERIALS  USE OR  STORAGE.  During  the  time  that
Purchaser  has  leased its  properties,  to the best of  Purchaser's  knowledge,
neither  Purchaser  nor any third party has used,  generated,  manufactured,  or
stored on,  under,  or about,  the  properties  or  transported  to or from such
properties,  any  Hazardous  Materials  in violation  of any  applicable  law or
regulation.

        SECTION 5.15 BROKERAGE AND FINDER'S FEES. There is no broker, investment
banker or finder involved on behalf of or by Purchaser or any of its officers or
directors, in connection with the transaction contemplated under this Agreement.
To the extent of any such  claims  contrary  to this  representation,  Purchaser
shall be responsible for same.

        SECTION 5.16 INFORMATION. To the best knowledge,  information and belief
of Purchaser  and  Gallucio,  the  representations,  warranties  and  statements
contained  in this  Agreement or attached  hereto as a Schedule  with respect to
Purchaser and the transactions  contemplated  herein contain no untrue statement
of a material fact and do not omit to state a material  fact  necessary in order
to make the statements  contained herein not misleading.  Purchaser and Gallucio
do not know of any fact not known to the  general  public  that will result in a
material change in the business, operations,  properties or assets of Purchaser,
that has not been set  forth in this  Agreement  or in the  written  information
provided by Purchaser to MRG or the Sellers in connection with this Agreement.


                                       10
<PAGE>


                                   ARTICLE VI
                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

         The Closing shall not take place unless all of the following conditions
not waived by Purchaser have been fulfilled before, or will be fulfilled on, the
Closing Date.

        SECTION 6.1  CORRECTNESS  OF  REPRESENTATIONS  AND  WARRANTIES.  All the
representations  and  warranties  of MRG  and  the  Sellers  contained  in  this
Agreement  shall be true and  accurate in all  material  respects on the Closing
Date with the same material effect as if made on the Closing Date.

        SECTION  6.2  PERFORMANCE  OF  COVENANTS  AND  AGREEMENTS.  All  of  the
covenants and agreements of MRG and the Sellers  contained in this Agreement and
required to be performed  before the Closing  Date shall have been  performed in
all material respects.

        SECTION 6.3 APPROVALS.

            THIRD PARTIES;  REGULATORY BODIES.  All notices to,  declarations of
filing with and authorizations,  consents, orders,  registrations,  or approvals
("Approvals")  from,  third parties and  governmental  agencies (copies of which
shall be provided to the other  parties)  required to complete the  transactions
contemplated  or planned  pursuant to this Agreement or necessary to maintain in
full force and effect all agreements  under which MRG operates or is bound shall
have been delivered, made or obtained.

        SECTION 6.4 DELIVERY OF DOCUMENTS BY MRG.  Purchaser shall have received
on or prior to the Closing Date copies of all stock  books,  minute  books,  tax
returns,  financial records, and all material agreements,  records and documents
pertaining to the business and organization of MRG.

        SECTION 6.5 ADVERSE  CHANGES.  No material  adverse  changes  shall have
occurred in the  financial  condition,  working  capital,  assets,  liabilities,
reserves,  business, sales, customer list, operations, or prospects or MRG since
the date of the financial statements contained in Schedule 3.4.

        SECTION 6.6 NO GOVERNMENTAL  PROCEEDING OR LITIGATION.  No suit, action,
investigation,  inquiry or other  proceeding by any  governmental  body has been
instituted  or  threatened  which  questions  the  validity  or  legality of the
transactions  planned under this Agreement or which, if  successfully  asserted,
would otherwise have a material  adverse effect on the conduct of MRG's business
assets or on its  properties,  or would  impose any  material  imitation  on the
ability of Purchaser  effectively to exercise full rights of ownership of MRG or
the assets or business of MRG.

                                   ARTICLE VII
               CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS

                                       11
<PAGE>



         The Closing shall not take place unless all of the following conditions
not waived by the Sellers have been fulfilled  before,  or will be fulfilled on,
the Closing Date:

            SECTION 7.1  CORRECTIVENESS OF REPRESENTATIONS  AND WARRANTIES.  All
the  representations  and warranties of Purchaser and Gallucio contained in this
Agreement  shall be true and  accurate in all  material  respects on the Closing
Date with the same material effect as if made on the Closing Date, and MRG shall
have received a  certificate  to that effect dated the Closing Date and executed
by the President of Purchaser and Gallucio.

            SECTION 7.2  PERFORMANCE  OF COVENANTS  AND  AGREEMENTS.  All of the
covenants and  agreements of Purchaser  contained in this Agreement and required
to be  performed  before  the  Closing  Date shall  have been  performed  in all
material  respects,  and the Sellers shall have  received a certificate  to that
effect dated the Closing Date executed by the President of Purchaser.

            SECTION 7.3  RESOLUTIONS  OF  PURCHASER.  All action  required to be
taken by the  Board of  Directors  of  Purchaser  to  authorize  the  execution,
delivery  and   performance   of  this  Agreement  and  the  completion  of  the
transactions  planned under this  Agreement  have been duly and validly taken by
the Board of Directors and shareholders of Purchaser.

            SECTION 7.4 APPROVALS. The requisite approval of the Shareholders of
Purchaser  has been  obtained,  and the other  notices,  declarations,  filings,
authorizations,  consents,  orders,  and  approvals  referred  to in Section 7.3
(copies of which shall be provided to the other  parties)  have been  delivered,
made or obtained.

            SECTION 7.5 ADVERSE CHANGES.  No material adverse changes shall have
occurred in the  financial  condition,  working  capital,  assets,  liabilities,
reserves, business, operations, or prospects of Purchaser taken as a whole since
the date of Purchaser's financial statements listed in Schedule 5.4.

            SECTION  7.6 NO  GOVERNMENTAL  PROCEEDING  OR  LITIGATION.  No suit,
action, investigation,  inquiry or other proceeding by any governmental body has
been  instituted or threatened  which  questions the validity or legality of the
transactions  planned under this Agreement or which, if  successfully  asserted,
would  otherwise  have a material  adverse  effect on the conduct of Purchaser's
business assets or on its properties.



            SECTION 7.7 AFFIRMATIVE ACTION BY PURCHASER; COVENANTS.

        (a)     On or  prior to  closing  Purchaser  shall  have  completed  the
following:

        (1)     Be in full compliance with all SEC requirements;

        (2)     Obtained the  resignations of each of the officers and directors
of Purchaser and elected the following individuals in their stead:

                                        12
<PAGE>

 Edward T. Whelan             Chief  Executive  Officer,  Vice  President,
                               Secretary, Treasurer and Chairman of the
                               Board of Directors

 Ethan D. Hokit               President, Chief Operating Officer and Director

         (3) Filed with the State of New York such documents necessary to effect
the change of  Purchaser's  name to "Military  Resale Group,  Inc." and obtained
requisite board and shareholder approval in connection therewith.

         (b) Purchaser hereby acknowledges that MRG has delivered to Purchaser a
true and correct copy of that certain Option  Agreement  dated August 1, 2001 by
and between MRG and Ronald  Steenbergen,  a consultant to MRG, pursuant to which
MRG granted to Mr.  Steenbergen an option to purchase  1,000,000 shares of MRG's
common stock, $0.01 par value,  exercisable,  in whole or in part, for 1 year at
an exercise price of $0.50 per share (the "Option Agreement").  Purchaser hereby
expressly  agrees to assume the rights and  obligations  of MRG under the Option
Agreement and, to issue shares of Purchaser Stock in substitution  for shares of
MRG's common stock in accordance with the terms of the Option Agreement.

                                  ARTICLE VIII
                                   TERMINATION

         In the event that either Purchaser or the Sellers shall refuse to close
the transactions  contemplated in this Agreement by reason of the failure of any
condition  precedent to closing set forth in Articles VI and VII (absent  waiver
by the applicable  party  thereunder),  then this Agreement  shall terminate and
neither party shall have any  obligation or liability to the other  hereunder by
reason  of any  provision  hereof  or any  actions  taken  in  contemplation  or
anticipation of the Closing.




                                   ARTICLE IX
                                 INDEMNIFICATION


         SECTION 9.1  INDEMNIFICATION  BY PURCHASER AND GALLUCIO.  Purchaser and
Gallucio,  jointly and severally,  agree to indemnify,  defend and hold harmless
the Sellers, MRG and their respective directors,  officers,  employees,  agents,
counsel,   successors  and  assigns  from  and  against   losses,   liabilities,
obligations, damages (whether actual, punitive or consequential),  deficiencies,
costs  or  expenses,   including  without  limitation  interest,  penalties  and
reasonable  attorneys' fees and disbursements of any of the foregoing persons or
entities, arising from, asserted against or associated with:

               (a) a breach of any  representation or warranty made by Purchaser
or Gallucio herein;

                                       13
<PAGE>

               (b) failure by Purchaser to perform any  covenant,  obligation or
agreement made herein; or

               (c) the conduct of  Purchaser's  business  prior to the  Closing,
including but not limited to, the failure to pay any property or other tax owing
by Purchaser due to Purchaser's prior operations.

        SECTION 9.2 TERMINATION OF  INDEMNIFICATION.  An Indemnified Party shall
not be entitled to  indemnification  for any loss,  damage or expense unless the
right  to  such  indemnification  is  asserted  on or  before  the  fifth  (5th)
anniversary  of the date of the  Closing,  except  that if there  then  shall be
pending any such  assertion,  dispute,  claim,  proceeding  or action under this
Agreement,   the  Indemnified   Party  shall  continue  to  have  the  right  to
indemnification  with  respect  to  such  pending  assertion,   dispute,  claim,
proceeding or action.


                                    ARTICLE X
                                  MISCELLANEOUS

        SECTION 10.1 CONSTRUCTION.

               10.1.1 WORDS.  All  references in this  Agreement to the singular
shall include the plural where  applicable,  and all  references to gender shall
include the masculine, feminine and neuter gender.

               10.1.2  CROSS-REFERENCES.  References  in this  Agreement  to any
Article shall include all Sections, Subsections, and Paragraphs in such Article;
references in this  Agreement to any Section shall include all  Subsections  and
Paragraphs in such Section;  and  references in this Agreement to any Subsection
shall include all Paragraphs in such Subsection.

        SECTION 10.2 SEVERABILITY.  If any part of this Agreement for any reason
shall be declared invalid,  such invalidity shall not affect the validity of any
remaining portion, which shall remain in full force and effect.

        SECTION 10.3 FURTHER ASSURANCES. Each party shall, at the expense of the
other  party,  furnish,   execute  and  deliver  such  documents,   instruments,
certificates,  notices  or other  further  assurances  as the  other  party  may
reasonably  require as necessary or  appropriate  to effect the purposes of this
Agreement or to confirm the rights declared or arising hereunder.

        SECTION 10.4 REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS. The
representations  and warranties  (all of which are made as of the Closing Date),
and the covenants,  agreements and obligations of the parties  contained in this
Agreement shall be true and correct in all material  respects and have effect as
of the Closing Date. The statements contained in any

                                       14
<PAGE>

certificate  or other  instrument  delivered  by or on  behalf  of any  party at
Closing  shall  be  deemed  representations  and  warranties  or  covenants  and
agreements, as the case may be, hereunder.

        SECTION  10.5  EXPENSES.  Each party  hereto  will pay its own  expenses
incident to this Agreement and the transactions contemplated hereby.

        SECTION 10.6 BENEFIT. Except as otherwise expressly set forth herein, no
person who is not a party to this Agreement  shall have any rights or derive any
benefit hereunder.

        SECTION 10.7 SCOPE AND  MODIFICATION.  This  Agreement,  constitutes the
entire  agreement  between the parties and  supersede  all prior oral or written
agreements or  understandings  of the parties with regard to the subject  matter
hereof,  including  but not limited to that certain Plan and Agreement of Merger
dated  as  of  October  15,  1999  by  and  among  MRG  and  the  Purchaser.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification, waiver, termination,  rescission, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.

        SECTION 10.8 DELAYS OR OMISSIONS.  Except as expressly  provided in this
Agreement,  no delay or omission to exercise any right, power or remedy accruing
to a party  hereunder,  upon any  breach  or  default  of any party  under  this
Agreement,  shall  impair  any such  right,  power or  remedy,  nor  shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein,  or a waiver  of or  acquiescence  in any  similar  breach  or  default
thereafter  occurring;  nor shall any waiver of any single  breach or default be
deemed a waiver  of any  other  breach  or  default  theretofore  or  thereafter
occurring.

        SECTION 10.9  SUCCESSORS  AND ASSIGNS.  The provisions of this Agreement
shall inure to the benefit of, and be binding  upon,  the  successors,  assigns,
executors and  administrators  of the parties hereto.  It is  contemplated  that
Purchaser  may assign  this  Agreement  to a  subsidiary  corporation  yet to be
formed.

        SECTION 10.10 HEADINGS.  Article,  Section,  and Subsection  headings of
this Agreement are for  convenience  only and are not to be construed as part of
this  Agreement or as defining or limiting in any way the scope or intent of the
provisions hereof.

        SECTION 10.11  GOVERNING LAW. The terms and provisions of this Agreement
shall be interpreted in accordance with and governed by the laws of New York and
the United States, without giving effect to the doctrine of conflict of laws.

        SECTION  10.12  NOTICES.  Any notice  under this  Agreement  shall be in
writing and shall be delivered by personal service or by United States certified
or registered  mail, with postage  prepaid,  addressed to a party at the address
set forth  beneath its name,  below,  or at such other  address as one party may
give notice of to the other party.

                                       15
<PAGE>

        SECTION 10.13 DUPLICATES.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original document.

        SECTION 10.14 FINDERS' FEES.

               10.14.1 SELLER. The Sellers, jointly but not severally, represent
and  warrant  to  Purchaser  that they have not  retained  a finder or broker in
connection with the  transactions  contemplated  by this  Agreement,  and hereby
agree to indemnify and to hold Purchaser  harmless of and from any liability for
commission  or  compensation  in the nature of a  finder's  fee to any broker or
other  person or firm (and the costs and  expenses  of  defending  against  such
liability  or  asserted  liability)  for  which  the  Sellers,  or any of  their
representatives, are responsible.

               10.14.2  PURCHASER.  Purchaser  represents  and  warrants  to the
Sellers  that it has not  retained  a finder or broker  in  connection  with the
transactions  contemplated by this Agreement, and hereby agrees to indemnify and
to hold the  Sellers  harmless  of and  from any  liability  for  commission  or
compensation  in the nature of a finder's  fee to any broker or other  person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which Purchaser, or any of its representatives, is responsible.

        SECTION 10.15 SURVIVAL.  All  representations,  warranties and covenants
(except  Purchaser's and Gallucio's  indemnification  under Sections 9.1 and 9.2
which shall survive in accordance with the terms therein) made in this Agreement
or pursuant hereto, and the right to claim Indemnifications provided herein with
respect  thereto  shall  survive  for one (1)  year  after  the  closing  of the
transactions contemplated by this Agreement.  Purchaser's  indemnification under
Sections  9.1  and  9.2  shall  survive  any  assignment  by  Purchaser  of this
Agreement.




                                       16
<PAGE>





        IN WITNESS WHEREOF,  the parties hereto have executed and delivered this
Agreement as of the date and year first-above written.


                                    PURCHASER:
                                    BACTROL TECHNOLOGIES, INC.


                                    By:_____________________________
                                    Name: Guy Gallucio
                                    Title: President


                                    ------------------------------
                                    Guy Gallucio, personally but solely with
                                    respect to Articles V and VI


                                    MILITARY RESALE GROUP, INC., SOLELY WITH
                                    RESPECT TO ARTICLES III AND IV.


                                    By:_____________________________
                                    Name: Ethan D. Hokit
                                    Title: President



                                       17
<PAGE>






                                    EXHIBIT A



                                 (SEE ATTACHED)






                                       18
<PAGE>



                              SELLER SIGNATURE PAGE



         This Seller  Signature  Page  constitutes  (i) a signature page to, and
part of, that  certain  Stock  Purchase  Agreement,  dated and  effective  as of
October 10, 2001 (the  "Agreement"),  by and among THE  SHAREHOLDERS OF MILITARY
RESALE  GROUP,  INC.,  a  Maryland  corporation  ("MRG"),  WHO  EXECUTE A SELLER
SIGNATURE  PAGE TO THE  AGREEMENT  IN THE  FORM OF  EXHIBIT  A  THERETO  (each a
"Seller"),  BACTROL  TECHNOLOGIES,  INC.,  a New  York  corporation  or  assigns
("Purchaser"), and GUY GALLUCIO, an individual and officer of Purchaser, for the
purposes of Articles V and VI only,  and MRG,  for the  purposes of Articles III
and IV only, and (ii) the agreement of the undersigned to become a party to, and
be bound by the terms and provisions of the Agreement.

FOR INDIVIDUALS ONLY:

SELLER:                 Name:________________________________________________


                        _____________________________________________________
                        (Please sign above)
                        No. of shares sold:__________________________________
                        Address:_____________________________________________
                       _____________________________________________________
                        Social Security No.:____________________


For Business Entities Only:

SELLER:                 Name:________________________________________________


                        By:__________________________________________________
                        Name:________________________________________________
                        Title:_______________________________________________
                        No. of shares sold:__________________________________
                        Address:_____________________________________________
                        _____________________________________________________
                        Tax Identification No.:__________________




                                       19