STOCK PURCHASE AGREEMENT


This Stock  Purchase  Agreement  ("Agreement")  is made and  entered  into as of
December 27, 2001,  by and among Kevin Halter Jr., an  individual of 2591 Dallas
Parkway Suite 102 Frisco, TX 75034 ("Buyer"), and The Vermont Witch Hazel Co., a
Vermont  corporation  and Deborah Duffy of 4218 W. Woodland  Ave.,  Burbank,  CA
91505-3758 ("Seller").

                                    RECITALS


     A.  Seller  is the  owner of  7,016,500shares  of the  common  stock of The
Vermont Witch Hazel Co. ("Company").

     B. Buyer wishes to acquire from Seller 6,027,000 shares of the common stock
of the Company  (approximately 51% of the total issued and outstanding shares of
the  Company),   which   represents  a  controlling   interest  in  the  Company
(hereinafter  the  "Shares"),  pursuant  to the  terms  and  conditions  of this
Agreement.

NOW,  THEREFORE,  for and in  consideration of the mutual promises and covenants
contained  herein,  and for other good and valuable  consideration,  the parties
hereto agree as follows:

     1.  Purchase  of  Shares  by  Buyer.  Subject  to and  upon the  terms  and
conditions  contained  herein,  on the Closing Date (as defined herein),  Seller
shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all
adverse claims,  security interests,  liens, claims and encumbrances (other than
restrictions  under state and federal securities laws) and Buyer shall purchase,
accept and acquire from Seller, the Shares.

     2. Purchase  Price.  The total purchase price for the Shares is ONE HUNDRED
TWENTY THOUSAND FIVE HUNDRED DOLLARS. ($120,540.00)

     3. Closing.  Subject to the  conditions  precedent  set forth  herein,  the
purchase  of the Shares  shall take place  either (i) at a place to be  mutually
agreed  upon  between  the  parties or (ii) by the  exchange  of  documents  via
courier,  on or before December 28, 2001. Such date is herein referred to as the
"Closing Date".


     4.  Representations  and Warranties of Buyer.  Unless  specifically  stated
otherwise, Buyer represents and warrants that the following are true and correct
as of the date hereof and will be true and correct  through the Closing  Date as
if made on that date:

          A.   Agreement's  Validity.  This Agreement has been duly executed and
delivered  by Buyer and  constitutes  legal,  valid and binding  obligations  of
Buyer, enforceable against Buyer in accordance with its respective terms, except
as may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

<PAGE>

          B.   Consents/Approvals/Conflict.    Except   for   compliance    with
applicable   federal  and  state   securities   laws,   no  consent,   approval,
authorization  or order of any court or  governmental  agency  or other  body is
required  for Buyer to  consummate  the  purchase  of the  Shares.  Neither  the
execution,  delivery,  consummation  or  performance  of  this  Agreement  shall
conflict with, constitute a breach of any agreement to which Buyer is a party or
by which he is bound  nor,  to the best of Buyer's  knowledge  and  belief,  any
existing  law,  rule,  regulation,  or any  decree of any court or  governmental
department,  agency,  commission,  board or bureau,  domestic or foreign, having
jurisdiction over Buyer.

          C.   Investment  Intent.  Buyer is  acquiring  the  Shares for his own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any  distribution of all or any part thereof,  except (i) in
an offering  covered by a registration  statement  filed with the Securities and
Exchange  Commission  under the  Securities  Act  covering  the Shares,  or (ii)
pursuant to an applicable exemption under the Securities Act.

          D.   Disclosure  of  Information.  Buyer  acknowledges  that he or his
representatives  have been furnished with information  regarding the Company and
its business,  assets,  results of operations,  and financial condition to allow
Buyer to make an informed decision regarding an investment in the Shares.  Buyer
further  represents  that  he has had an  opportunity  to ask  questions  of and
receive answers from the Company regarding the Company and its business, assets,
results of operation, and financial condition.

          E.   Investment   Experience.   Buyer   acknowledges   that  he  is  a
sophisticated  investor and can bear the economic risk of his  investment in the
Shares and that he has such  knowledge and  experience in financial and business
matters that he is capable of  evaluating  the merits and risks of an investment
in the Shares.

          F.   Restricted Securities. Buyer understands that the Shares have not
been  registered  pursuant  to  the  Securities  Act  or  any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without registration under the Securities Act or an exemption therefrom. In this
connection, Buyer represents that he is familiar with Rule 144 promulgated under
the  Securities  Act,  as  currently  in  effect,  and  understands  the  resale
limitations   imposed   thereby  and  by  the  Securities   Act.  Stop  transfer
instructions  may be issued to the transfer  agent for securities of the Company
(or a  notation  may be made  in the  appropriate  records  of the  Company)  in
connection with the Shares.

          G.   Legend.   It  is  agreed  and   understood   by  Buyer  that  the
certificates  representing the Shares shall each  conspicuously set forth on the
face or back thereof a legend in substantially the following form:


                                       2
<PAGE>


          THESESECURITIES  HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
          1933. THEY MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
          IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION  STATEMENT  AS TO THE
          SECURITIES   UNDER  SAID  ACT  OR  PURSUANT  TO  AN   EXEMPTION   FROM
          REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
          SUCH REGISTRATION IS NOT REQUIRED.


     5.  Representations  and Warranties of Seller.  Unless  specifically stated
otherwise,  Seller  represents  and  warrants  that the  following  are true and
correct as of the date hereof and will be true and  correct  through the Closing
Date as if made on that date:



<PAGE>


          A.   Title to Stock.  On the  Closing  Date,  Seller  will be the sole
registered  owners and will have full  right,  power and  authority  to sell and
convey the Shares and such  shares  will be free and clear of any and all liens,
mortgages,  pledges,  or other rights or encumbrances  whatsoever,  disclosed or
undisclosed.  Specifically,  there are no beneficial owners of such shares or of
any interest in or to any such shares other than  Seller.  Upon  delivery of the
Shares to Buyer for the considerations  set forth herein,  Buyer shall be deemed
to have obtained good and merchantable title to the Shares.

          B.   Authorization   and  Validity.   The   execution,   delivery  and
performance by Seller of this Agreement and the  consummation of the transaction
contemplated hereby, has been duly authorized by Seller. This Agreement has been
or will be as of the Closing  Date duly  executed  and  delivered  by Seller and
constitutes or will constitute legal,  valid and binding  obligations of Seller,
enforceable  against Seller in accordance with its respective  terms,  except as
may be limited by applicable  bankruptcy,  insolvency or similar laws  affecting
creditors' rights generally or the availability of equitable remedies.

          C.   Consents/Approvals/Conflict.   Except  for  the  compliance  with
applicable   federal  and  state   securities   laws,   no  consent,   approval,
authorization  or order of any court or  governmental  agency  or other  body is
required for Seller to consummate the sale of the Shares. Neither the execution,
delivery,  consummation  or performance  of this Agreement  shall conflict with,
constitute a breach of any agreement to which Seller is a party or by which they
are bound nor, to the best of Seller  knowledge  and belief,  any existing  law,
rule, regulation, or any decree of any court or governmental department, agency,
commission,  board or bureau,  domestic or  foreign,  having  jurisdiction  over
Seller.


     6.  Representations  and  Warranties  of the Company.  Unless  specifically
stated otherwise,  the Company and Seller jointly and severally hereby represent
and warrant  that the  following  are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date:


                                       3
<PAGE>

          A.   Organization and Good Standing;  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation,  with all requisite corporate power and authority
to carry on the business in which it is engaged,  to own the properties it owns,
and is duly qualified and licensed to do business and is in good standing in all
jurisdictions  where  the  nature  of  its  business  makes  such  qualification
necessary.



<PAGE>


          B.   Capitalization.  As of the execution date of this Agreement,  the
authorized  capital stock of the Company consists of 75,000,000 shares of common
stock,  $2.00 par value per  share,  of which  11,817,250  shares are issued and
outstanding.  All of the issued and  outstanding  shares of capital stock of the
Company are duly authorized,  validly issued, fully paid and nonassessable.  The
Company  is not a party to or bound by, nor does it have any  knowledge  of, any
agreement,  instrument,   arrangement,   contract,  obligation,   commitment  or
understanding  of any character,  whether  written or oral,  express or implied,
relating to the sale, assignment, encumbrance,  conveyance, transfer or delivery
of any capital  stock of the  Company.  The Company has no  subsidiaries  and no
ownership of the securities of any other entity.

          C.   Documents  Genuine.  All originals and/or copies of the Company's
articles of incorporation  and bylaws,  each amended to date, and all minutes of
meetings and written consents in lieu of meetings of Shareholders, directors and
committees of directors of the Company,  financial  data,  and any and all other
documents,  material,  data,  files,  or information  which have been or will be
furnished to Buyer, are, to the best of the Company's knowledge, true, complete,
correct and unmodified  originals and/or copies of such documents,  information,
data, files or material.

          D.   Authorization   and  Validity.   The   execution,   delivery  and
performance  by the  Company  of  this  Agreement  and the  consummation  of the
transaction  contemplated  hereby has been duly authorized by the Company.  This
Agreement has been or will be as of the Closing Date duly executed and delivered
by the Company  and  constitutes  or will  constitute  legal,  valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
its  respective  terms,  except  as may be  limited  by  applicable  bankruptcy,
insolvency  or  similar  laws  affecting  creditors'  rights  generally  or  the
availability of equitable remedies.

          E.   Restrictive  Covenants.  From the date of this Agreement  through
the Closing  Date,  the Company  shall  conduct its business in the ordinary and
usual course without  unusual  commitments and in compliance with all applicable
laws,  rules,  and regulations.  Furthermore,  the Company will not, without the
prior written consent of Buyer,  (i) make any changes in its capital  structure,
(ii)  incur any  liability  or  obligation,  (iii)  incur any  indebtedness  for
borrowed money, (iv) make any loans or advances, (v) declare or pay any dividend
or make any other  distribution  with respect to its capital stock,  (vi) issue,
sell, or deliver or purchase or otherwise  acquire for value any of its stock or
other securities,  (vii) mortgage,  pledge, or subject to encumbrance any of its
assets, (viii) sell or transfer any of its assets, (ix) make any investment of a
capital  nature,  (x) issue any  options to purchase  the  capital  stock of the
Company, or (xi) pay any wages or salary to any employee.


                                       4
<PAGE>

          F.   Consents/Approvals/Conflict.    Except   for   compliance    with
applicable federal and state securities laws and approval of the Company's Board
of  Directors,  no  consent,  approval,  authorization  or order of any court or
governmental  agency or other  body is  required  for the  Company to consent to
entering into this Agreement. Neither the execution,  delivery,  consummation or
performance  of this Agreement  shall conflict with,  constitute a breach of the
Company's respective articles of incorporation or bylaws, as amended to date, or
any note, mortgage, indenture, deed of trust or other agreement or instrument to
which the  Company  is a party or by which it is bound  nor,  to the best of the
Company's  knowledge and belief,  any existing  law,  rule,  regulation,  or any
decree of any court or governmental  department,  agency,  commission,  board or
bureau, domestic or foreign, having jurisdiction over the Company.

          G.   Financial  Statements.  The Company shall have furnished to Buyer
its  audited  balance  sheet,   statements  of  income  and  retained  earnings,
statements  of cash  flows,  and  notes  to the  financial  statements  relevant
thereto, as of July 31, 2001, with said financial statements reflecting the then
current  assets and  liabilities of the Company  pursuant to generally  accepted
accounting  principles.  The  Company has no  liabilities  of any kind or nature
whatsoever as of December 18, 2001 and will have no  liabilities  of any kind or
nature as of the Closing Date.

          H.   Taxes.  To the best  knowledge  and  belief  of the  Company  all
income, excise, unemployment,  social security, occupational,  franchise and any
and all other taxes, duties,  assessments or charges levied, assessed or imposed
upon the Company by the United States or by any state or municipal government or
subdivision  or  instrumentality  thereof  which are due and  payable  as of the
Closing  Date have been duly  paid,  and all  required  tax  returns  or reports
concerning any such items have been duly filed.

          I.   Guarantees or Indebtedness to Affiliates.  There are no contracts
or commitments by the Company directly or indirectly guaranteeing the payment or
performance  (or both) of any  obligations  of any third  person  including  the
Company's  shareholders.  The  Company  is not  now,  and  will not be as of the
Closing  Date,  indebted  to any  of  its  officers,  directors,  employees,  or
shareholders.

          J.   Pending  or   Threatened   Litigation.   There  are  no  actions,
governmental  investigations,   suits,  arbitrations  or  other  administrative,
criminal  or civil  actions  pending  or  threatened  against  the  Company.  In
addition,  to the best of the Company's knowledge,  the Company does not know of
any basis that exists for any such action, suit,  investigation,  arbitration or
proceeding.

          K.   Disclosure.  No  representations  or warranties by the Company in
this Agreement and no statement  contained in any document  (including,  without
limitation, financial statements), certificate, or other writing furnished or to
be furnished  by the Company to Buyer  pursuant to the  provisions  hereof or in


                                       5
<PAGE>

connection with the transactions  contemplated hereby,  contains or will contain
any  untrue  statement  of  material  fact or  omits or will  omit to state  any
material fact necessary,  in light of the circumstances under which it was made,
in order to make the statements herein or therein not misleading.

          L.   Contracts.  As of the Closing  Date,  there will be no contracts,
agreements,  arrangements or understandings  entered into by the Company,  which
cannot be immediately  terminated by the Company,  except for the transfer agent
agreement with Securities Transfer Corporation, Dallas, Texas.


     7. Conditions to Obligations of Buyer.  All obligations of Buyer under this
Agreement are subject to the fulfillment,  prior to the Closing Date, of each of
the  following  conditions  (any  one or  more of  which  may,  in the  absolute
discretion of Buyer, be waived by Buyer):

          A.   Documents to be Delivered to Buyer. At the Closing, the following
documents shall be delivered to Buyer:

          (i)  Certificate(s) representing the Shares of The Vermont Witch Hazel
          Co. to be  delivered  pursuant  to this  Agreement,  duly  endorsed or
          accompanied by duly executed stock powers;

          (ii) A  certificate  executed  by  Seller  and the  Company  dated the
          Closing Date, certifying that:

               (a)  The representations and warranties of Seller and the Company
          contained in this Agreement are then true in all respects; and

               (b)  Seller and the Company have complied with all agreements and
          conditions required by this Agreement to be performed or complied with
          by it.

          (iii)  Resignations  executed  by all of the  Company's  officers  and
          directors,  and  a  certificate  of  the  Company  setting  forth  the
          resolution  pursuant to which new directors  have been elected for the
          Company,  dated the Closing Date, electing those persons designated by
          Buyer as directors of the Company; and

          (iv) All original  corporate  books and records of the Company,  which
          are in the possession of Seller.

          (v)  The  Company's  10-K for the year  ending  July 31, 2000 as filed
          with the Securities and Exchange  Commission on or before December 11,
          2001.



                                       6
<PAGE>

     8.  Conditions to  Obligations of Seller.  All  obligations of Seller under
this  Agreement  are subject to the  fulfillment,  prior to the Closing Date, of
each of the following  conditions (any one or more of which may, in the absolute
discretion of Seller, be waived by Seller):

          A.   Documents  to  be  Delivered  to  Seller.  At  the  Closing,  the
following documents shall be delivered to Seller:

          (i)  A   certificate   executed  by  Buyer  dated  the  Closing  Date,
          certifying that:

               (a)  The  representations  and  warranties of Buyer  contained in
         this Agreement are then true in all respects; and

               (b)  Buyer  has  complied  with  all  agreements  and  conditions
          required by this Agreement to be performed or complied with by it.

          (ii) A cashier's check or a wire transfer in the amount of $120,540.00


     9.  Indemnification  by Buyer.  Buyer hereby  agrees to indemnify  and hold
harmless  Seller and the  Company  and its  successors  and assigns for the full
amount  of all  losses,  claims,  expenses  or  liabilities  (including  without
limitation  reasonable  attorneys'  fees)  arising  from or  relating to (i) any
breach of the  representations  and warranties  made by Buyer in this Agreement,
and (ii) any failure of Buyer to perform any  covenant in this  Agreement  which
are to be performed by Buyer.


     10.  Indemnification by Seller.  Seller hereby agrees to indemnify and hold
harmless Buyer and his successors and assigns for the full amount of all losses,
claims,   expenses  or  liabilities  (including  without  limitation  reasonable
attorneys'   fees)   arising   from  or  relating  to  (i)  any  breach  of  the
representations and warranties made by Seller and the Company in this Agreement,
and (ii) any failure of Seller and the  Company to perform any  covenant in this
Agreement which are to be performed by them or either of them.


     11.  Additional   Indemnification  by  Seller.  Seller  further  agrees  to
indemnify and hold harmless  Buyer and his  successors  and assigns for the full
amount  of all  losses,  claims,  expenses  or  liabilities  (including  without
limitation reasonable attorneys' fees) arising from or relating to:

          (i)  Claims  by  shareholders  of the  Company  arising  from  acts or
          omissions  by  the  Company,  its  officers,   directors,  agents  and
          employees prior to and including the date hereof;


                                       7
<PAGE>

     12. Miscellaneous.

          A.   Amendment.   This   Agreement  may  be  amended,   modified,   or
supplemented  only by an  instrument  in  writing  executed  by all the  parties
hereto.

          B.   Assignment.  Neither this  Agreement nor any right created hereby
or  in  any  agreement   entered  into  in  connection  with  the   transactions
contemplated  hereby shall be assignable by any party hereto without the written
consent of the party not seeking assignment.

          C.   Parties In  Interest;  No Third  Party  Beneficiaries.  Except as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors  and assigns of the parties  hereto.  Neither  this
Agreement nor any other Agreement  contemplated hereby shall be deemed to confer
upon any person not a party  hereto or thereto any rights or remedies  hereunder
or thereunder.

          D.   Entire Agreement. This Agreement constitutes the entire agreement
of the parties  regarding the subject  matter  hereof,  and supersedes all prior
agreements and understandings,  both written and oral, among the parties, or any
of them, with respect to the subject matter hereof.

          E.   Severability.  If any  provision of this  Agreement is held to be
illegal,  invalid or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision never  comprised a part hereof;  and the remaining  provisions  hereof
shall  remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable  provision,  there shall be added
automatically  as part of this  Agreement a provision as similar in its terms to
such  illegal,  invalid,  or  unenforceable  provision as may be possible and be
legal, valid and enforceable.

          F.   Survival  of  Representations,   Warranties  and  Covenants.  The
representations,  warranties  and covenants  contained  herein shall survive the
Closing  and all  statements  contained  in any  certificate,  exhibit  or other
instrument  delivered by or on behalf of SELLER,  the Company,  or Buyer, as the
case  may be,  and,  notwithstanding  any  provision  in this  Agreement  to the
contrary, shall survive the Closing.


          G.   Governing Law. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE
STATE OF TEXAS.


                                       8
<PAGE>

          H.   Captions.  The captions in this agreement are for  convenience of
reference  only and  shall  not limit or  otherwise  affect  any of the terms or
provisions hereof.

          I.   Gender and Number.  When the context requires,  the gender of all
words used herein  shall  include  the  masculine,  feminine  and neuter and the
number of all words shall include the singular and plural.

          J.   Reference  to  Agreement.  Use of the words  "herein",  "hereof",
"hereto" and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article,  Section or provision in
this Agreement, unless otherwise noted.

          K.   Notice. Any notice or communication  hereunder must be in writing
and given by  depositing  the same in the United  States mail,  addressed to the
party to be notified,  postage  prepaid and  registered or certified with return
receipt  requested,  or by delivering  the same in person.  Such notice shall be
deemed  received  on the  date on  which it is hand  delivered  or on the  third
business  day  following  the date on which it is to be mailed.  For purposes of
giving notice, the addresses of the parties shall be:


          If to Buyer:                       Kevin Halter Jr.
                                             2591 Dallas Parkway, Suite 102
                                             Frisco, TX 75034
                                             Attn: Mr. Kevin B. Halter, Jr.

          If to Seller:                      The Vermont Witch Hazel Co.
                                             4218 W. Woodland Ave.
                                             Burbank, CA 91505-3758
                                             Attn: Ms. Deborah Duffy

          L.   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument. Execution and delivery of
this  Agreement and all required  documents as  stipulated in this  Agreement by
exchange  of  facsimile  copies  bearing  facsimile  signature  of a party shall
constitute a valid and binding  execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.

          M.   Further  Assurances.  From  Seller  to Seller  subsequent  to the
execution of this  Agreement,  the parties hereto and each of them agree to take
all such  further  action,  and to  execute  and  deliver  all  such  additional
documents,  as are reasonably necessary to effect the transactions  contemplated
by this Agreement.


                                       9
<PAGE>






Buyer: Kevin Halter Jr.

 By:    /s/ Kevin Halter Jr.
      ----------------------
      Kevin Halter Jr.

Seller:


By:    /s/ Deborah Duffy
     ----------------------
     Deborah Duffy

     The Vermont Witch Hazel Co.

By:    /s/ Deborah Duffy
     ----------------------
     Deborah Duffy,
     President