Stock Purchase Agreement

Stock Purchase Agreement



                                    EXHIBIT A

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement  ("Agreement") is entered into this 22nd
day of March, 1999 by and between Hudson  Consulting  Group,  Inc.  ("Hudson") a
Nevada  corporation with principal offices located at 268 West 400 South,  Suite
300, Salt Lake City, Utah 84101, and Andrew Thorburn  ("Thorburn") an individual
with  principal  offices  located at 104 New Era Drive,  South  Plainfield,  New
Jersey 07080.

         WHEREAS,  Hudson  desires to acquire  from  Thorburn  Two  Million  Two
Hundred Forty Six Thousand Two Hundred Twenty Four (2,246,224) restricted shares
of the common  stock of  Jutland  Enterprises,  Inc.  ("Jutland  Shares")  which
equates  to no less than 57% of the  issued  and  outstanding  shares of Jutland
excluding treasury shares held by Jutland;

         WHEREAS, Hudson also desires to acquire from Thorburn all the necessary
records of Jutland  Enterprises,  Inc.  ("Jutland")  which will allow  Hudson to
assist  Jutland  in  bringing  current  all of the  reports  required  under all
applicable state and federal securities law ("Records");

         WHEREAS,  Thorburn  owns or will own the Jutland  Shares and has in his
possession  all the  Records  which  would  allow  Hudson to assist  Jutland  in
bringing  current all of the reports  required  under all  applicable  state and
federal securities laws; and

         WHEREAS,  Hudson  will pay  $10,000 to  Thorburn  in  exchange  for (1)
delivery of all certificates in negotiable form representing the Jutland Shares;
and (2) all the necessary the Records.

         NOW,  THEREFORE with the above being  incorporated into and made a part
hereof  for the  mutual  consideration  set out  herein  and,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       Exchange.  Hudson will wire transfer $10,000 to Thorburn on 
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         March 23, 1999 and Thorburn will:

         a.       Overnight  the Jutland  Shares  represented  by the  following
                  certificate  No(s). 1054, 5009, 5010, 5011,  5012,5013,  5014,
                  5015,  5016,  5017,  5018, 5019, 5280, 5340, 5352, 5363, 5364,
                  5365,  5366,  5367 and 5368  with all the  necessary  executed
                  medallion stock powers and corporate resolutions  transferring
                  ownership to Hudson for delivery no later than March 24, 1999;
                  and

         b.       Overnight the Records  necessary for Hudson to assist  Jutland
                  in  bringing  current  all  of  Jutland's  state  and  federal
                  securities filings.


2. Exchange of Shares. On or before the closing date, set herein to be March 24,
   -------------------
1999,  the  above-mentioned  Jutland Shares and the Record shall be delivered to
Hudson.

3.  Termination.  This  Agreement  may be  terminated  at any time  prior to the
    ------------
Closing Date:

         A.       By Hudson or Thorburn:
                  ----------------------

                  (1)    If there  shall be any  actual  or  threatened  action 
                  or proceeding by or before any court or any other governmental
                  body which shall seek to restrain, prohibit, or invalidate the
                  transactions  contemplated  by this  Agreement  and which,  in
                  judgement  of such Board of  Directors  made in good faith and
                  based upon the advice of legal  counsel,  makes it inadvisable
                  to  proceed  with  the   transactions   contemplated  by  this
                  Agreement; or 
                  (2)    If  the  Closing  shall  have  not  occurred  prior  to
                  March 24, 1999, or such later date as shall have been approved
                  by parties hereto, other than for reasons set forth herein.

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         B.       By Thorburn:
                  ------------

                  (1)    If Hudson shall fail to comply in any material  respect
                  with any of its or their covenants or agreements  contained in
                  this Agreement or if any of the  representation  or warranties
                  of Hudson contained herein shall be inaccurate in any material
                  respect; or

         C.       By Hudson:
                  ----------

                  (1)   If Thorburn shall fail to comply in any material respect
                  with any of its  covenants  or  agreements  contained  in this
                  Agreement of if any of the  representation  or  warranties  of
                  Thorburn  contained herein shall be inaccurate in any material
                  respect;

         In the event this Agreement is terminated  pursuant to this  Paragraph,
this Agreement shall be of no further force or effect, no obligation,  right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation  and execution of the  Agreement and the  transactions
herein contemplated.

4.  Representations and Warranties of Thorburn.  Thorburn hereby represents and
    ------------------------------------------
warrants  that   effective  this  date  and  the  Closing  Date,  the  following
representations are true and correct:

         A.       Authority.  Thorburn has the full power and authority to enter
                  ----------
                  this Agreement and to carry out the transactions contemplated 
                  by this Agreement.

         B.       No Conflict With Other Instruments.  The  execution  of this
                  -----------------------------------
                  Agreement will not violate or breach any document, instrument,
                  agreement, contract, or commitment material to the business of
                  Thorburn  to  which  Thorburn  is a party  and has  been  duly
                  authorized by all appropriated and necessary action.

         C.       Deliverance  of Shares.  As of the Closing  Date,  the Jutland
                  -----------------------
                  Shares  to be  delivered  to  Hudson  will be  restricted  and
                  constitute  valid and legally issued shares of Jutland,  fully
                  paid and  non-assessable and equivalent in all respects to all
                  other  issued and  outstanding  shares of  Jutland  restricted
                  stock.

         D.       No  Conflict  with Other  Instrument.  The  execution  of this
                  -------------------------------------
                  agreement will not violate or breach any document, instrument,
                  agreement, contract or commitment material to Thorburn.

         E.       No Representations  as to the Financial  Condition of Jutland.
                  --------------------------------------------------------------
                  Thorburn  makes  no   representations   as  to  the  financial
                  condition of Jutland.

5.       Representations and Warranties of Hudson.
         -----------------------------------------

         Hudson hereby represents and warrants that, effective this date and the
Closing  Date,  the  representations  and  warranties  listed below are true and
correct.

         A.       Corporate  Authority.  Hudson has the full corporate power and
                  ---------------------
                  authority  to  enter  this  Agreement  and to  carry  out  the
                  transactions  contemplated  by this  Agreement.  The  Board of
                  Directors  of  Hudson  has  duly   authorized  the  execution,
                  delivery, and performance of this Agreement.

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         B.       No Conflict  With Other  Instruments.  The  execution  of this
                  -------------------------------------
                  Agreement will not violate or breach any document, instrument,
                  agreement, contract, or commitment material to the business of
                  Hudson to which Hudson is a party and has been duly authorized
                  by all appropriated and necessary action.

         C.       No  Conflict  with Other  Instrument.  The  execution  of this
                  -------------------------------------
                  agreement will not violate or breach any document, instrument,
                  agreement, contract or commitment material to Hudson.

         D.       No Action  Against  Thorburn.  Hudson  will not take any legal
                  -----------------------------
                  action  against  Thorburn for any actions  Thorburn  took as a
                  result of his role as a controlling  shareholder,  director or
                  officer of Jutland.

6.       Closing.  The  Closing as herein  referred to shall occur upon such
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date as the parties  hereto may mutually agree upon, but is expected to be on or
before March 24, 1999.

         At closing Hudson will deliver  $10,000 to Thorburn,  and Thorburn will
deliver the Jutland Shares and records to Hudson.

7.       Conditions Precedent of Thorburn to Effect Closing.  All obligations of
         ------------------------------------------------
Thorburn under this  Agreement are subject to fulfillment  prior to or as of the
Closing Date, of each of the following conditions:

         A.       The  representations  and warranties by or on behalf of Hudson
                  contained in this Agreement or in any certificate or documents
                  delivered to Thorburn  pursuant to the provisions hereof shall
                  be  true in all  material  respects  at end as of the  time of
                  Closing as though such  representations  and  warranties  were
                  made at and as of such time.

         B.       Hudson shall have  performed and complied with all  covenants,
                  agreements  and  conditions  required by this  Agreement to be
                  performed or complied with by it prior to or at the Closing.

         C.       All instruments and documents  delivered to Thorburn  pursuant
                  to the provisions  hereof shall be reasonably  satisfactory to
                  Thorburn' legal counsel.

8.       Conditions  Precedent of Hudson to Effect Closing.  All  obligations of
Hudson under this  Agreement are subject  to fulfillment  prior to or as of the 
date of Closing, of each of the following conditions:

         A.       The representations and warranties by or on behalf of Thorburn
                  contained in this Agreement or in any certificate or documents
                  delivered to Hudson pursuant to the provisions hereof shall be
                  true in all material respects at end as of the time of Closing
                  as though such representations and warranties were made at and
                  as of such time.

         B.       Thorburn shall have performed and complied with all covenants,
                  agreements  and  conditions  required by this  Agreement to be
                  performed or complied with by it prior to or at the Closing.

         C.       All instruments and documents  delivered to Hudson pursuant to
                  the  provisions  hereof shall be  reasonably  satisfactory  to
                  Hudson's legal counsel.

9.       Damages and Limit of Liability.  Each  party shall  be liable, for any 
         -------------------------------
material breach of the  representations,  warranties, and  covenants  contained 
herein which results in a failure to perform any obligation under this Agreement
only to the extent of the expenses  incurred in  connection  with such breach or
failure to perform Agreement.

10.      Nature and Survival of Representations and Warranties.  All representa-
         -----------------------------------------------------
tions,  warranties and  covenants made  by any  party in  this Agreement  shall 
survive  the Closing  hereunder. All of  the parties hereto  are executing  and 
carrying out the  provisions  of  this  Agreement  in  reliance  solely  on  the
representations,   warranties  and covenants and  agreements  contained in  this
Agreement or  at the  Closing of the  transactions herein  provided for and not 
upon any  investigation upon  which it might  have made or any representations, 
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.

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11.      Indemnification Procedures. If any claim is made by a party which would
         ---------------------------
give rise to a right of indemnification under this paragraph, the party  seeking
indemnification  (Indemnified  Party) will promptly  cause notice  thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims.  Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified  Party (whose
approval  will not be  unreasonable  withheld),  and the  Indemnified  Party may
participate  in such  defense  at the  expense  of the  Indemnified  Party.  The
indemnifying  Party will not in the  defense  of any such  claim or  litigation,
consent to entry of any  judgement  or enter  into any  settlement  without  the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld).  The Indemnified Party will not, in connection with any such claim or
litigation,  consent  to entry of any  judgement  or enter  into any  settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable  withheld).  The  Indemnified  Party will cooperate  fully with the
Indemnifying  Party and make available to the  Indemnifying  Party all pertinent
information  under its control relating to any such claim or litigation.  If the
Indemnifying  Party  refuses or fails to conduct the defense as required in this
Section,  then the Indemnified  Party may conduct such defense at the expense of
the Indemnifying  Party and the approval of the  Indemnifying  Party will not be
required for any settlement or consent or entry of judgement.

12.      Default at Closing.  Notwithstanding the provisions hereof, if Thorburn
         -------------------
shall fail or refuse to deliver any of the Jutland Shares and records,  or shall
fail or refuse to  consummate the transaction  described in this Agreement prior
to the  Closing Date, such  failure or refusal  shall constitute a  default  by 
Thorburn and  Hudson at its option and without  prejudice to its rights against 
such defaulting party, may  either (a) invoke any equitable remedies  to enforce
performance hereunder including, without  limitation,  an  action  or  suit  for
specific  performance,  or (b) terminate all of its obligations  hereunder with 
respect to Thorburn.

13.      Costs and  Expenses.  Thorburn  and  Hudson  shall bear their own costs
         --------------------
and expenses in the proposed exchange and transfer described in this  Agreement.
Thorburn  and  Hudson  have  been  represented  by their  own  attorney  in this
transaction,  and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.

14.      Notices.  Any notice under this Agreement shall be deemed to have been 
         --------
sufficiently given if sent by  registered or certified  mail,  postage  prepaid,
addressed as follows:

         To Hudson:
         Hudson Consulting Group, Inc.
         268 West 400 South, Suite 300
         Salt Lake City, Utah 84101


         To Thorburn:
         Andrew Thorburn
         104 New Era Drive
         South Plainfield, New Jersey 07080

15.      Miscellaneous.
         --------------

         A.       Further Assurances.  At any time and from time to time,  after
                  -------------------
the effective date, each party will execute such additional instruments and take
such as may be  reasonably  requested  by the other  party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

         B.       Waiver.  Any failure on the part of any party hereto to comply
                  -------
with any of its obligations, agreements, or conditions  hereunder may  be waived
in writing by the party to whom such compliance is owed.

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         C.       Brokers.  Neither  party  has employed  any brokers or finders
                  --------
with regard to this Agreement no disclosed herein.

         D.       Headings.  The  section and subsection headings in this Agree-
                  ---------
ment are  inserted for  convenience only  and shall not  affect in  any  way the
meaning or interpretation of this Agreement.

         E.       Counterparts.  This Agreement may  be executed  simultaneously
                  -------------
in two or more counterparts, each of which shall be deemed an original,  but all
of which together shall constitute one and the same instrument.

         F.       Governing Law.  This Agreement  was negotiated  and is  being 
                  --------------
contracted for in the State of Utah, and shall be  governed  by the laws of the 
State of Utah,  notwithstanding any conflict-of-law  provision to the contrary. 
Any suit, action or legal  proceeding  arising from or related to this Agreement
shall  be  submitted  for  binding  arbitration  resolution  to  the  American  
Arbitration Association,  in Salt Lake City,  Utah,  pursuant to their Rules of 
Procedure or any other  mutually  agreed  upon  arbitrator.  The  parties  agree
to abide by decisions rendered as final and binding, and each party  irrevocably
and  unconditionally consents  to the jurisdiction of such  Courts in such suit,
action or legal  proceeding  and waives any objection to the laying of venue in,
or the jurisdiction of, said Courts.

         G.       Binding  Effect.  This  Agreement shall  be binding  upon the 
                  ----------------
parties hereto  and  inure  to  the  benefit  of the  parties  their  respective
heirs, administrators, executors, successors, and assigns.

         H.       Entire Agreement.  The Agreement contains the entire agreement
                  -----------------
between  the  parties  hereto  and  supersedes  any  and all  prior  agreements,
arrangements  or  understandings  between  the  parties  relating to the subject
matter  hereof.  No oral  understandings,  statements,  promises or  inducements
contrary to the terms of this Agreement  exist. No  representations,  warranties
covenants,  or conditions express or implied, other than is set forth here, have
been made by any party.

         I.       Severability.  If any part of  this Agreement  is deemed to be
                  -------------
unenforceable  the  balance of  the Agreement  shall remain  in full  force  and
effect.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

                                            Hudson Consulting Group, Inc.



                                            By:/s/ Richard Surber
                                               ------------------
                                            Richard Surber, President



                                            Andrew Thorburn



                                            By:/s/ Andrew Throburn
                                               -------------------


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