Stock Purchase Agreement

Stock Purchase Agreement

by PracticeXpert
May 3rd, 2001

                            STOCK PURCHASE AGREEMENT


                  THIS STOCK  PURCHASE  AGREEMENT is made and entered into as of
November 10, 2000, by and between the individuals  listed in Schedule A attached
hereto ("Sellers"), and

                  CastPro.com, Inc., A Nevada corporation (the "Purchaser").
                                                                ---------

                              W I T N E S S E T H:
                              - - - - - - - - - --


                  WHEREAS,  the Sellers own an  aggregate of 1,000 shares of the
common stock of PTS TV, a Texas  corporation (the  "Company"),  which constitute
all of the issued and outstanding shares of the Company's capital stock; and

                  WHEREAS, the Sellers wish to sell to the Purchaser all of such
common shares (the "Shares") of the common stock of the Company  pursuant to the
terms and conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  agreements and covenants  hereinafter  set forth,  the Purchaser and the
Sellers hereby agree as follows:

                                   ARTICLE I.

                           Purchase and Sale of Stock


                           Section 1.01  Purchase and Sale of Stock.  Subject to
                  the terms  and  conditions  hereof,  on the  Closing  Date (as
                  defined  below) the Sellers  agrees to sell to the  Purchaser,
                  and the  Purchaser  agrees to purchase  from the Sellers,  the
                  Shares:

                           (a) In exchange for 2,000,000  shares of  Purchaser's
                  Class A convertible preferred stock, par value $1.00 per share
                  (the  "Preferred  Stock"),  which  Preferred  Stock  shall  be
                  delivered  to the  Sellers  pro  rata,  in  proportion  to the
                  Seller's  current  ownership  of  Company  common  stock.  The
                  Preferred Stock shall the rights,  preference and restrictions
                  set forth on the Certificate of Determination  attached hereto
                  as Schedule B.

                           (b) At the Closing (as hereinafter defined) Purchaser
                  will  deposit  with an escrow  agent  agreeable to Sellers and
                  Purchaser pursuant to an escrow agreement in the form attached
                  hereto as  Exhibit A (the  "Escrow  Agreement"),  one  million
                  shares of Preferred Stock,  which shares would be delivered to
                  the Sellers (pro rata in proportion to their current ownership
                  of Company  common  stock) upon  attainment  by the Company of
                  gross revenues of at least $24 million during the twelve-month

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                  period  ending  December 31, 2001,  and at least $1 of pre-tax
                  net  income   for  the  same   period  as   audited.   If  the
                  above-mentioned  pre-tax  net  income  and  revenues  are  not
                  achieved,  the one million  shares of Preferred  Stock will be
                  delivered from escrow back to Purchaser.

                           (c)  Purchaser  agrees to issue to the  Sellers  (pro
                  rata in  proportion  to their  current  ownership  of  Company
                  common stock) one share of its common stock for each dollar of
                  the Company's pre-tax income,  as audited,  during each of the
                  two twelve-month periods ending on December 31, 2001 and 2002.
                  Any and all stock issued under this Section  1.01(c)  shall be
                  delivered by Purchaser to Sellers within 60 days after the end
                  of each respective  calendar year. The Sellers shall receive a
                  maximum under this  provision of 7.5 million  shares of common
                  stock combined for both calendar years stated above.

                           (d) Purchaser  shall,  until after December 31, 2002,
                  cause the Company to operate independently and to maintain its
                  separate corporate identity.

                           (e) For purposes of this Agreement,  "pre-tax income"
                  of the Company for each of the years  ended  December  31, 201
                  and 2002 shall mean its aggregate  earnings net of losses from
                  operations,  after  deduction  of  all  appropriate  expenses,
                  charges  and  reserves,  but before  adjustment  for  federal,
                  state,  and local income or franchise  taxes.  Pre-tax  income
                  shall be determined in accordance with the Company's generally
                  accepted accounting  principles,  consistently  applied per an
                  audit by the firm of independent  certified public accountants
                  engaged  by  the   Purchaser   for  its  audit   ("Purchaser's
                  Accountants");  provided,  however,  that in determining  such
                  pre-tax income:

                                    (i) pre-tax income shall be computed without
                           regard  to  "extraordinary  items" of gain or loss as
                           that term shall be defined in GAAP;

                                    (ii)  pre-tax  income  shall not include any
                           gains,  losses or profits  realized  from the sale of
                           any  assets  other  than in the  ordinary  course  of
                           business;

                                    (iii)  no  deduction  shall  be made for any
                           management fees,  general overhead  expenses or other
                           intercompany  charges,  of  whatever  kind or nature,
                           charged by the Purchaser to the Company,  except that
                           the  Purchaser  may charge  interest  on any loans or
                           advances  made by the  Purchaser  to the  Company  in
                           connection with its business  operations at a rate of
                           8% per annum;

                                    (iv) no deduction shall be made for legal or
                           accounting  fees  and  expenses  arising  out of this
                           Agreement; and

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                                    (v) the  purchase  and sales prices of goods
                           and services  sold by the Company to the Purchaser or
                           its  affiliates  or purchased by the Company from the
                           Purchaser  or its  affiliates  shall be  adjusted  to
                           reflect  the  amounts  that the  Company  would  have
                           realized or paid if dealing with an independent party
                           in an arm's length commercial transaction.

                           (f) Time of Determination.
                               ---------------------

                                    (i) The pre-tax  income of the Company shall
                           be determined promptly after the close of each of the
                           2001 and 2002 fiscal  years by an audit  conducted by
                           Purchaser's  Accountants.  Copies  of  their  reports
                           setting forth their computation of the pre-tax income
                           of the Company  shall be  submitted in writing to the
                           Sellers and the Purchaser and,  unless either Sellers
                           or  the  Purchaser   notifies  the  other  within  20
                           business  days after  receipt of the report  that its
                           objects  to the  computation  of  pre-tax  income set
                           forth  therein,  the  reports  shall be  binding  and
                           conclusive  for the purposes of this  Agreement.  The
                           Sellers shall have access to the books and records of
                           the   Company   and   to   Purchaser's   Accountants'
                           workpapers  during  regular  business hours to verify
                           the computation of pre-tax income made by Purchaser's
                           Accountants.

                                    (ii) If  either  a Seller  or the  Purchaser
                           notifies the other in writing within 20 business days
                           after receipt of Purchaser's Accountants' report that
                           it objects to the  computation  of the pre-tax income
                           set forth  therein,  the amount of pre-tax income for
                           the fiscal year for which such report  relates  shall
                           be determined by negotiation  between the Sellers and
                           the  Purchaser.  If the Sellers and the Purchaser are
                           unable to reach  agreement  within 20  business  days
                           after such  notification,  the  determination  of the
                           amount of pre-tax  income for the period in  question
                           shall be  submitted  to a  mutually  agreeable  third
                           party   firm   of   independent    certified   public
                           accountants      ("Special      Accountants")     for
                           determination,  whose  determination shall be binding
                           and  conclusive  on  the  parties.   If  the  Special
                           Accountants  determine  that the  pre-tax  income has
                           been  understated  by 5% or more,  then the Purchaser
                           shall pay the Special  Accountants'  fees,  costs and
                           expenses.  If pre-tax income has not been understated
                           or has been  understated  by less  than 5%,  then the
                           Sellers  shall  pay the  Special  Accountants'  fees,
                           costs and expenses.

                           Section 1.02 Closing Date.  The  consummation  of the
                  purchase  and sale of the  Shares  hereunder  (the  "Closing")
                  shall be held at the offices of CastPro.com,  Inc,  located at
                  11300 West Olympic Boulevard, Suite 730, Los Angeles, CA 90064

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                  at 10:00 AM (Local  Time) on  December  15,  2000,  or at such
                  other  time and place as the  Sellers  and the  Purchaser  may
                  mutually agree (the "Closing Date").


                                  ARTICLE II.

                  Representations and Warranties of the Sellers


                           Section 2.01  Representations of Each of the Sellers.
                  Each of the Sellers  represents  and warrants to the Purchaser
                  that the  following  is true and correct as of the date hereof
                  and shall be true and  correct  as of the  Closing  Date.  The
                  representations  and  warranties  of the  Sellers set forth in
                  this  Section 2.01 are several  obligations,  meaning that the
                  particular Seller making the  representation and warranty will
                  be solely  responsible  therefor  to the  extent  provided  in
                  Section 6.02 hereof for loss, etc. the Purchaser may suffer as
                  a result of any breach thereof:

                           (a)  Existence.  The  Company is a  corporation  duly
                  organized and validly existing under the laws of Texas.

                           (b)  Authorization;   No  Violation.  The  execution,
                  delivery and  performance by each Seller of this Agreement are
                  within such Sellers  powers,  have been duly authorized by all
                  necessary  action,  and do  not  contravene  in  any  material
                  respect any  Requirement of Law or  Contractual  Obligation of
                  Sellers.  As used herein,  "Requirement of Law" shall mean, as
                  to any Person,  the certificate of incorporation and bylaws or
                  other organizational or governing documents of such Person, if
                  applicable,  and  any  law,  treaty,  rule or  regulation,  or
                  determination   of  an   arbitrator  or  any  court  or  other
                  Governmental  Authority, in each case applicable to or binding
                  upon  such  Person  or any of its  property  or to which  such
                  Person or any of its  property  is  subject.  As used  herein,
                  "Contractual  Obligation"  shall mean,  as to any Person,  any
                  provision  of any  security  issued  by such  Person or of any
                  agreement, instrument or undertaking to which such Person is a
                  party or by which it or any of its property is bound.  As used
                  herein,  "Person" shall mean an individual or any corporation,
                  association,  partnership,  joint  venture,  estate,  trust or
                  other legal entity,  including any Governmental  Authority. As
                  used herein, "Governmental Authority" shall mean any nation or
                  government,  any state or other political subdivision thereof,
                  and any entity exercising  executive,  legislative,  judicial,
                  regulatory  or  administrative  functions of or  pertaining to
                  government.

                           (c) Government and Other Consents.  No  authorization
                  or  approval  or other  action  by, and no notice to or filing
                  with, any Governmental Authority is required to be obtained or

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                  made,  and no consent  of any third  party is  required  to be
                  obtained by, each Seller for the due  execution,  delivery and
                  performance by each Seller of this Agreement.

                           (d) Enforceable Obligations.  This Agreement has been
                  duly  executed  and  delivered  on behalf of each  Seller  and
                  constitutes the legal, valid and binding obligation of each of
                  the Sellers enforceable against each Seller in accordance with
                  its terms and conditions, except as such enforceability may be
                  limited by applicable bankruptcy, insolvency,  reorganization,
                  moratorium  or  similar  laws  affecting  the  enforcement  of
                  creditors'  rights  generally  and by  general  principles  of
                  equity.

                           (e)  No   Litigation.   No   claim,   action,   suit,
                  investigation  or  proceeding  of or before any  arbitrator or
                  Governmental Authority is pending or, to the knowledge of each
                  Seller,  threatened  by or against each Seller with respect to
                  the  Company,  this  Agreement  or  any  of  the  transactions
                  contemplated  hereby.  To the best of Sellers'  knowledge,  no
                  judgment,  order, writ, injunction,  decree or award issued by
                  any  Governmental  Authority is applicable to any Seller which
                  affects any of the Shares, the Company,  this Agreement or any
                  of the transactions contemplated hereby.

                           (f) Ownership of the Shares. Each Seller is the owner
                  of  record  and  beneficially  of the  number  of  issued  and
                  outstanding shares listed in Schedule C. All of the Shares are
                  free  and  clear  of  any  liens,   claims  and   encumbrances
                  (collectively,  "Encumbrances").  Each Seller has the right to
                  transfer  title to the Shares to the  Purchaser.  There are no
                  commitments,  agreements  or rights  relating to the purchase,
                  sale  or  other  disposition  of the  Shares  or any  interest
                  therein  (including,   without  limitation,  any  subscription
                  agreement,  preemptive right or right of first refusal).  None
                  of  the  Shares  are  subject  to  any  voting  trust,  voting
                  agreement,  or other similar  agreement or understanding  with
                  respect to the voting or control thereof,  nor is any proxy in
                  existence with respect to any of the Shares.  Upon the sale of
                  the Shares to the Purchaser  pursuant to this  Agreement,  the
                  Purchaser   will  own  the  Shares   free  and  clear  of  all
                  Encumbrances.

                           (g) Disclosure. No representation or warranty made by
                  Sellers  in this  Agreement  and in any  schedule  or  exhibit
                  hereto, to the best knowledge of Sellers,  contains any untrue
                  statement of material fact or omits any material fact in order
                  to make the statements made and information  contained therein
                  as of the date hereof not misleading.

                           (h) Brokers,  Finders. The Seller has no liability or
                  obligation  to pay any  fees  or  commissions  to any  broker,
                  finder, or agent with respect to the transactions contemplated
                  by this Agreement for which  Purchaser  could become liable or
                  obligated.

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                           Section 2.02 Representations of the Sellers as to the
                  Company.  Each Seller represents and warrants to the Purchaser
                  that the  following  is true and correct  with  respect to the
                  Company as of the date hereof and shall be true and correct as
                  of the Closing Date.  The  representations  and warranties set
                  forth in this  Section 2.02 are several  obligations,  meaning
                  that the  particular  Seller  making  the  representation  and
                  warranty  will be solely  therefor  to the extent  provided in
                  Section 6.02 hereof for loss, etc. the Purchaser may suffer as
                  a result of any breach thereof:

                           (a)  Organization,  Standing and Qualification of the
                  Company. The Company is a corporation duly organized,  validly
                  existing and in good standing  under the laws of Texas and the
                  Company has all  necessary  corporate  power and  authority to
                  engage in the business in which it is presently  engaged.  The
                  Company  has  not  qualified  to  do  business  as  a  foreign
                  corporation in any state other than  California.  Sellers have
                  delivered to the Purchaser  true,  correct and complete copies
                  of the certificate of incorporation and bylaws of the Company,
                  and all amendments thereto.

                           (b) Capital Structure of the Company.  The authorized
                  capital  stock of the Company  consists of 1,000  shares of no
                  par value common  stock,  of which 1,000 shares are issued and
                  outstanding.  No other class or series of capital stock of the
                  Company  is or  has  been  authorized,  nor  has  the  Company
                  authorized or issued, nor does it have outstanding,  any other
                  securities (including, without limitation,  options, warrants,
                  conversion   privileges   or  other   rights,   contingent  or
                  otherwise,  to purchase any capital stock or other  securities
                  of the  Company).  All  of the  Shares  are  duly  authorized,
                  validly  issued,  fully  paid and  non-assessable.  All of the
                  Shares  were  issued  in   compliance   with  all   applicable
                  Requirements  of  Law  (including   securities  laws)  and  in
                  compliance with the certificate of incorporation and bylaws of
                  the Company.  There are no outstanding  subscriptions  for any
                  securities to be issued by the Company.

                           (c) No Violation of Statute or Breach of Contract. To
                  the best  knowledge  of the  Sellers,  the  Company  is not in
                  default under, or in violation of, (a) any material applicable
                  Requirement   of  Law,   or  (b)  any   material   Contractual
                  Obligation.  The  Company  has not  received  notice  that any
                  Person claims that the Company has committed such a default or
                  violation.

                           (d)  Government  and  Other  Consents.   No  consent,
                  authorization,  license, permit,  registration or approval of,
                  or exemption or other action by, any Governmental Authority is
                  required to be  obtained or made,  and no consent of any third
                  party is required to be obtained by the Company in  connection
                  with the execution and delivery of this  Agreement or with the
                  consummation of the transactions contemplated hereby.

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                           (e) Effect of  Agreement.  The execution and delivery
                  of  this   Agreement  by  the  Sellers,   performance  of  the
                  obligations of the Sellers  hereunder and  consummation of the
                  transactions  contemplated  hereby  will not (i)  result  in a
                  breach or violation of any  Requirement  of Law  applicable to
                  the  Company;  (ii) result in the breach of, or be in conflict
                  with,  any term,  covenant,  condition  or  provision  of, any
                  Contractual  Obligation of the Company; or (iii) result in the
                  creation or imposition of any  Encumbrance  upon any assets of
                  the Company.

                           (f) Financial  Statements.  The audited balance sheet
                  and income  statement  of the Company as of December 31, 1998,
                  December 31, 1999,  and September 30, 2000, to be procured and
                  paid for by the  Purchaser  and  approved by the Sellers  (the
                  "Financial  Statements")  shall be complete  and  accurate and
                  fairly present the assets and liabilities of the Company as of
                  the dates and for the periods therein specified.

                           (g)  Assets  and  Business.   The  Company  owns  the
                  tangible  assets  listed in Schedule D (plus  tangible  assets
                  acquired  after  the date  hereof  and minus  tangible  assets
                  disposed of in the ordinary  course of business after the date
                  hereof) free and clear of all Encumbrances except as set forth
                  in  Schedule  D, as such  Schedule  may be  amended to include
                  Encumbrances  attaching  after  the date  hereof  to  tangible
                  assets acquired after the date hereof.

                           (h)  Absence of  Undisclosed  Liabilities.  Except as
                  included   in  the   Financial   Statements   and  except  for
                  liabilities  which  arise  after  the  date  of the  Financial
                  Statements in the ordinary course of business,  to the best of
                  Sellers'  knowledge,  the Company  does not have any  material
                  debt,  liability,  or obligation as of the Closing Date of any
                  nature, accrued, absolute or contingent, due or to become due,
                  liquidated or unliquidated  (each,  "Undisclosed  Liability").
                  For purposes of this subsection  2.01(h), a liability shall be
                  deemed to be material if it exceeds 5% of the Company's assets
                  as shown on the Financial Statements.

                           (i) Tax Returns and Payments. All income tax returns,
                  federal, state, local, foreign and other,  including,  without
                  limitation,  all  federal  income tax  returns and reports for
                  each fiscal year of the Company  through the fiscal year ended
                  December 31, 1999  required to be filed by and/or on behalf of
                  the Company in respect of any income taxes (including  without
                  limitation  all  foreign,  federal,  state,  county  and local
                  income  taxes) have been  filed,  and the Company has paid all
                  income  taxes shown  thereon as owing except where the failure
                  to file or to pay  income  taxes  would  not  have a  material
                  adverse  affect on the  financial  condition  of the  Company.
                  There are no deficiency  assessments  against the Company with
                  respect to any foreign,  federal, state, local or other taxes.
                  There are no outstanding  agreements or waivers  extending the
                  period of limitation  applicable  for assessment or collection

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                  for any  federal,  state,  local or  foreign  tax,  or for the
                  filing of any tax  return,  in respect of the  Company for any
                  period. Neither the federal tax returns nor any state, county,
                  local or foreign tax  returns of the Company  have in the past
                  been  audited  by the  Internal  Revenue  Service or any other
                  taxing  authority.  The Sellers have heretofore made available
                  to the  Purchaser  copies  of all  federal,  state,  local and
                  foreign tax  returns or reports of the Company  filed prior to
                  the Closing Date. To Sellers' best knowledge,  all tax returns
                  filed by or on  behalf of the  Company  are  materially  true,
                  correct and  complete.  To the best  knowledge of the Sellers,
                  all taxes that the  Company is or was  required to withhold or
                  collect (including,  without  limitation,  payroll taxes) have
                  been  duly  withheld  or  collected  and  paid  to the  proper
                  Governmental Authority.

                           (j)  Contracts.  Attached  hereto as  Schedule E is a
                  list of all  written  agreements  and  contracts  to which the
                  Company is a party or by which it is bound (the  "Contracts").
                  Sellers have no reason to believe the Contracts are not valid,
                  legally binding and enforceable in accordance with their terms
                  and are in full force and effect. Copies of the Contracts have
                  been delivered to the Purchaser.

                           (k) Litigation. Except as set forth on Schedule F, no
                  claim,  action,  suit, or other proceeding against the Company
                  is pending  or, to the  knowledge  of Sellers,  is  threatened
                  before or by any court,  administrative or regulatory body, or
                  other   Governmental   Authority.   The  Sellers  know  of  no
                  investigation of the Company by any  administrative  agency of
                  any federal,  state or local government.  No judgment,  order,
                  writ,  injunction,  decree or award issued by any Governmental
                  Authority is applicable to the Company.

                           (l)  Accounts,  Powers  of  Attorney.  There  are  no
                  persons  holding a power of  attorney on behalf of the Company
                  or otherwise holding the right to act as an agent on behalf of
                  the Company.  Schedule G lists the names and addresses of each
                  bank or  other  financial  institution  in  which  on the date
                  hereof the  Company has an  account,  deposit or  safe-deposit
                  box,  including the number of each such  account,  deposit and
                  safe-deposit box.

                           (m)  Insurance.  Except as set forth in  Schedule  H,
                  there are no insurance policies  maintained by or on behalf of
                  the Company in effect on the Closing Date.

                           (n) No Subsidiaries  or Joint  Ventures.  The Company
                  does not  own,  directly  or  indirectly,  beneficially  or of
                  record,  or have any  obligation to acquire,  any stock of, or
                  other equity or ownership interest in, any Person. The Company
                  is not a party to or involved in any joint venture.

                                       8


                           (o)   Accounts   Receivable.   Schedule  I  shall  be
                  completed  by the  Company  on the  Closing  date to include a
                  complete and accurate  list of all accounts  receivable of the
                  Company as of the Closing Date.

                           (p) Minute Books. All stock books,  stock ledgers and
                  minute  books of the  Company  have  been  made  available  to
                  Purchaser for review.

                           (q)   Employees.   The  Company   has   approximately
                  twenty-five  employees  and except as set forth on Schedule J,
                  no  employee  benefit  plans or pension  plans (as  defined in
                  Section 3(3) of the Employee Retirement Income Security Act of
                  1974 ("ERISA") or any incentive,  bonus,  stock option,  stock
                  appreciation  or  parachute  program  or  any  other  type  of
                  employee  compensation  arrangement  or  program.  Neither the
                  Company nor any employee  benefit or pension  plan  previously
                  maintained  by the Company has any  unsatisfied  liability  or
                  obligation  to  any  former  employee  of  the  Company  or in
                  connection  with any  employee  benefit or pension plan or any
                  incentive,   bonus,   stock  option,   stock  appreciation  or
                  parachute program.

                           (r) Toxic Wastes; Employee Safety, etc.

       (i)    Definitions.   For  purposes  of  this  Agreement,  the  following
              capitalized terms shall have the meanings set forth below:

              a)  "Hazardous  Substances"  shall  mean any  chemical,  compound,
                  material, mixture, living organism or substance that is now or
                  hereafter  defined or listed in, or  otherwise  classified  or
                  regulated in any way pursuant to, any Environmental  Laws as a
                  "hazardous   waste,"   "hazardous    substance,"    "hazardous
                  material,"  "extremely  hazardous waste,"  "infectious waste,"
                  "toxic  substance," "toxic pollutant" or any other formulation
                  intended to define,  list, or classify substances by reason of
                  deleterious   properties,    including   without   limitation,
                  ignitability,   corrosivity,  reactivity,  carcinogenicity  or
                  toxicity,  such materials to include without limitation,  oil,
                  waste  oil,   petroleum   waste   petroleum,   polychlorinated
                  biphenyls (PCBs),  asbestos,  radon,  natural gas, natural gas
                  liquids,  liquefied  natural gas, or synthetic  gas usable for
                  fuel (or mixtures of natural gas and such synthetic gas).

b)                "Environmental Laws" shall mean applicable federal,  state, or
                  local  laws,   including  without   limitation,   common  law,
                  statutes,   rules,    regulations,    codes   or   ordinances,
                  requirements under licenses, permits, franchises, approvals or
                  contracts,  orders, demands, decrees,  judgments,  directives,
                  injunctions  and   requirements  of  any  other   governmental
                  authority, relating to the protection of health, safety or the
                  environment.

       (ii)   Neither  the  Sellers  nor the  Company  are in actual or  alleged
              violation of any Environmental  Laws,  arising from the Sellers or

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              the Company's ownership, operation or use of any property prior to
              the Closing  Date, or arising from their  ownership,  operation or
              use of any of their other current or former assets or businesses.

       (iii)  To the  Sellers'  knowledge,  no  property  currently  or formerly
              owned,  operated or used by the  Company or any  property to which
              the Company may have transported,  treated or disposed or arranged
              for the transport,  treatment or disposal of Hazardous  Substances
              is listed as a site on the National Priorities List (as defined in
              the   Comprehensive   Environmental   Response   Compensation  and
              Liability Act of 1980, as amended) or comparable federal, state or
              local list of sites of environmental  concern. In addition, to the
              Sellers'  knowledge,  none of such  sites  are or  have  been  the
              subject  of  any  remediation,  removal,  cleanup,  investigation,
              response action,  claim,  judgment or enforcement action regarding
              any actual or alleged presence of Hazardous Substances.

       (iv)   To the  Sellers'  knowledge,  the  Company  has not  received  any
              written  notice or report of any releases of Hazardous  Substances
              on, under, from or into any property  formerly owned,  operated or
              used by the Company during the time of its ownership, operation or
              use or, to the  knowledge of the Sellers,  prior to the  Company's
              ownership, operation or use.

       (v)    To the best of Sellers' knowledge, there are no civil, criminal or
              administrative   actions,   suits,  demands,   claims,   hearings,
              proceedings or notices pending or, threatened  against the Company
              under any Environmental Laws, including without limitation,  those
              related to any  allegations  of economic  loss,  personal  injury,
              illness or damage to real or personal property or the environment.
              To the  Sellers'  knowledge,  there are no facts or  circumstances
              which are reasonably likely to give rise to such a claim.

       (vi)   The  Company  is not a party or a  successor  in  interest  to any
              contract or agreement,  including without limitation, any purchase
              agreements,  leases, indemnities or guaranties,  pursuant to which
              the  Company  has  assumed  or  agreed to be  responsible  for any
              current or  contingent  liabilities  with respect to any Hazardous
              Substances or any matters under Environmental Laws.

                           (s) Permits,  Licenses,  Etc. No franchise,  license,
                  permit,  certificate,  authorization,  right or other approval
                  issued or granted by any Governmental  Authority to or for the
                  benefit of the Company is in existence  or effect,  except for
                  the   Company's   incorporation   in  Texas,   the   Company's
                  authorization to transact  business in California as a foreign
                  corporation,  and the  Company's  certificate  of occupancy to
                  occupy its offices.

                           (t)  Officers;   Directors.  Schedule  K  contains  a
                  complete and correct list of all of the officers and directors
                  of the Company.

                                       10


                                  ARTICLE III.

                 Representations and Warranties of the Purchaser


                           Section  3.01 The  Purchaser  hereby  represents  and
                  warrants to the Sellers as follows:


                           (a)  Existence.  The Purchaser is a corporation  duly
                  organized and validly  existing under the laws of the State of
                  Nevada.

                           (b)  Authorization;   No  Violation.  The  execution,
                  delivery and  performance  by the Purchaser of this  Agreement
                  are within the Purchaser's corporate powers and have been duly
                  authorized by all necessary  action,  and do not contravene in
                  any material  respect any  Requirement  of Law or  Contractual
                  Obligation of the Purchaser.

                           (c) Government  Authorization.  No  authorization  or
                  approval or other  action by, and no notice to or filing with,
                  any Governmental  Authority is required to be obtained or made
                  by  the  Purchaser  for  the  due   execution,   delivery  and
                  performance by the Purchaser of this Agreement.

                           (d) Enforceable  Obligations.  This Agreement and the
                  Voting  Agreement and employment  agreements  (provided for in
                  Sections  4.02(d) and (e),  respectively,  when executed) have
                  been duly  executed and  delivered on behalf of the  Purchaser
                  and constitute the legal, valid and binding obligations of the
                  Purchaser enforceable against the Purchaser in accordance with
                  their  terms,  except  as  enforceability  may be  limited  by
                  applicable bankruptcy, insolvency, reorganization,  moratorium
                  or similar laws affecting the enforcement of creditors' rights
                  generally and by general principles of equity.

                           (e)  No   Litigation.   No   claim,   action,   suit,
                  investigation  or other proceeding of or before any arbitrator
                  or  Governmental  Authority is pending or, to the knowledge of
                  the  Purchaser,  threatened by or against the  Purchaser  with
                  respect  to  this   Agreement  or  any  of  the   transactions
                  contemplated hereby.

                           (f) Brokers,  Finders. The Purchaser has not retained
                  any  person  to act on its  behalf  as a broker  or  finder in
                  connection with the purchase of the Shares.

                                       11


                           (g) Investment  Intent. The Shares are being acquired
                  by the  Purchaser  for its own  account and not with a view to
                  distribution within the meaning of the Securities Act of 1933,
                  as amended (the "Securities Act"). The Purchaser  acknowledges
                  that  there is no  existing  public  market for the Shares and
                  that no registration statement relating to the Shares has been
                  filed  under  the  Securities  Act  or  any  applicable  state
                  securities laws, and that the Shares must be held by it for an
                  indefinite  period of time unless the Shares are  subsequently
                  registered  under the Securities Act and state securities laws
                  or unless an exemption from any such  applicable  registration
                  requirement is available,  and the Purchaser acknowledges that
                  there  is  no   assurance  or   obligation   as  to  any  such
                  registration or exemption.


                                  ARTICLE IV.

                              Conditions to Closing

                           Section 4.01  Conditions to Purchaser's  Obligations.
                  The  obligation of the Purchaser to purchase the Shares at the
                  Closing  is  subject  to the  fulfillment  on or  prior to the
                  Closing Date of the following conditions:

                           (a)    Representations    and   Warranties   Correct;
                  Performance of Obligations. The representations and warranties
                  made by the  Sellers in  Article  II hereof  shall be true and
                  correct in all material  respects when made, and shall be true
                  and correct in all material  respects on the Closing Date with
                  the same  force and  effect as if they had been made on and as
                  of the Closing Date.  The Sellers shall have  performed in all
                  material   respects  all  obligations  and  conditions  herein
                  required  to be  performed  or observed by them on or prior to
                  the Closing Date.

                           (b)  Qualifications.  All actions and steps necessary
                  to  assure  compliance  with  applicable   federal  and  state
                  securities  laws  shall have been duly  obtained  and shall be
                  effective on and as of the Closing, except for such filings as
                  are required or permitted by state or federal  securities laws
                  subsequent to the Closing.

                           (c) Dividends. The Company shall not have declared or
                  paid any  dividend or  otherwise  changed  its  capitalization
                  between the date hereof and the Closing Date.

                           (d) Audited  Financial  Statements.  Purchaser  shall
                  have  received  and  approved the  Financial  Statements.  The
                  Purchaser agrees that it is the Purchaser's sole obligation to
                  pay for  such  audit  and that  neither  the  Sellers  nor the
                  Company shall have any liability for such expense.

                                       12


                           Section  4.02   Conditions  to   Obligations  of  the
                  Sellers.  The  Sellers'  obligation  to sell the Shares at the
                  Closing  is  subject  to the  fulfillment  on or  prior to the
                  Closing Date of the following conditions:

                           (a)    Representations    and   Warranties   Correct;
                  Performance of Obligations. The representations and warranties
                  of the  Purchaser  in  Article  III  hereof  shall be true and
                  correct in all material  respects when made, and shall be true
                  and correct in all material  respects on the Closing Date with
                  the same  force and  effect as if they had been made on and as
                  of the Closing Date, and the Purchaser shall have performed in
                  all material  respects all obligations  and conditions  herein
                  required  to be  performed  by it on or prior  to the  Closing
                  Date.

                           (b)  Incumbency  Certificate  of the  Purchaser.  The
                  Sellers shall have received a certificate  of the Purchaser in
                  its  capacity as Secretary of the  Purchaser,  certifying  the
                  names and  signatures of officers of the Purchaser  authorized
                  to sign this Agreement and the other documents to be delivered
                  hereunder on behalf of the Purchaser.

                           (c) Escrow Agreement. The Escrow Agreement shall have
                  been  executed  by the  Purchaser,  the Sellers and the escrow
                  agent  and the  shares  of  Preferred  Stock  shall  have been
                  deposited in escrow pursuant thereto.

                           (d) Voting Trust Agreement.  A Voting Trust Agreement
                  in form and  substance  acceptable  to the Sellers  shall have
                  been executed by the Sellers and the Purchaser,  providing for
                  the voting by a trustee  selected by the Sellers of the shares
                  of the Company.

                           (e) Employment  Agreements.  Employment Agreements in
                  form and  substance  acceptable to the Sellers shall have been
                  executed by the Sellers and the Company.

                           (f) Audited Financial Statements.  Sellers shall have
                  received and approved the Financial Statements.

                                       13


                                   ARTICLE V.

                               Closing Deliveries


                           Section 5.01 Sellers' Deliveries.  At the Closing, in
                  addition to any other  documents or agreements  required under
                  this  Agreement,  the  Sellers  shall  deliver  or cause to be
                  delivered to the Purchaser the following:

                           (a) Stock  certificates  evidencing  the Shares  duly
                  endorsed  in  blank,  or  accompanied  by  stock  powers  duly
                  executed in blank,  in a form  reasonably  satisfactory to the
                  Purchaser.

                           (b) Copies of all  consents and  approvals  obtained,
                  and all registrations,  qualifications,  declarations, filings
                  and notices made, by the Sellers  pursuant to Section  4.01(b)
                  hereof.

                           (c) All records,  documents  and files of the Company
                  including, without limitation, all minute books, stock records
                  and internal accounting records.

                           (d) Such other documents, assignments, instruments of
                  conveyance and  certificates  as reasonably may be required by
                  the   Purchaser  to   consummate   this   Agreement   and  the
                  transactions contemplated hereby.

                           Section 5.02 Purchaser's Deliveries.  At the Closing,
                  in  addition to any other  documents  or  agreements  required
                  under  this  Agreement,  the  Purchaser  shall  deliver to the
                  Sellers   the   Preferred   Stock  in   accordance   with  the
                  instructions  of Sellers,  together with. such other documents
                  as  reasonably  may be required  by the Sellers to  consummate
                  this Agreement and the  transactions  contemplated  hereby and
                  the Purchaser  shall  deliver one million  shares of Preferred
                  Stock to the Escrow Agent.


                                  ARTICLE VI.

                  Survival of Representations; Indemnification


                           Section 6.01 Survival of Representations. The parties
                  agree  that,  notwithstanding  any  right  or  ability  of the
                  Purchaser fully to investigate the affairs of the Company, any
                  knowledge of facts  determinable by the Purchaser  pursuant to
                  such investigations or right of or ability to investigate, the
                  Purchaser   has   the   right   to   rely   fully   upon   the
                  representations,  warranties,  covenants and agreements of the
                  Sellers contained in this Agreement and on the accuracy of any
                  schedule, exhibit, document or certificate annexed hereto. All
                  representations and warranties of the parties contained herein
                  shall  survive the Closing  until the  expiration  of the time
                  periods set forth in Section 6.04.

                           Section 6.02 Indemnification by the Sellers.

                                       14


                           (a)  Subject to the  provisions  of this  Article VI,
                  each Seller shall indemnify and hold harmless the Company, the
                  Purchaser and their  affiliates  and the  officers,  partners,
                  directors,  employees,  agents, owners, successors and assigns
                  thereof  from such  Seller's  Allocable  Portion  of any loss,
                  damage, liability or expense,  including,  without limitation,
                  reasonable expenses of investigation and reasonable attorneys'
                  fees and expenses incurred in connection with any action, suit
                  or  proceeding  against  any thereof  ("Adverse  Consequence")
                  incurred  or  suffered  by such  party and  arising  out of or
                  resulting from (i) any material  breach of any  representation
                  or  warranty   contained  in  Article  II  of  this  Agreement
                  (provided,  however,  that the Sellers  shall not be deemed to
                  have  breached the  provisions of Section  2.01(g)  unless the
                  Sellers are also liable to the  Purchaser  under Section 10b-5
                  of the Securities Exchange Act of 1934 or Section 12(2) of the
                  Securities  Act of  1933),  (ii) any  material  breach  of any
                  covenant  made by Sellers  hereunder,  or (iii) any lawsuit or
                  other proceeding or claim brought by any third party after the
                  Closing  against the Company,  the Purchaser,  or any of their
                  respective officers, partners,  directors,  employees, agents,
                  owners,  successors  and assigns  with  respect to any acts or
                  omissions of the Company  prior to the Closing For purposes of
                  this Section 6.02(a), the term "material" means a breach which
                  would  have  a  material   adverse  effect  on  the  Company's
                  business, taken as a whole.  Notwithstanding the provisions of
                  this  Section   6.02(a),   the  Sellers  shall  not  have  any
                  obligation to indemnify  and hold harmless the Purchaser  from
                  and against any Adverse  Consequences  caused by the breach of
                  any  representation  or  warranty  or  covenant of the Sellers
                  contained  in this  Agreement  (i)  until  the  Purchaser  has
                  suffered  Adverse  Consequences  for  which the  purchaser  is
                  afforded  indemnification  under  Section  6.02 in excess of a
                  $75,000  ($115,000 of the shares provided from Section 1.01(b)
                  are delivered from escrow to the Sellers) aggregate deductible
                  (after  which  point the  Sellers  will be  obligated  only to
                  indemnify the Purchaser  from and against  further  losses) or
                  thereafter,  (ii)  to  the  extent  the  Adverse  Consequences
                  suffered  by the  Purchaser  by  reason  of all such  breaches
                  exceeds a $2,000,000 ($3,000,000 if the shares provided for in
                  Section  1.01(b) are  delivered  from  escrow to the  Sellers)
                  aggregate  ceiling  (after  which  point the  Sellers  have no
                  obligation to indemnify  and hold harmless the Purchaser  from
                  and  against  further  such  Adverse  Consequences.  The  term
                  "Allocable  Portion" with respect to a Seller means the number
                  of Shares owned by such Seller divided by the number of Shares
                  owned by all Sellers.

                                       15


                           (b)  Anything  to  the  contrary   contained   herein
                  notwithstanding,  in the event of  liability of any or all the
                  Sellers to the  Purchaser  under this  Article VI, the Sellers
                  may discharge such liability by  transferring to the Purchaser
                  shares  of  Preferred  Stock  which  shall be deemed to have a
                  value per share equal to the average  public  trading price of
                  the Purchaser's  common stock during the 20 trading days prior
                  to such transfer, but not less than $1 per share.

                           Section 6.03  Indemnification  by the Purchaser.  The
                  Purchaser shall  indemnify and hold Sellers  harmless from any
                  loss,  damage,   liability  or  expense  (including,   without
                  limitation,   reasonable   expenses   of   investigation   and
                  reasonable  attorneys'  fees and expenses) in connection  with
                  any action, suit or proceeding brought against Sellers, either
                  jointly or  severally,  incurred  or  suffered  by Sellers and
                  arising  out  of or  resulting  from  (i)  any  breach  of any
                  representation,  warranty,  or covenant  made by the Purchaser
                  hereunder,  or (ii) any lawsuit or other  proceeding  or claim
                  brought by a third party after the Closing against one or more
                  of the Sellers  with  respect to any acts or  omissions of the
                  Purchaser or the Company after the Closing.

                           Section  6.04  Time  Periods.   The   indemnification
                  obligations  under  this  Article  VI shall  continue  for the
                  periods   specified   below  and  shall   terminate  with  the
                  expiration of such respective periods:

                           (a) as to representations and warranties set forth in
                  Section  2.01(f),  such  representations  and warranties shall
                  survive the Closing indefinitely;

                           (b) as to representations and warranties set forth in
                  Section 2.02(i), until the lapse of the statute of limitations
                  applicable to the matters described therein;

                           (c) as to all other  representations  and  warranties
                  and breaches of any other covenant or undertaking, for two (2)
                  years after the Closing Date.

Any claim or demand  against any Sellers or the  Purchaser  of which  notice has
been given pursuant to Section 6.06 at or prior to the expiration of the related
period shall continue to be subject to indemnification hereunder notwithstanding
the expiration of such period.

                           Section  6.05  Notice  Claim.  Purchaser,  on the one
                  hand,  and  each of the  Sellers,  on the  other  hand,  shall
                  promptly  notify  the  other of any  claim,  suit or demand of
                  which the notifying party has actual  knowledge which entitles
                  it  to  indemnification   under  this  Article  VI,  provided,
                  however,  that the delay or failure of any party  required  to
                  provide such  notification  shall not affect the  liability of
                  the  indemnifying  party  hereunder  except to the  extent the
                  indemnifying party is harmed by such delay or failure.

                                       16


                           Section 6.06  Defense.  If the liability or claim for
                  which  indemnification  under  this  Article  VI is  sought is
                  asserted by a third party, the indemnifying  party shall have,
                  at its  election,  the right to defend any such  matter at its
                  sole  cost  and  expense  through  counsel  chosen  by it  and
                  reasonably  acceptable to the indemnified party (provided that
                  the  indemnifying  party  shall  have no such  right  if it is
                  contesting  its  liability  under  this  Article  VI).  If the
                  indemnifying  party so undertakes to defend,  the indemnifying
                  party shall promptly  notify the  indemnified  party hereto of
                  its  intention  to do so. The  indemnifying  party  shall not,
                  without the  indemnified  party's written  consent,  settle or
                  compromise  any claim or consent to an entry of judgment which
                  does not include as an unconditional term thereof a release of
                  the indemnified party.

                           Section 6.07  Cooperation  and Conflicts.  Each party
                  agrees in all cases to cooperate with the  indemnifying  party
                  and its  counsel  in the  defense of any such  liabilities  or
                  claims.  The indemnifying  party and the indemnified  party or
                  parties may be  represented  by the same  counsel  unless such
                  representation  would be  inappropriate  due to  conflicts  of
                  interest between them. In addition,  the indemnified  party or
                  parties  shall  at  all  times  be  entitled  to  monitor  and
                  participate in such defense through the appointment of counsel
                  of its or their  own  choosing,  at its or their  own cost and
                  expense.


                                  ARTICLE VII.

                                  Miscellaneous


                           Section  7.01  Waiver.  Any  extension or waiver with
                  respect to any agreement or condition  contained herein or the
                  breach  thereof shall be valid only if set forth in a separate
                  instrument in writing signed by the party to be bound thereby.
                  Any waiver of any term or condition  shall not be construed as
                  a waiver of any  subsequent  breach or a subsequent  waiver of
                  the same term or  condition,  or a waiver of any other term or
                  condition,  of this  Agreement.  The  failure  of any party to
                  assert  any of its rights  hereunder  shall not  constitute  a
                  waiver of any such rights.

                           Section 7.02 Further Assurances.  The Sellers jointly
                  and severally agree, without further consideration, to execute
                  and deliver  following the Closing such other  instruments  of
                  transfer  and take  such  other  action as the  Purchaser  may
                  reasonably request in order to put the Purchaser in possession
                  of, and to vest in the Purchaser,  good and valid title to the
                  Shares free and clear of any  Encumbrances  in accordance with
                  this Agreement and to otherwise  consummate  the  transactions
                  contemplated by this Agreement.

                                       17


                           Section  7.03  Entire  Agreement;   Amendment.   This
                  Agreement and the other  documents  delivered  pursuant hereto
                  constitute  the full and entire  understanding  and  agreement
                  among the parties  hereto  with  regard to the subject  matter
                  hereof and thereof and supersede all prior and contemporaneous
                  agreements  and  understandings,  oral or  written,  among the
                  parties hereto with respect to such subject  matter.  Any term
                  of this  Agreement  may be amended and the  observance  of any
                  term of this  Agreement  may be waived  only with the  written
                  consent of the parties hereto.

                           Section  7.04  Severability.  If any  term  or  other
                  provision of this  Agreement is invalid,  illegal or incapable
                  of being  enforced by any law,  rule or  regulation  or public
                  policy, all other terms and provisions of this Agreement shall
                  nevertheless  remain in full  force and  effect so long as the
                  economic or legal substance of the  transactions  contemplated
                  hereby is not affected in any manner materially adverse to any
                  party.  Upon  such   determination  that  any  term  or  other
                  provision is invalid,  illegal or incapable of being enforced,
                  the parties  hereto  shall  negotiate  in good faith to modify
                  this  Agreement  so as to effect  the  original  intent of the
                  parties as  closely as  possible  in an  acceptable  manner in
                  order   that  the   transactions   contemplated   hereby   are
                  consummated as originally  contemplated to the greatest extent
                  possible.

                           Section  7.05  Notices,  etc.  All  notices and other
                  communications  required or  permitted  hereunder  shall be in
                  writing  and  shall  be   delivered   personally,   mailed  by
                  first-class  mail,  postage  prepaid,  or  sent  by  reputable
                  overnight  courier service  addressed (a) if to the Purchaser,
                  at the Purchaser's address set forth on Section 1.02 hereto or
                  at such other address as such  Purchaser  shall have furnished
                  to the Sellers by 10 days'  notice in writing,  with a copy to
                  (b) if to any Sellers, at the addresses set forth on Exhibit B
                  hereto,  or such  other  address  as such  Sellers  shall have
                  furnished to the Purchaser by 10 days' notice in writing.

                           Section  7.06  Expenses.   All  costs  and  expenses,
                  including,  without  limitation,  fees  and  disbursements  of
                  counsel,  financial  advisors  and  accountants,  incurred  in
                  connection with the  negotiation,  preparation,  execution and
                  delivery   of  this   Agreement   and   consummation   of  the
                  transactions  contemplated  hereby  shall be paid by the party
                  incurring such costs and expenses;  however, the Company shall
                  pay, at the Closing, the legal fees and disbursements of legal
                  counsel to the  Sellers  and the  Purchaser  shall pay for the
                  audit of the Company.

                           Section  7.07  Governing  Law;   Jurisdiction.   This
                  Agreement shall be governed in all respects by the laws of the
                  State of  California  without  application  of  principles  of
                  conflicts of laws. Any action or proceeding seeking to enforce
                  any  provision  of, or based on any right arising out of, this

                                       18


                  Agreement  may be brought  against  any of the  parties in any
                  state or federal  court  located  in the State of  California,
                  County of Los Angeles, and each of the parties consents to the
                  jurisdiction  of such courts in any such action or  proceeding
                  and waives any objection to venue laid therein. Process in any
                  action or proceeding referred to in the preceding sentence may
                  be served on any party anywhere in the world.

                           Section 7.08 Benefit of Agreement;  Assignment.  This
                  Agreement  will apply to, be binding in all respects upon, and
                  inure to the benefit of the successors  and permitted  assigns
                  of  the  parties.  This  Agreement  may  not  be  assigned  by
                  operation  of law or otherwise  by the  Purchaser  without the
                  express  written  consent of the Sellers (which consent may be
                  granted or withheld in the sole  discretion  of the  Sellers).
                  Notwithstanding  the foregoing,  this Agreement and the rights
                  hereunder  may be (i) assigned as  collateral  security to any
                  lender  of funds to the  Company,  and  (ii)  assigned  by the
                  Purchaser  after the Closing to the  beneficial  owners of the
                  Purchaser  or to any  subsequent  purchaser or other holder of
                  all or a  portion  of the  Shares,  provided  that in no event
                  shall the Purchaser be relieved from its obligations hereunder
                  in connection with any such assignment.

                           Section  7.09  WAIVER  OF  JURY  TRIAL.  EACH  OF THE
                  PARTIES  HERETO  HEREBY  WAIVES  TRIAL BY JURY IN ANY  ACTION,
                  PROCEEDING  OR  COUNTERCLAIM  BROUGHT  BY OR AGAINST IT ON ANY
                  MATTERS WHATSOEVER,  IN CONTRACT OR IN TORT, ARISING OUT OF OR
                  IN ANY WAY CONNECTED WITH THIS AGREEMENT.

                           Section 7.10 Titles and Subtitles.  The titles of the
                  Sections of this  Agreement are for  convenience  of reference
                  only  and  are  not  to  be  considered  in  construing   this
                  Agreement.

                           Section  7.11  Counterparts.  This  Agreement  may be
                  executed in any number of counterparts, each of which shall be
                  an original,  but all of which together  shall  constitute one
                  instrument.

                           Section 7.12 Representation Disclaimer. Sellers shall
                  not be deemed to have made to Purchaser any  representation or
                  warranty other than as expressly made by Sellers in Article II
                  hereof. Without limiting the generality of the foregoing,  and
                  notwithstanding  any  otherwise  express  representations  and
                  warranties made by Sellers in Article II hereof,  Seller makes
                  no representation or warranty to Purchaser with respect to:

                                    (a) any  projections,  estimates  or budgets
                           heretofore   delivered   to  or  made   available  to
                           Purchaser   of   future    revenues,    expenses   or
                           expenditures or future results of operations; or

                                       19


                                    (b)  except  as   expressly   covered  by  a
                           representation  and warranty  contained in Article II
                           hereof, any other information or documents (financial
                           or  otherwise)  made  available  to  Purchaser or its
                           counsel,  accountants or advisers with respect to the
                           Company.

                           Section 7.13 Purchaser's Due Diligence Investigation.
                  Purchaser has had over 60 days (such period,  "Purchaser's Due
                  Diligence  Period") in which to conduct its  confirmatory  due
                  diligence.  During  such  Purchaser's  Due  Diligence  Period,
                  Purchaser and its accountants,  consultants, and advisers have
                  been permitted to review the premises,  facilities,  books and
                  records  and   contracts  of  the  Company,   and  to  conduct
                  interviews with the Company's senior management  regarding the
                  business,  operations,  financial  condition  and  results  of
                  operations of the Company,  for the purpose of confirming  the
                  accuracy  of the  representations  and  warranties  of Sellers
                  contained herein.  Purchaser had the right, at any time during
                  the  Purchaser's  Due Diligence  Period,  at Purchaser's  sole
                  discretion  and  without  any  liability  or  obligation,   to
                  terminate all  negotiations  with the Sellers,  except for the
                  Purchaser's obligation to pay for an audit of the Company.

                           Section 7.14  Sellers' Due  Diligence  Investigation.
                  Sellers  have had over 60 days  (such  period,  "Sellers'  Due
                  Diligence  Period") in which to conduct its  confirmatory  due
                  diligence.  During such Sellers' due diligence period, Sellers
                  and  their   accountants,   consultants,   and  advisers  were
                  permitted  to  review  the  premises,  facilities,  books  and
                  records  and  contracts  of  the  Purchaser,  and  to  conduct
                  interviews with the Purchaser's  senior  management  regarding
                  the business,  operations,  financial condition and results of
                  operations of the Company,  for the purpose of confirming  the
                  accuracy of the  representations  and  warranties of Purchaser
                  contained  herein.  Sellers had the right,  at any time during
                  the Sellers' Due Diligence Period, at Sellers' sole discretion
                  and without any  liability or  obligation,  to  terminate  all
                  negotiations with the Purchaser.

                           Section 7.15 Press Releases and Public Announcements.
                  No party  shall  issue any press  release  or make any  public
                  announcement  relating to the subject matter of this Agreement
                  prior to the Closing without the prior written approval of the
                  Purchaser and the Sellers;  provided,  however, that any party
                  may make any public  disclosure  it  believes in good faith is
                  required by applicable law or any listing or trading agreement
                  concerning its  publicly-traded  securities (in which case the
                  disclosing  party  will use its  efforts  to advise  the other
                  parties prior to making the disclosure).

                           Section 7.16 Holding  Period.  The  Purchaser  agrees
                  that, for purposes of Securities and Exchange  Commission Rule
                  144,  the  holding  period  with  respect  to  all  shares  of
                  Purchaser  common stock  delivered  to the Sellers  under this

                                       20


                  Agreement,   whether  pursuant  to  conversion  of  shares  of
                  Preferred  Stock or  otherwise,  commences  on the date of the
                  Closing and that upon the  expiration  of one year  thereafter
                  (or any shorter  period  included in any  amendment to Section
                  (d) of Rule 144), upon compliance with the other  requirements
                  of Rule 144,  as amended,  such  shares may be publicly  sold.
                  Upon the  expiration  of two years  after the  Closing (or any
                  shorter  period  included in any  amendment  to Section (k) of
                  Rule 144), the Purchaser shall remove all restrictive  legends
                  from  certificates  evidencing  shares of Preferred  Stock and
                  common stock issued upon the conversion thereof.

                           Section  7.17  Capital for the  Company.  The Sellers
                  have disclosed to the Purchaser that the Company is in need of
                  $1,000,000 in capital. As a material inducement to the Sellers
                  to enter into this Agreement, the Purchaser has represented to
                  the  Sellers  that  the  Purchaser   will  conduct  a  private
                  placement  of its common  stock (the  "Offering")  in order to
                  raise funds for the Company.  Accordingly,  promptly after the
                  execution of this  Agreement,  the Purchaser shall conduct the
                  Offering and use its best efforts to raise  capital,  at least
                  one-third of which (not to exceed  $1,000,000)  will be loaned
                  to the  Company on an  interest-only  basis at 6% per annum if
                  raised  before  the  Closing.  The loan will be  converted  to
                  capital at the  Closing.  If the Closing  fails to occur,  the
                  loan  will be  repaid in 20 equal  quarterly  installments  of
                  principal and interest,  with the first payment  commencing on
                  April 1, 2001.  If the offering  closes after the Closing,  at
                  least one-third of the funds raised (not to exceed $1,000,000)
                  will  be  contributed  by  the  Purchaser  to the  Company  as
                  capital.

                                       21


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year set forth in the heading hereof.

                           CastPro.com, Inc.


                           By:________________________________



                           ------------------------------------
                           Adam Anthony


                           ------------------------------------
                           Mark W. Jones


                           ------------------------------------
                           Richard Anthony


                           ------------------------------------
                           Chuck Cody


                                       22


                                  "EXHIBIT "A"



                                ESCROW AGREEMENT


         This Escrow  Agreement,  dated as of  December____,  2000 (the "Closing
Date"),  among CastPro.com,  a Nevada corporation  ("Buyer"),  Adam Anthony ("A.
Anthony"),  Mark W. Jones ("Jones"),  Richard Anthony ("R. Anthony"),  and Chuck
Cody  ("Cody"  and  collectively  with  A.  Anthony,   Jones,  and  R.  Anthony,
"Sellers"), and  ____________________________________,  a ___________________ as
escrow agent ("Escrow Agent").

         This  is  the  Escrow  Agreement  referred  to in  the  Stock  Purchase
Agreement  dated December ___, 2000 (the "Purchase  Agreement")  among Buyer and
Sellers.  Capitalized terms used in this agreement without definition shall have
the respective meanings given to them in the Purchase Agreement.

         The Parties, intending to be legally bound, hereby agree as follows:

1.       ESTABLISHMENT OF ESCROW

         (a) Buyer is  depositing  with  Escrow  Agent one  million  (1,000,000)
shares of Buyer's Class A convertible stock (together with any securities issued
by  Buyer  as a result  of the  anti-dilution  provisions  of the  shares,  (the
"Shares"). Escrow Agent acknowledges receipt thereof.


         (b)  Escrow  Agent  hereby  agrees to act as escrow  agent and to hold,
safeguard and disburse the Shares pursuant to the terms and conditions hereof.

2.       DELIVERY OF SHARES

(a) If Sellers give a notice  ("Notice")  to Buyer and Escrow Agent stating that
the Sellers are  entitled to delivery of the Shares in  accordance  with Section
1.01(b) of the Purchase  Agreement,  within 10 days after the 10th  business day
following  such Notice,  Escrow Agent shall deliver the Shares to the Sellers as
follows:


                           A. Anthony.............................     225,000
                           Jones..................................     450,000
                           R. Anthony.............................     225,000
                           Cody...................................     100,000

         (b) If Buyer  gives  notice  to  Sellers  and  Escrow  Agent  disputing
Seller's  entitlement to delivery of the Shares,  (a "Counter Notice") within 10
days  following  receipt by Escrow Agent of the Notice given under Section 3(a),
such dispute shall be resolved as provided in Section 3(c).

                                       1


         (c) If a Counter  Notice is received by the Escrow Agent,  Escrow Agent
shall deliver the Shares only in accordance with (i) joint written  instructions
of  Buyer  and  Sellers  or  (ii) a final  non-appealable  order  of a court  of
competent jurisdiction.  Any court order shall be accompanied by a legal opinion
by counsel for the presenting  party  satisfactory to Escrow Agent to the effect
that the order is final and non-appealable. Escrow Agent shall act on such court
order and legal opinion without further question.

3.       TERMINATION OF ESCROW

         On June 1, 2000,  Escrow Agent shall deliver the Shares to Buyer unless
(i) Escrow  Agent  shall have  previously  received a Notice from the Sellers as
provided in Section  3(a),  or (ii) Buyer has given a Counter  Notice to Sellers
and Escrow Agent in which case the Shares shall be retained by Escrow Agent,  in
either case until it receives joint written instructions of Buyer and Sellers or
a  final  non-appealable   order  of  a  court  of  competent   jurisdiction  as
contemplated by Section 3(c).


4.       DUTIES OF ESCROW AGENT

         (a)......Escrow  Agent  shall not be under any duty to give the  Shares
held by it  hereunder  any greater  degree of care than it gives its own similar
property.

         (b)......Escrow  Agent  shall not be  liable,  except for its own gross
negligence or willful  misconduct  and, except with respect to claims based upon
such gross  negligence  or willful  misconduct  that are  successfully  asserted
against Escrow Agent,  the Buyer shall jointly and severally  indemnify and hold
harmless Escrow Agent (and any successor  Escrow Agent) from and against any and
all  losses,  liabilities,  claims,  actions,  damages and  expenses,  including
reasonable  attorneys' fees and disbursements,  arising out of and in connection
with this Agreement.

         (c)......Escrow  Agent  shall  be  entitled  to rely  upon  any  order,
judgment,  certification,  demand, notice, instrument or other writing delivered
to it hereunder  without  being  required to determine the  authenticity  or the
correctness  of any fact  stated  therein or the  propriety  or  validity of the
service  thereof.  Escrow  Agent  may act in  reliance  upon any  instrument  or
signature believed by it to be genuine and may assume that the person purporting
to give  receipt or advice or make any  statement  or execute  any  document  in
connection with the provisions  hereof has been duly authorized to do so. Escrow
Agent may conclusively presume that the undersigned  representative of any party
hereto  which is an  entity  other  than a  natural  person  has full  power and
authority to instruct Escrow Agent on behalf of that party unless written notice
to the contrary is delivered to Escrow Agent.

         (d)......Escrow  Agent may act  pursuant to the advice of counsel  with
respect to any matter relating to this Agreement and shall not be liable for any
action taken or omitted by it in good faith in accordance with such advice.

                                       2


         (e)......Escrow  Agent  does  not  have  any  interest  in  the  Shares
deposited  hereunder  but is  serving  as escrow  holder  only and  having  only
possession thereof.

         (f)......Escrow  Agent  makes  no  representation  as to the  validity,
value, or genuineness of the Shares or of any document delivered to it.

         (g)......Escrow  Agent  shall not be called upon to advise any party as
to the wisdom in  selling or  refraining  from any  action  with  respect to the
shares.

         (h)......Escrow  Agent (and any successor Escrow Agent) may at any time
resign as such by delivering  the Shares to any  successor  Escrow Agent jointly
designated by the other parties hereto in writing,  or to any court of competent
jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all
further obligations  arising in connection with this Agreement.  The resignation
of Escrow  Agent will take  effect on the  earlier of (a) the  appointment  of a
successor (including a court of competent  jurisdiction) or (b) the day which is
30 days after the date of delivery of its written  notice of  resignation to the
parties hereto. If at that time Escrow Agent has not received a designation of a
successor Escrow Agent, Escrow Agent's sole responsibility after that time shall
be to retain  and  safeguard  the  Shares  until  receipt  of a  designation  of
successor Escrow Agent or a joint written  disposition  instruction by the other
parties  hereto  or a  final  non-appealable  order  of  a  court  of  competent
jurisdiction.

         (i)......In  the event of any  disagreement  between the other  parties
hereto  resulting in adverse claims or demands being made in connection with the
Shares or in the event that Escrow Agent is in doubt as to what action it should
take hereunder, Escrow Agent shall be entitled to retain the Shares until Escrow
Agent  shall  have  received  (i) a final  nonappealable  order  of a  court  of
competent  jurisdiction  directing  delivery  of the  Shares  or (ii) a  written
agreement  executed by the other parties hereto directing delivery of the Escrow
Fund, in which event Escrow Agent shall  disburse the Shares in accordance  with
such order or agreement. Any court order shall be accompanied by a legal opinion
by counsel for the presenting  party  satisfactory to Escrow Agent to the effect
that the order is final and non-appealable. Escrow Agent shall act on such court
order and legal opinion without further question.

                                       3


5.       LIMITED RESPONSIBILITY

         This Agreement expressly sets forth all the duties of Escrow Agent with
respect  to  any  and  all  matters  pertinent  hereto.  No  implied  duties  or
obligations shall be read into this agreement against Escrow Agent. Escrow Agent
shall not be bound by the  provisions of any  agreement  among the other parties
hereto except this Agreement.

6.       NOTICES

         All  notices,  consents,  waivers and other  communications  under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with  written  confirmation  of  receipt)  provided  that a copy is  mailed  by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the appropriate  addresses and telecopier
numbers set forth below (or to such other addresses and telecopier  numbers as a
party may designate by notice to the other parties):

         Sellers:                           Adam Anthony [HOLD]

                                            Facsimile No.:
                                                          --------------------

         with copy to:                      Philip M. Shasteen, Esquire
                                            100 N. Tampa Street, Suite 1800
                                            Tampa, FL  33602-5145
                                            Facsimile No.: 813-225-11857

                           Buyer:   CastPro.com,. Inc.


                                            Attention:
                                                      ------------------------
                                            Facsimile No.:
                                                          --------------------

         Escrow Agent:
                                            ----------------------------------

                                            Attention:
                                                      ------------------------
                                            Facsimile No.:
                                                          --------------------

         with copy:
                                            ----------------------------------

                                            Attention:
                                                      ------------------------
                                            Facsimile No.:
                                                          --------------------

                                       4


7.       JURISDICTION; SERVICE OF PROCESS

         Any action or proceeding  seeking to enforce any provision of, or based
on any right arising out of, this  Agreement  may be brought  against any of the
parties in the courts of the State of California, County of ________________, or
it has or can acquire jurisdiction,  in the United States District Court for the
__________________  District of California,  and each of the parties consents to
the jurisdiction of such courts (and of the appropriate appellate courts) in any
such  action or  proceedings  and waives any  objection  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.


8.       COUNTERPARTS

         This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed to be an original  and all of which,  when taken  together,
will be deemed to constitute one and the same.


9.       SECTION HEADINGS

         The headings of sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation.

10.      WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and  not  alternative.  Neither  the  failure  nor any  delay  by any  party  in
exercising any right,  power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right,  power, or
privilege,  and no single or  partial  exercise  of any such  right,  power,  or
privilege will preclude any other or further  exercise of such right,  power, or
privilege  or the  exercise of any other  right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one party,  in whole or in part, by a waiver or  renunciation of the claim or
right  unless in writing  signed by the other  party;  (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given;  and (c) no notice to or demand on one party  will be  defined to be a
waiver of any  obligation of such party or of the right of the party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

11.      EXCLUSIVE AGREEMENT AND MODIFICATION

         This Agreement  supersedes all prior  agreements among the parties with
respect to its subject matter and constitutes (along with the documents referred
to in this  Agreement)  a complete and  exclusive  statement of the terms of the

                                       5


agreement between the parties with respect to its subject matter. This Agreement
may not be amended  except by a written  agreement  executed  by the Buyer,  the
Sellers and the Escrow Agent.


                                       6


12.      GOVERNING LAW

         This Agreement shall be governed by the laws of the State of California
without regard to conflicts of law principles.


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


Buyer:
Sellers:

CastPro.com, Inc.


By:
   ------------------------       ---------------------------------
As:                               Adam Anthony
   ------------------------


Escrow Agent:


                                  Mark W. Jones

By:
   ------------------------
As:
   ------------------------       ---------------------------------
                                  Richard Anthony



                                  Chuck Cody


                                       7


                                   EXHIBIT "B"

                               Sellers' Addresses




Adam Anthony
4 Calaneva #10 Crystal View
Crystal Bay, NV. 89402

Mark Jones
448 Mitchell Dr.
Los Osos, CA 93402

Chuck Cody
125 Hazel
Nipomo,CA 93444

Richard Anthony
109 Hermosa
Pismo Beach, CA 93449

                                       1


                                   SCHEDULE A

                                 List of Sellers





Adam Anthony
4 Calaneva #10 Crystal View
Crystal Bay, NV. 89402

Mark Jones
448 Mitchell Dr.
Los Osos, CA 93402

Chuck Cody
125 Hazel
Nipomo,CA 93444

Richard Anthony
109 Hermosa
Pismo Beach, CA 93449

                                       2


                                   SCHEDULE B

                         Certification of Determination




                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS
                     PREFERENCES AND RELATIVE, PARTICIPATING
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                 QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
                     OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK
                                       OF
                                CASTPRO.com, INC.


It is hereby certified that

         1. The name of the corporation  (hereinafter  called the "Corporation")
is CastPro.com, Inc.

         2. The certificate of incorporation  of the Corporation  authorizes the
issuance  of  25,000,000  shares  of  Preferred  Stock  with a par  value  to be
determined  by the  Board of  Directors  and  expressly  vests  in the  Board of
Directors of the Corporation the authority  provided therein to issue any or all
of said  shares in one or more  series and by  resolution  or  resolutions,  the
designation,  number,  full or limited  voting  powers,  or the denial of voting
powers,  preferences  and relative  participating,  optional,  and other special
rights   and  the   qualifications,   limitations,   restrictions,   and   other
distinguishing characteristics of each series to be issued.

         3. The Board of Directors of the Corporation, pursuant to the authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
creating a Series A issue of Preferred Stock:

RESOLVED,  that three million  (3,000,000)  shares of the  Preferred  Stock (par
value $1.00 per share) are authorized to be issued by this Corporation  pursuant
to its certificate of incorporation,  and that there be and hereby is authorized
and  created  a series of  preferred  stock,  hereby  designed  as the  Series A
Preferred Stock, which shall have the voting powers,  designations,  preferences
and  relative   participating,   optional  or  other  rights,  if  any,  or  the
qualifications,  limitations, or restrictions,  set forth in such certificate of
incorporation and in addition thereto, those following:

(a)      DESIGNATION.  The Preferred  Stock  subject  hereof shall be designated
         Series A Preferred  Stock  ("Series A  Preferred").  No other shares of
         Preferred Stock shall be designated as Series A Preferred Stock.

                                       1


(b)      DIVIDENDS.  The  holders of the shares of Series A  Preferred  shall be
         entitled  to  receive  dividends  at the  rate of 6% per  annum  of the
         liquidation  preference  per share  payable  yearly  in fully  paid and
         nonassessable  shares of the Corporation's  common stock. The number of
         shares  of  common  stock  to be  distributed  as a  dividend  will  be
         calculated  by dividing  such payment by 95% of the Market Price on the
         first trading day after January 1 of each year. The term "Market Price"
         means,  as of any date,  the average of the daily closing price for the
         five  consecutive  trading  days ending on such date.  Delivery of such
         shares of common  stock shall be made not later than January 15 of each
         year.  The closing  price for each day shall be the last sales price or
         in case no such  reported  sales take place on such day, the average of
         the last reported bid and asked price,  in either case, on the national
         securities exchange on which the shares of common stock are admitted to
         trading or  listed,  or if not  listed or  admitted  to trading on such
         exchange,  the  representative  closing  bid price as  reported  by the
         NASDAQ  National  Market,  or other similar  organization if the NASDAQ
         National  Market  is no  longer  reporting  such  information,  the OTC
         Bulletin  Board,  or if not so  available,  the  fair  market  price as
         determined, in good faith, by the Board of Directors of the Company.

         No dividends may be declared or paid any other outstanding  Corporation
         securities unless all dividends on the Series A Preferred and any other
         shares of Preferred  Stock on a parity with the Series A Preferred have
         been  declared  and  paid in full  through  the  immediately  preceding
         dividend  payment  date.  The holders of the Series A Preferred  at the
         close of business on January 1 of each year will be entitled to receive
         the dividend on the dividend payment date.

(c)      CONVERSION.  The Series A Preferred  shall, at the option of the holder
         thereof,  at any time and from time to time, be  convertible  into that
         number of fully paid and  nonassessable  shares of the common  stock of
         the  Corporation,  equal to the par  value of the  shares  of  Series A
         Preferred  Stock being  converted  plus  accrued but unpaid  dividends,
         divided by 95% of the Market  Price (as that term is defined  above) of
         the  Corporation's  common stock at the time of conversion.  Subject to
         the provisions of (d) and (e),  below, in no event shall the holders of
         the Class A Preferred  Stock be entitled to receive more than 6,000,000
         shares of common stock upon conversion of the Series A Preferred Stock.
         The  conversion  right of the  holders of Series A  Preferred  shall be
         exercised by the surrender of the certificates  representing  shares to

                                       2


         be converted to the  Corporation or its transfer agent for the Series A
         Preferred,   accompanied   by  written  notice   electing   conversion.
         Immediately  prior to the close of business on the date the Corporation
         receives written notice of conversion, each converting holder of Series
         A Preferred  shall be deemed to be the holder of record of common stock
         issuable  upon   conversion   of  such  holder's   Series  A  Preferred
         notwithstanding  that the share register of the Corporation  shall then
         be closed or that certificates representing such common stock shall not
         then be  actually  delivered  to such  person.  When shares of Series A
         Preferred are converted,  all accumulated and unpaid dividends (whether
         or not  declared or  currently  payable)  on the Series A Preferred  so
         converted,  to and not including the conversion  date, shall be due and
         payable.  The conversion price shall be subject to adjustment if any of
         the  events  described  in the next  paragraph  of this  paragraph  (c)
         occurs.  The  adjustment  will  be  accomplished  from  time to time as
         described in the following paragraph.

(d)      ADJUSTMENTS   TO   CONVERSION   PRICE  FOR  STOCK   DIVIDENDS  AND  FOR
         COMBINATIONS  OR  SUBDIVISIONS  OF COMMON STOCK.  In the event that the
         Corporation  at any  time or from  time to time  after  the date of the
         filing of this Certificate shall declare or pay, without consideration,
         any  dividend  on the common  stock  payable in common  stock or in any
         right to acquire common stock for no  consideration,  or shall effect a
         subdivision  of the  outstanding  shares of common stock into a greater
         number of shares of common stock (by stock split,  reclassification  or
         otherwise than by payment of a dividend in common stock or in any right
         to acquire common  stock),  or in the event the  outstanding  shares of
         common stock shall be combined or consolidated,  by reclassification or
         otherwise,  into a lesser  number of shares of common  stock,  then the
         Market  Price,  before such event used to calculate  dividends  and the
         conversion rate, shall be  proportionately  decreased or increased,  as
         appropriate.  In the event that this Corporation  shall declare or pay,
         without consideration,  any dividend on the common stock payable in any
         right  to  acquire  common  stock  for  no   consideration,   then  the
         Corporation  shall be deemed to have made a dividend  payable in common
         stock in an  amount  of shares  equal to the  maximum  number of shares
         issuable upon exercise of such rights to acquire common stock.

                                       3


(e)      ADJUSTMENTS  FOR  RECLASSIFICATION  AND  REORGANIZATION.  If the common
         stock  issuable  upon  conversion  of the Series A  Preferred  shall be
         changed into the same or different  number of shares of any other class
         or   classes   of   stock,    whether   by   capital    reorganization,
         reclassification  or otherwise (other than a subdivision or combination
         of  shares  provided  for  in  (d)  above,   the  Market  Price  shall,
         concurrently   with  the   effectiveness  of  such   reorganization  or
         reclassification,  be  proportionately  adjusted  so that the  Series A
         Preferred shall be convertible into, in lieu of the number of shares of
         common stock which the holders  would  otherwise  have been entitled to
         receive,  a number of shares of such  other  class or  classes of stock
         equivalent to the number of shares of common stock that would have been
         subject to  receipt  by the  holders  upon  conversion  of the Series A
         Preferred immediately before that change.

(f)      REORGANIZATIONS,  MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If at any
         time or from time to time after the date of this Certificate,  there is
         a  capital   reorganization   of  the  common   stock  (other  than  as
         subdivision,  combination or reclassification of shares provided for in
         (d)  and  (e),  above),  as a  part  of  such  capital  reorganization,
         provision  shall be made so that the  holders of the Series A Preferred
         shall thereafter be entitled to receive upon conversion of the Series A
         Preferred the number of shares of stock or other securities or property
         of the  Company  to which a holder  of the  number  of shares of common
         stock  deliverable  upon  conversion  would have been  entitled on such
         capital reorganization.  In any such case, appropriate adjustment shall
         be made in the  application  of the provisions of (b), (c) and (f) with
         respect to the rights of the  holders of Series A  Preferred  after the
         capital  reorganization  to the end that the provisions of (b), (c) and
         (f)  (including  adjustment  of the Market Price then in effect and the
         number of shares  issuable  upon  conversion of the Series A Preferred)
         shall be  applicable  after that event and be as nearly  equivalent  as
         practicable.

(g)      NO  IMPAIRMENT.   The  Corporation   will  not,  by  amendment  of  its
         Certificate of Incorporation or through any reorganization, transfer of
         assets, consolidation, merger, dissolution, issue or sale of securities
         or any other voluntary action, avoid or seek to avoid the observance or
         performance  of any of the terms to be observed or performed  hereunder
         by the  Corporation,  but will at all times in good faith assist in the
         carrying  out of all  the  provisions  of this  Certificate  and in the
         taking of all such action as may be necessary or  appropriate  in order
         to protect the  dividend  and  conversion  rights of the holders of the
         Series A Preferred against impairment.

                                       4


(h)      CERTIFICATES AS TO ADJUSTMENTS.  Upon the occurrence of each adjustment
         or readjustment of the Market Price pursuant to this  Certificate,  the
         Corporation  at its expense shall promptly  compute such  adjustment or
         readjustment  in  accordance  with the terms  hereof  and  prepare  and
         furnish to each holder of Series A Preferred a certificate  executed by
         the  Corporation's  President or Chief Financial  Officer setting forth
         such  adjustment or  readjustment  and showing in detail the facts upon
         which such adjustment or readjustment is based. The Corporation  shall,
         upon  the  written  request  at any  time of any  holder  of  Series  A
         Preferred,  furnish  or cause  to be  furnished  to such  holder a like
         certificate setting forth such adjustments and readjustments.


(i)      ISSUE  TAXES.  The  Corporation  shall  pay any and all issue and other
         taxes that may be payable in respect of any issue or delivery of shares
         of common stock on  conversion of Series A Preferred  pursuant  hereto;
         provided,  however,  that the Corporation shall not be obligated to pay
         any transfer taxes resulting from any transfer  requested by any holder
         in connection with any such conversion.

(j)      RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall at
         all times reserve and keep available out of its authorized but unissued
         shares of  common  stock,  solely  for the  purpose  of  effecting  the
         conversion of the shares of the Series A Preferred,  such number of its
         shares of common  stock as shall  from  time to time be  sufficient  to
         effect  the  conversion  of all  outstanding  shares  of the  Series  A
         Preferred;  and if at any time the number of  authorized  but  unissued
         shares of common stock shall not be sufficient to effect the conversion
         of  all  then  outstanding  shares  of  the  Series  A  Preferred,  the
         Corporation  will take such corporate  action as may, in the opinion of
         its  counsel,  be necessary  to increase  its  authorized  but unissued
         shares of common stock to such number of shares as shall be  sufficient
         for such  purpose,  including,  without  limitation,  engaging  in best
         efforts to obtain the requisite  stockholder  approval of any necessary
         amendment to this Certificate.

(k)      FRACTIONAL  SHARES.  No  fractional  share  shall  be  issued  upon the
         conversion of any share or shares of Series A Preferred.  All shares of
         common stock (including  fractions thereof) issuable upon conversion of
         more than one share of Series A Preferred by a holder  thereof shall be
         aggregated  for purposes of determining  whether the  conversion  would

                                       5


         result  in  the  issuance  of  any  fractional  share.  If,  after  the
         aforementioned aggregation, the conversion would result in the issuance
         of a fraction of a share of common stock,  the  Corporation  shall,  in
         lieu of issuing any fractional share, pay the holder otherwise entitled
         to such  fraction  a sum in cash  equal  to the  Market  Price  of such
         fraction on the date of conversion.

(l)      REDEMPTION.   The  Series  A  Preferred  shall  be  redeemable  by  the
         Corporation at any time at the rate of $1.00 per share plus accrued and
         unpaid dividends. The redemption price is payable in cash 45 days after
         the delivery by the Corporation to each holder of Series A Preferred of
         a written  redemption  notice.  If  redeemed,  each  holder of redeemed
         Series A Preferred shall deliver to the  Corporation  the  certificates
         evidencing  the  redeemed  Series  A  Preferred.  Upon  receipt  of the
         redemption  notice,  the holders of the  Preferred  Stock shall have 30
         days to convert the Series A Preferred  Stock into common  stock at the
         conversion rate set forth in (c), above.

(m)      SINKING FUND. No provision shall be made for any sinking fund.

(n)      LIQUIDATION  RIGHTS.  In the  event  of any  voluntary  or  involuntary
         liquidation,  dissolution or winding up of the Corporation, the holders
         of the Series A Preferred  shall be entitled to receive $1.00 per share
         before the  holders of common  shares and any other  class or series of
         preferred  stock (other than a class or series  created  after the date
         hereof  which is entitled to share  ratably with the Series A Preferred
         in the payment of dividends or shall,  in the event the amounts payable
         thereon  in  liquidation  are not paid in full,  be  entitled  to share
         ratably  with the  Series A  Preferred  in any  other  distribution  of
         assets, which class or series is hereinafter referred to as "Pari Passu
         Stock") receive any amount as a result of a liquidation, dissolution or
         winding up of the  Corporation.  If the assets to be distributed  among
         the  holders of the  Series A  Preferred  and any Pari Passu  Stock are
         insufficient  to permit the  Corporation  to pay the full amount of the
         liquidation  preference,  the Corporation  shall  distribute its assets
         among the  holders  of the  Series A  Preferred  and Pari  Passu  Stock
         ratably based on the respective  amounts otherwise payable to them. The
         purchase or redemption by the Corporation of stock of any class, in any
         number permitted by law, shall not for the purpose of this paragraph be
         regarded  as  a   liquidation,   dissolution   or  winding  up  of  the
         Corporation.  The Corporation shall not create, authorize, or issue any
         shares of stock  which are  superior  in  preference  to  dividends  or
         liquidation proceeds to the Series A Preferred.

                                       6


(o)      INVOLUNTARY LIQUIDATION.  In the event of involuntary liquidation,  the
         shares of this series  shall be entitled to the same  amounts as in the
         event of voluntary liquidation.

(p)      PREFERENCE TO DIVIDEND.  No dividends  shall be declared or paid on the
         common stock of the Corporation before all accumulated dividends on the
         Series A Preferred Stock have been paid.

(q)      OTHER  RESTRICTIONS.  There shall be no conditions or restrictions upon
         the creation of indebtedness of the  Corporation,  or any subsidiary or
         upon the creation of any other series of preferred stock with any other
         preferences.

(r)

         VOTING.  (i) Each  holder  of shares  of  Series A  Preferred  shall be
         entitled  to one  vote per  share of  Series  A  Preferred  (except  as
         otherwise  expressly  provided  herein or as  required  by law,  voting
         together with the Common Stock as a single class) and shall be entitled
         to notice of any stockholders' meeting in accordance with the Bylaws of
         the  Corporation.  If any of the events  described in (d),  (e), or (f)
         above  occur,  the number of votes to which the holders of the Series A
         Preferred are entitled shall be adjusted,  as appropriate,  to preserve
         their voting power.

                  (ii) In  addition  to the  voting  rights  set forth in (r)(i)
         above,  the holders of Series A Preferred,  voting together as a class,
         shall be  entitled to elect two  members of the Board of  Directors  at
         each  meeting  and  pursuant  to  each  consent  of  the  Corporation's
         shareholders  for the election of directors.  In case of any vacancy of
         in the office of a director  occurring  among the directors  elected by
         the  holders of the  Series A  Preferred,  the  remaining  director  so
         elected by the holders of the Series A Preferred  may elect a successor
         to hold the office for the unexpired  term of the director  whose place
         shall be  vacant.  Any  director  who shall  have been  elected  by the
         holders  of the  Series A  Preferred  or any  director  so  elected  as
         provided in the preceding  sentence  hereof,  may be removed during the
         aforesaid term of office,  whether with or without  cause,  only by the
         affirmative  vote  of  the  holders  of a  majority  of  the  Series  A
         Preferred.

(s)      STATED  VALUE.  The  shares of Series A  Preferred  shall have a stated
         value of $1.00 per share.

(t)      OTHER PREFERENCES.  The shares of the Series A Preferred shall no other
         preferences,   rights,  restrictions,  or  qualifications,   except  as
         otherwise  provided by law or the certificate of  incorporation  of the
         Corporation.

                                       7


         FURTHER  RESOLVED,  that  the  statements  contained  in the  foregoing
resolution creating and designating the said series A Preferred Stock and fixing
the number, powers, preferences and relative, optional, participating, and other
special  rights and the  qualifications,  limitations,  restrictions,  and other
distinguishing  characteristics  thereof shall,  upon the effective date of said
series,  be  deemed  to be  included  in  and be a part  of the  certificate  or
incorporation of the Corporation.




Signed on November      , 2000



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


                                       8


                                   SCHEDULE C

                               Ownership of Shares




Mark Jones               450             45 %

Adam Anthony             225             22.5 %

Chuck Cody               100             10 %

Richard Anthony          225             22.5 %









                                   SCHEDULE D

                                 Tangible Assets



This will be delivered very soon. We are still waiting on our CPA.






                                   SCHEDULE E

                                List of Contracts



1.       CJDS
2.       Web Ideals
3.       Pro Shine
4.       Nielsen TV Index
5.       Lease - Cadillac
6.       Lease - Savin 9925DP
7.       Lease - 2 SavinFax 3685
8.       Lease - SavinFax 3680
9.       Lease - Dodge Durango
10.      Lease - Neopost Postage
11.      Lease - Suburban
12.      Lease - Lucent Tech
13.      Lease - Buick Regal
14.      SLO Self Storage
15.      Black Mamba
16.      Camelot Media
17.      Feel Golf
18.      IMT
19.      Thorne Electric
20.      Liquidmetal Golf
21.      McHenry Metal
22.      Media Funding-Spin Doctor
23.      Natural Golf
24.      Mind Body Dynamics
25.      Q-Ray
26.      Spin Doctor
27.      Sony
28.      Sport Max
29.      Swing Jacket
30.      Tae Bo
31.      Wedgewood
32.      Good Times Entertainment







                                   SCHEDULE F

                                   Litigation



Case No. 98-CV-2696  Denver, Colorado

Plaintiff and Counterclaim Defendant:                LONGBALL SPORTS, INC.

Defendant and Counterclaimant:                       Prime Time Sports TV, Inc.







                                   SCHEDULE G

                         List of Financial Institutions



First Bank            281044966           PTSTV Operations
First Bank            281047183           PTSTV Credit Card
First Bank            281047175           KRYPTOLIGHT Operations
First Bank            281047175           KRYPTOLIGHT Credit Card







                                   SCHEDULE H

                               Insurance Policies



Company Information
- -------------------

The Hartford (General Liability)
Policy #: 51-43189634A
Lock Box 79212
2525 Corporate Place, 2nd Flr
Monterey Park, CA. 91754
800-447-7649

Health Net (Medical)
Policy #: 47701A
21600 Oxnard Street 7th Floor
Woodland Hills, CA 91347-4975
800-224-8808

The Principal (Dental)
Policy #: P 833-1
Group Operations
711 High Street
Des Moines, IA 50392-0432
800-647-7291

Medical Eye Services (Optical)
Policy #: 09392
P.O. Box 93022
Long Beach, CA 90809-3022
800-877-6372

Fremont Employers Ins. (Workman's Comp)
Policy #: WCN 304424 3
File #54523
Los Angeles, CA 90074-4523
800-316-9000










                                   SCHEDULE I

                      Accounts Receivable (not applicable)








                                   SCHEDULE J

                     Employee Benefit Plans or Pension Plans




Dental
Medical
Personal Leave
Vacation
401K
Holiday
Sick Leave







                                   SCHEDULE K

                      Officers and Directors of the Company




Adam Anthony                 CEO, Secretary, Director

Mark Jones                   President, Director

Chuck Cody                   Vice President, Director