WHISPERING OAKS INTERNATIONAL INC
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>


                            STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement ("Agreement") is made and entered into as of
January 29, 2001, by and among Ignacio Martinelli ("Buyer"), Kevin Halter and
Pam Halter "Halters") and Whispering Oaks International, Inc. ("Company").


                                    RECITALS

         A.       Halters are the owners of 1,900,000 shares of the common
                  stock, of Whispering Oaks International, Inc., par value
                  $0.001 per share ("Company").

         B.       Buyer wishes to acquire from Halters 1,900,000 shares of the
                  common stock of the Company (approximately 71% of the total
                  issued and outstanding shares of the Company) less that number
                  of shares equivalent to 100,000 shares after giving effect to
                  the stock split referred to in Section 3, pursuant to the
                  terms and conditions of this Agreement.

         C.       The Company joins in the execution of this Agreement for the
                  purpose of evidencing its consent to the consummation of the
                  foregoing transaction and for the purpose of making certain
                  representations and warrants to and covenants and agreement
                  with the Buyer.

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

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


         2. PURCHASE PRICE. The total purchase price for the Shares is FIFTY
THOUSAND DOLLARS. ($50,000.)


         3. STOCK SPLIT. The Buyer represents that within fourteen (14) days
from the date of closing Buyer will cause the Company to effect a Thirteen for
one stock split of the common shares of the Company. After the split the Halters
will hold 100,000 shares of common stock.


         4. CLOSING. Subject to the conditions precedent set forth herein, the
purchase of the Shares shall take place either (i) at a place to be mutually
agreed upon between the parties or (ii) by the exchange of documents via
courier, on or before February 12, 2001. Such date is herein referred to as the
"Closing Date".

                                       1
<PAGE>

         5. REPRESENTATION AND WARRANTIES OF BUYER. Unless specifically stated
otherwise, Buyer represents and warrants that the following are true and correct
as of the date hereof and will be true and correct through the Closing Date as
if made on that date:

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

                  B. CONSENTS/APPROVALS/CONFLICT. To the Buyers knowledge, no
consent, approval, authorization or order of any court or governmental agency or
other body is required for Buyer to consummate the purchase of the Shares.
Neither the execution, delivery, consummation nor performance of this Agreement
shall conflict with, or constitute a breach of any agreement to which Buyer is a
party or by which he is bound nor, to the best of Buyer's knowledge and belief,
any existing law, rule, regulation, or any decree of any court or governmental
department agency, commission, board or bureau, domestic or foreign, having
jurisdition over Buyer.

                  C. INVESTMENT INTENT. Buyer is acquiring the Shares for his
own account for investment and not with a view to, or for sale or other
disposition in connection with, any distribution of all or any part thereof.

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

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

                  F. RESTRICTED SECURITIES. Buyer understands that the Shares
have not been registered pursuant to the Securities Act or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Act or an exemption therefrom. In this
connection, Buyer represents that he is familiar with Rule 144 promulgated under
the Securities Act, as currently in effect, and understands the



                                       2
<PAGE>


resale limitations imposed thereby and by the Securities Act. Stop transfer
instructions may be issued to the transfer agent for securities of the Company
(or a notation may be made in the appropriate records of the Company) in
connection with the Shares.

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

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
                  OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO
                  AN EXEMPTION FROM REGISTRATION OR AN OPINION 0F COUNSEL
                  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
                  REQUIRED.


         6. REPRESENTATIONS AND WARRANTIES OF HALTERS. Unless specifically
stated otherwise, Halters represent and warrant that the following are true and
correct as of the date hereof and will be true and correct through the Closing
Date as if made on that date:

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

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

                  C. CONSENTS/APPROVALS/CONFLICT. To the Halter's knowledge no
consent, approval, authorization or order of any court or governmental agency or
other body is required for Halters to consummate the sale of the Shares. Neither
the execution, delivery, consummation or performance of this Agreement shall
conflict with, constitute a breach of any agreement to which

                                       3
<PAGE>

Halters is a party or by which they are bound nor, to the best of Halters
knowledge and belief, any existing law, rule, regulation, or any decree of any
court or governmental department, agency, commission, board or bureau, domestic
or foreign, having jurisdiction over Halters.

                  D. TAXES. To the best knowledge and belief of the Halter's all
income, excise, unemployment, social security, occupational, franchise and any
and all other taxes, duties, assessments or charges levied, assessed or imposed
upon the Company by the United Stares or by any state or municipal government or
subdivision or instrumentality thereof which are due and payable as of the
Closing Date have been duly paid, and all required tax returns or reports
concerning any such items have been duly filed or will be filed within 30 days
of the closing date.


         7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Unless specifically
stated otherwise, the Company and Halters jointly and severally hereby represent
and warrant that the following are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date:

                  A. ORGANIZATION AND GOOD STANDING; QUALIFICATION. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the state of Texas, with all requisite corporate power and authority to
carry on the business in which it is engaged, to own the properties it owns, and
is duly qualified and licensed to do business and is in good standing in all
jurisdictions where the native of its business makes such qualification
necessary.

                  B. CAPITALIZATION. As of the execution date of this Agreement,
the authorized capital stock of the Company consists of 125,000,000 shares of
common stock, par value $.001 per share, of which 2,525,000 shares are issued
and outstanding. All of the issued and outstanding shares of capital stock of
the Company are duly authorized, validly issued, fully paid and nonassessable.
The Company is not a party to or bound by, nor does it have any knowledge of,
any agreement, instrument, arrangement, contract, obligation, commitment or
understanding of any character, whether written or oral, express or implied,
relating to the sale, assignment, encumbrance, conveyance, transfer or delivery
of any capital stock of the Company. The Company has no subsidiaries and no
ownership of the securities of any other entity.

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

                                       4
<PAGE>

                  D. AUTHORIZATION AND VALIDITY. The execution, delivery and
performance by the Company of this Agreement and the consummation of the
transaction contemplated hereby has been duly authorized by the Company;
shareholder approval is not required. This Agreement has been or will be as of
the Closing Date duly executed and delivered by the Company and constitutes or
will constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its respective terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting creditors
rights generally or the availability of equitable remedies.

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

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

                  G. FINANCIAL STATEMENTS. The Company shall have finished to
Buyer its audited balance sheet, statements of income and retained earnings,
statements of cash flows, and notes to the financial statements relevant
thereto, as of December 31, 2000, with said financial statements reflecting the
then current assets and liabilities of the Company pursuant to generally
accepted accounting principles. The Company has no liabilities of any kind or
nature whatsoever other than disclosed in the financial statements as of
December 31, 2000 and the Company will have no liabilities of any kind or nature
as of the Closing Date.

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

                                        5

<PAGE>

reports concerning any such items have been duly filed or will be filed within
30 days of the closing date. The Company will have no tax liabilities as of the
closing date.

                  I. GUARANTEES OR INDEBTEDNESS TO AFFILIATES. There arc no
contracts or commitments by the Company directly or indirectly guaranteeing the
payment or performance (or both) of any obligations of any third person
including the Company's shareholders. The Company has no indebtedness to any of
its officers, directors, employees or shareholders other than disclosed in the
financial statements and will not be as of its Closing Date, indebted to any of
its officers, directors, employees, or shareholders.

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

                  K. DISCLOSURE. No representations or warranties by the Company
in this Agreement and no statement contained in any document (including, without
limitation, financial statements), certificate, or other writing furnished or to
be furnished by the Company to Buyer pursuant to the provisions hereof or in
connection with the transactions contemplated hereby, contains or will contain
any untrue statement of material fact or omits or will omit to state any
material fact necessary, in light of the circumstances under which it was made,
in order to make the statements herein or therein not misleading.

                  L. CONTRACTS. As of the Closing Date, there will be no
contracts, agreements, arrangements or understandings entered into by the
Company which cannot be immediately terminated by the Company, except for an
agreement with its transfer agent, Securities Transfer Corporation, Frisco,
Texas which the Buyer agrees shall not be terminated for a period of six months
after the Closing Date, and thereafter so long as the transfer agent's services
are satisfactory in the reasonable opinion of the Buyer.


         8. CONDITIONS TO OBLIGATIONS OF BUYER. All obligations of Buyer under
this Agreement are subject to the fulfillment, prior to the Closing Date, of
each of the following conditions (any one or more of which may, in the absolute
discretion of Buyer, be waived by Buyer):

                  A. DOCUMENTS TO BE DELIVERED TO BUYER. At the Closing, the
following documents shall be delivered to Buyer:

                  (i) Certificate(s) representing the Shares of Whispering Oaks
                  International, Inc. to be delivered pursuant to this
                  Agreement, duly endorsed or accompanied by duly executed stock
                  powers;

                                        6
<PAGE>

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

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

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

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

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


         9. CONDITIONS TO OBLIGATIONS OF HALTERS. All obligations of Halters
under this Agreement are subject to the fulfillment, prior to the Closing Date,
of each of the following conditions (any one or more of which may, in the
absolute discretion of Halters, be waived by Halters);

                  A. DOCUMENTS TO BE DELIVERED TO HALTERS. At the Closing, the
following documents shall be delivered to Halters:

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

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

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

                  (ii) A cashier's check or a wire transfer in the amount of
                  $50,000.


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

                                        7
<PAGE>

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


         12. ADDITIONAL INDEMNIFICATION BY HALTERS. Halters further agree to
indemnify and hold harmless Buyer and his successors and assigns for the full
amount of all losses, claims, expenses or liabilities (including without
limitation reasonable attorneys' fees) arising from or relating to:

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


         13. MISCELLANEOUS.

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

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

                  C. PARTIES IN INTEREST; NO THIRD PARTY BENEFICIARIES. Except
as otherwise provided herein, the terms and conditions at this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Neither this
Agreement nor any other Agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.

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

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

                                        8
<PAGE>

provision, there shall be added automatically as part of this Agreement a
provision as similar in its terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and enforceable.

                  F. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations, warranties and covenants contained herein shall survive the
Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of HALTERS, the Company, or Buyer, as the
case may be, and, notwithstanding any provision in this Agreement to the
contrary, shall survive the Closing.

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

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

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

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

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

                  If to Buyer:        Ignacio Martinelli
                                      Via Fax 01l-598-2916-1487

                  If to Halters:      2591 Dallas Parkway, Suite 102
                                      Frisco, Texas 75034
                                      Attn: Mr. Kevin B. Halter

                                        9
<PAGE>

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

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


         14. POST CLOSING COVENANTS.

                  A. LEAK OUT PROVISION. Beginning 14 days from the date of
Closing and subject to compliances with the registration requirements or
exemption therefrom of applicable securities laws, Buyer agrees to allow the
sale or transfer by the Halters of their 100,000 shares of common stock of the
Company, at the cumulative rate of 25,000 shares per month for four months.
"Cumulative" means that if any of the 25,000 shares for a month are not sold or
transferred, same may be sold the following months or months along with the
25,000 shares for that month or months.

                  B. REASSIGNMENT OF SHARES. Buyer shall deliver to Halters
12,500 Shares of common stock of the Company for each of the months of February,
March, April and May 2001, respectively, that the average market capitalization
of the outstanding shares of common stock of the Company is not equal to or
greater than $50,000,000 for any such month after giving effect to the stock
split referred to in Section 3. To insure Buyer's compliance with this covenant,
Buyer shall deliver to Securities Transfer Corporation four stock certificates,
each for 12,500 Shares, with executed stock powers, and instructions to deliver
certificates to Halters or their assignees in accordance with and subject to
conditions contained in this paragraph. For purposes of this provision, "average
market capitalization" means the average per share closing price of the common
stock of the Company on the OTC Bulletin Board for each trading day in a given
month times the average total outstanding shares of common stock during such
month. Any of said four certificates not reassigned and delivered to Halters in
accordance with this paragraph shall be returned to Buyer by June 5, 2001.

                                       10
<PAGE>

Buyer:

By: /s/ Ignacio Martinelli
   ---------------------------------
    Ignacio Martinelli



Halters:


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


By: /s/ Pam Halter
   ---------------------------------
    Pam Halter

                                       11
</TEXT>
</DOCUMENT>
