CYBERBOTANICAL INC
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>




                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT  ("Agreement") is executed this day of August
2000 by and  between  Cyberbotanical,  Inc.,  a Nevada  corporation  ("CBI") and
Kelly's Coffee Group, Inc., a Colorado corporation ("Kelly's").

                                    Recitals

     CBI  desires to sell and  transfer,  and Kelly's  desires to  purchase  and
acquire,  Eighteen  Million Four  Hundred  Thousand  (18,400,000)  shares of the
Common Stock of CBI, (the "Shares"), in a private non-registered transaction and
in exchange  for the payment in cash by Kelly's of Five Hundred  Forty  Thousand
Five Hundred Fifty Four and no/100 dollars ($540,554.00).

                                    Agreement

     In  consideration  of  the  mutual  promises,   covenants,  and  agreements
contained in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:

1.   Purchase and Sale of Shares.  CBI agrees to transfer the Shares to Kelly's,
     and Kelly's  agrees to acquire the Shares from CBI.  Immediately  after CBI
     receives a duly executed copy of this Agreement, it will deliver the Shares
     to Kelly's.

2.   Purchase Price. As consideration  for the Shares,  Kelly's hereby agrees to
     deliver to CBI the sum of Five Hundred  Forty  Thousand  Five Hundred Fifty
     Four and no/100 dollars  ($540,554.00)  in cash  immediately  following the
     receipt by Kelly's of a duly executed copy of this Agreement.

3.   Representation  and Warranties of Kelly's.  Kelly's represents and warrants
     that:


     a.   Kelly's  is an  entity  incorporated  under  the laws of the  State of
          Colorado.

     b.   Kelly's has such  knowledge  and  expertise in financial  and business
          matters that it is capable of  evaluating  the merits and  substantial
          risks of the  purchase of the Shares and is able to bear the  economic
          risks relevant to the purchase of the Shares hereunder.

     c.   Kelly's is  relying  solely  upon  independent  consultation  with its
          professional,  legal,  tax,  accounting  and such  other  advisors  as
          Kelly's deems to be appropriate in purchasing the Shares;  Kelly's has
          been advised to, and has  consulted  with,  its  professional  tax and
          legal advisors with respect to any tax  consequences of purchasing the
          Shares.


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     d.   Kelly's understands that CBI is relying upon Kelly's's representations
          and warranties as contained in this Agreement in consummating the sale
          and transfer of the Shares. Therefore, Kelly's agrees to indemnify CBI
          against,  and hold it harmless from, all losses,  liabilities,  costs,
          penalties and expenses  (including  attorney's  fees) which arise as a
          result of a sale,  exchange or other transfer of the Shares other than
          as permitted under this Agreement

     e.   Kelly's Board of Directors has reviewed and approved this  transaction
          with full  disclosure  that  Richard  Surber is the  President of both
          Kelly's and CBI and that the other  members of the Board have approved
          the proposed transaction and the purchase of a controlling interest of
          CBI by Kelly's as set forth herein.

4.   Representations and Warranties of CBI. CBI represents and warrants that:


     a.   CBI is a corporation  duly  organized and validly  existing  under the
          laws of the State of Nevada.

     b.   CBI has valid title to the Shares which it is  transferring to Kelly's
          pursuant  to this  Agreement.  There are no  claims,  liens,  security
          interests, or other encumbrances upon the Shares. That the Shares will
          represent  not  less  than  ninety  percent  (90%) of the  issued  and
          outstanding  shares of common stock of CBI at the  conclusion  of this
          transaction.

     c.   CBI agrees and  represents  that the proceeds of the sale provided for
          herein  shall be used to complete  the  purchase of the Board of Trade
          Building located at 120 Market, Wichita, Kansas.

     d.   CBI is  relying  solely  upon its  independent  consultation  with its
          professional,  legal,  tax,  accounting and such other advisors as CBI
          deems to be appropriate in transferring the Shares in exchange for the
          cash  consideration  provided for herein. CBI has been advised to, and
          has  consulted  with,  its  professional  tax and legal  advisors with
          respect to any tax  consequences of transferring  the Shares.  CBI has
          disclosed to the Board of Directors of Kelly's that Richard  Surber is
          the President of CBI and Kelly's and required the full approval of the
          remaining  members of Kelly's board prior to closing this transaction,
          such  approval to be  evidenced  by a  resolution  approved by Kelly's
          Board of Directors.

     e.   All  corporate  action  on the  part of CBI  required  for the  lawful
          execution and delivery of this  Agreement and the issuance,  execution
          and delivery of the Shares has been duly and effectively  taken.  Upon
          execution and delivery,  this  Agreement  will  constitute a valid and
          binding  obligation of CBI,  enforceable in accordance with its terms,
          except as the enforceability may be limited by applicable  bankruptcy,
          insolvency or similar laws and judicial decisions affecting creditors'
          rights generally.



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     f.   CBI understands that Kelly's is relying upon CBI's representations and
          warranties as contained in this Agreement in consummating the sale and
          transfer of the Shares.  Therefore,  CBI agrees to  indemnify  Kelly's
          against,  and hold it harmless from, all losses,  liabilities,  costs,
          penalties and expenses  (including  attorney's  fees) which arise as a
          result of a sale,  exchange or other transfer of the Shares other than
          as permitted under this Agreement.

5.   Survival of Representations, Warranties and Covenants. The representations,
     warranties and covenants  made by CBI and Kelly's in this  Agreement  shall
     survive the purchase and sale of the Shares.

6.       Miscellaneous.

     a.   In the  event  any  one or more of the  provisions  contained  in this
          Agreement  are  for  any  reason  held  to  be  invalid,   illegal  or
          unenforceable  in  any  respect,   such   invalidity,   illegality  or
          unenforceability  shall  not  affect  any  other  provisions  of  this
          Agreement.  This  Agreement  shall be  construed  as if such  invalid,
          illegal or unenforceable provision had never been contained herein.

     b.   This  Agreement  shall be binding upon and inure to the benefit of the
          parties and their respective heirs, legal representatives, successors,
          and permitted  assigns.  The parties hereto may not transfer or assign
          any part of their rights or obligations except to the extent expressly
          permitted by this Agreement.

     c.   This  Agreement  constitutes  the entire  agreement and  understanding
          between the parties with respect to the sale of the Shares and may not
          be modified or amended except in writing signed by both parties.

     d.   No term or  condition of this  Agreement  shall be deemed to have been
          waived nor shall there be any  estoppel to enforce  any  provision  of
          this Agreement except by written  instrument of the party charged with
          such waiver or estoppel.

     e.   The validity,  interpretation, and performance of this Agreement shall
          be  governed by the laws of the State of Utah,  without  regard to its
          law on the conflict of laws. Any dispute arising out of this Agreement
          shall be brought  in a court of  competent  jurisdiction  in Salt Lake
          County, State of Utah. The parties exclude any and all statutes,  laws
          and treaties which would allow or require any dispute to be decided in
          another  forum or by other  rules of  decision  than  provided in this
          Agreement.






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     IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement
as of the day and year first appearing herein.



Cyberbotanical, Inc.                           Kelly's Coffee Group, Inc.

/s/ Richard Surber                              /s/ Kevin Schillo
-------------------------                      ---------------------------------
  Richard Surber, President                    Kevin Schillo, Secretary









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