LANDACORP INC
STOCK PURCHASE AGREEMENT (STEPHEN P. KAY)
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>9
<FILENAME>g74899ex10-19.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT (STEPHEN P. KAY)
<TEXT>
<PAGE>
                                                                  Exhibit 10.19


                           STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this day 17d'
March 1999 by and between LANDA MANAGEMENT SYSTEMS CORPORATION, a California
corporation (the "Company"), and Stephen P. Kay, ("Purchaser").

                                  WITNESSETH:

         WHEREAS, Purchaser holds a stock option dated October 20a', 1998 to
purchase shares of common stock of the Company (the "Option") pursuant to the
Company's 1998 Equity Incentive Plan (the "Plan") which Purchaser desires to
exercise; and

         WHEREAS, Purchaser wishes to take advantage of the early exercise
provision of the Option, and therefore to enter into this Agreement.

         NOW, THEREFORE, IT IS AGREED between the parties as follows:

         1. Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to sell to Purchaser, an aggregate of three hundred
thousand (300,000) shares of the common stock (the "Stock") of the Company, for
a purchase price of 12f100 US dollars ($0.12) per share (total purchase price:
Thirty six thousand OOf100 US dollars ($36,000.00)), payable as follows:


<TABLE>
<S>                                                              <C>
Cash at Closing                                                  $        0.00
Promissory Note in the form of Exhibit D (the "Note")            $   36,000.00
                                                                 -------------
Total Purchase Price                                             $   36,000.00
                                                                 =============
</TABLE>

The closing hereunder shall occur at the offices of the Company on the date of
this Agreement or at such other time and place as the parties may mutually
agree upon in writing.

         At the closing, Purchaser shall deliver two (2) stock assignments in
the form of Exhibit B, duly endorsed (with date and number of shares left
blank), joint escrow instructions (the "Joint Escrow Instructions") in the form
of Exhibit C, duly executed by Purchaser, and the total purchase price
(including an executed Note in the form of Exhibit D if a portion of the total
purchase price is to be paid by promissory note and an executed pledge
agreement in the form of Exhibit E (the "Pledge Agreement") under which all
shares of the Stock acquired by Note shall be pledged as collateral security
for the payment of the indebtedness represented by the Note.

         At the closing or as soon thereafter as practicable, the Company shall
deliver to the Escrow Agent (as defined in paragraph 8 below) share
certificates for all of the Stock that is to be subject to the Purchase Option
(as defined in paragraph 2 below), and shall deliver share certificates to
Purchaser for all of the Stock, if any, that is not to be subject to the
Purchase Option or the Pledge


                                       1
<PAGE>


Agreement. The certificates for all of the Stock that is subject to the Pledge
Agreement but not the Purchase Option shall be retained by the Company as
security pursuant to the Pledge Agreement.

         2. The Stock to be purchased by Purchaser pursuant to this Agreement
shall be subject to the following option ("Purchase Option"):

                  (A) In the event that Purchaser's Continuous Service (as that
term is defined in the Plan) shall terminate for any reason (including
Purchaser's death), or no reason, with or without cause, the Purchase Option
may be exercised. The Company shall have the right at any time within ninety
(90) days after such termination of Continuous Service, or such longer period
as may determined by the Company if such later repurchase is deemed necessary
by the Company for treatment of its stock as Qualified Small Business Stock
under Section 1202 of the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder, to exercise its option to repurchase from
Purchaser or his personal representative, as the case may be, at the price per
share paid by Purchaser pursuant to this Agreement ("Option Price"), up to but
not exceeding the number of unvested shares of the Stock set forth on Exhibit A
hereto, which is incorporated herein by this reference.

                  (B) In addition, and without limiting the foregoing Purchase
Option, if at any time during the term of the Purchase Option there occurs a
transaction described in Section 11(b) or 11(c) of the Plan (e.g., a
dissolution, liquidation, asset sale, merger, consolidation or reverse merger
of the Company), then: (i) the Company shall exercise the Purchase Option to
the same extent that the unvested portion of the Option would have terminated
pursuant to Section 11(b) or 11(c) of the Plan if the Option had not been
exercised pursuant to this Agreement, (ii) the Purchase Option shall lapse to
the same extent that the unvested portion of the Option would have
automatically accelerated pursuant to Section 11(c) of the Plan if the Option
had not been exercised pursuant to this Agreement or (iii) the Purchase Option
may be assigned to any successor to the Company to the same extent that the
unvested portion of the Option would have been assumed or substituted by such
successor if the Option had not been exercised pursuant to this Agreement, in
which case the Purchase Option shall apply on the same basis as set forth above
to the Stock or to the consideration received for the Stock by the Purchaser in
the transaction (as the case may be) if Purchaser's Continuous Service with
such successor terminates for any reason. The continuing or surviving entity
shall be deemed to be the successor to the Company for purposes of this
Agreement, and references herein to the "Company" shall be deemed to refer to
such successor.

                  (C) The Company shall be entitled to pay for any of the Stock
purchased pursuant to its Purchase Option at the Company's option in cash, by
offset against any indebtedness owing to the Company by Purchaser including
without limitation any note given in payment for the Stock, or a combination of
both.

                  (D) This Agreement is not an employment contract and nothing
in this Agreement shall be deemed to create in any way whatsoever any
obligation on the part of Purchaser to continue in the employ of the Company or
any Affiliate (as defined in the Plan) thereof, or of the Company or any
Affiliate thereof to continue Purchaser in its employ. In addition, nothing in
this Agreement shall obligate the Company or any Affiliate thereof, their


                                       2
<PAGE>


respective stockholders, boards of directors, officers or employees to continue
any relationship that you might have as a director or consultant for the
Company or any Affiliate thereof.

         3. The Purchase Option may be exercised by giving written notice of
exercise delivered or mailed as provided in paragraph 14. Upon providing of
such notice and payment or tender of the purchase price, the Company shall
become the legal and beneficial owner of the Stock being purchased and all
rights and interests therein or related thereto.

         4. If from time to time during the term of the Purchase Option there
is any stock dividend or liquidating dividend or distribution of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Company, then, in such event, any and all new,
substituted or additional securities or other properly to which Purchaser is
entitled by reason of his ownership of Stock will be immediately subject to the
Purchase Option and be included in the word "Stock" for all purposes of the
Purchase Option with the same force and effect as the shares of Stock then
subject to the Purchase Option. While the total Option Price shall remain the
same after each such event, the Option Price per share of Stock upon exercise
of the Purchase Option shall be appropriately adjusted.

         5. All certificates representing any shares of Stock of the Company
subject to the provisions of this Agreement shall have endorsed thereon legends
in substantially the following form:

                  (A) "The shares represented by this certificate are subject
to an option set forth in an agreement between the Company and the registered
holder, or registered holder's predecessor in interest, a copy of which is on
file at the principal office of this Company. Any transfer or attempted
transfer of any shares subject to such option is void without the prior express
written consent of the issuer of these shares."

                  (B) "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 an opinion of counsel satisfactory to the Company
that such registration is not required."

                  (C) "The shares represented by this certificate are subject
to a right of first refusal option in favor of the Company and/or its
assignees) as provided in the Bylaws of the Company."

                  (D) Any legend required to be placed thereon by the
California Commissioner of Corporations.

         6. Purchaser acknowledges that he or she is aware that the Stock to be
issued to him or her by the Company pursuant to this Agreement has not been
registered under the Securities Act of 1933, as amended (the "Act"), on the
basis that no distribution or public offering of the Stock is to be effected,
and in this connection acknowledges that the Company is relying on the
following representations. In this connection, Purchaser warrants and
represents to the Company that he or she is acquiring the Stock for investment
and not with a view to or for sale in


                                       3
<PAGE>


connection with any distribution of the Stock or with any present intention of
distributing or selling the Stock and he or she does not presently have reason
to anticipate any change in circumstances or any particular occasion or event
which would cause him or her to sell the Stock. Purchaser recognizes that the
Stock must be held indefinitely unless it is subsequently registered under the
Act or an exemption from such registration is available and, further,
recognizes that the Company is under no obligation to register the Stock or to
comply with any exemption from such registration.

         7. Purchaser is aware that the Stock may not be sold pursuant to Rule
144 adopted under the Act unless certain conditions are met and until Purchaser
has held the Stock for the applicable holding period set forth in Rule 144.
Among the conditions for use of Rule 144 is the availability of specified
current public information about the Company. Purchaser recognizes that the
Company presently has no plans to make such information available to the
public.

         Whether or not the Purchase Option is exercised or has lapsed,
Purchaser further agrees not to make any disposition of any of the Stock in any
event unless and until:

                  (A) There is then in -effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

                  (B) (i) Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii)
Purchaser shall have given the Company an opinion of counsel, which opinion and
counsel shall be satisfactory to the Company, to the effect that such
disposition will not require registration of the Stock under the Act.

         8. As security for his faithful performance of the terms of this
Agreement and to insure the availability for delivery of Purchaser's Stock upon
exercise of the Purchase Option herein provided for, Purchaser agrees, at the
closing hereunder (or as soon thereafter as practicable), to deliver (or have
the Company deliver on the Purchaser's behalf to and deposit with the Secretary
of the Company ("Escrow Agent"), as Escrow Agent in this transaction, two (2)
stock assignments duly endorsed (with date and number of shares left blank) in
the form attached hereto as Exhibit B, together with a certificate or
certificates evidencing all of the Stock subject to the Purchase Option; said
documents are to be held by the Escrow Agent and delivered by said Escrow Agent
pursuant to the Joint Escrow Instructions of the Company and Purchaser set
forth in Exhibit C attached hereto and incorporated herein by this reference,
which instructions shall also be delivered to the Escrow Agent at the closing
hereunder (or as soon thereafter as practicable).

         9. Purchaser shall not sell or transfer any of the Stock subject to
the Purchase Option or any interest therein so long as such Stock is subject to
the Purchase Option. In addition, the Purchaser agrees that the Company (or a
representative of the underwriters) may, in connection with the first
underwritten registration of the offering of any securities of the Company
under the Act, require that Purchaser not sell, dispose of, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic


                                       4
<PAGE>


effect as a sale, any of the Stock or other securities of the Company held by
you, for a period of time specified by the underwriters) (not to exceed one
hundred eighty (180) days) following the effective date of the registration
statement of the Company filed under the Act.

         10. The Company shall not be required (a) to transfer on its books any
shares of Stock of the Company which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.

         11. Subject to the provisions of paragraphs 9 and 10 above, Purchaser
(but not any unapproved transferee) shall, during the term of this Agreement,
exercise all rights and privileges of a stockholder of the Company with respect
to the Stock.

         12. The shares of Stock purchased under the terms of this Agreement
are subject to the right of first refusal provided for in the Bylaws of the
Company.

         13. The parties agree to execute such further instruments and to take
such further action as reasonably may be necessary to carry out the intent of
this Agreement.

         14. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in any United States Post Office Box, by registered or certified mail
with postage and fees prepaid, addressed to the other party hereto at his
address hereinafter shown below his signature or at such other address as such
party may designate by ten (10) days' advance written notice to the other party
hereto.

         15. This Agreement shall bind and inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, inure to the benefit of and be binding upon
Purchaser, his heirs, executors, administrators, successors, and assigns.
Without limiting the generality of the foregoing, the Purchase Option of the
Company hereunder shall be assignable by the Company at any time or from time
to time, in whole or in part.


                                       5
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement as of the day and year first set forth above.


                                    LANDA MANAGEMENT SYSTEMS CORPORATION

                                    By: /s/ Eugene Santa Cattarina
                                       ----------------------------------------
                                       Eugene Santa Cattarina
                                       Its: CEO
                                       Address:  1072 Marauder Street, Suite A
                                                 Chico, CA 95973

                                    /s/ Stephen P. Kay
                                    -------------------------------------------
                                    STEPHEN P. KAY
                                    Address:  14540 Camaren Park Drive
                                              Chico, CA 95973


ATTACHMENTS:

Exhibit A                           Vesting Schedule
Exhibit B                           Assignment Separate from Certificate
Exhibit C                           Joint Escrow Instructions
Exhibit D                           Promissory Note
Exhibit E                           Pledge Agreement


                                       6
<PAGE>


                                   EXHIBIT A

                               VESTING SCHEDULE


<TABLE>
<CAPTION>
IF CONTINUOUS SERVICE                        NUMBER OF UNVESTED SHARES
TERMINATES:                                  SUBJECT TO PURCHASE OPTION:

<S>                                          <C>
Before 28th February 1999                             300,000.0 shares

After 28th February 1999
  but before 31st March 1999                          225,000.0 shares

After 31St March 1999
  but before 30th April 1999                          218,750.0 shares

After 30th April 1999
  but before 31st May 1999                            212,500.0 shares

After 31st May 1999
  but before 30th June 1999                           206,250.0 shares

After 30th June l999
  but before 31St July 1999                           200,000.0 shares

After 31St July 1999
  but before 31st August 1999                         193,750.0 shares

After 31st August 1999
  but before 30th September 1999                      187,500.0 shares

After 30th September 1999
  but before 31St October 1999                        181,250.0 shares

After 31St October 1999
  but before 30th November 1999                       175,000.0 shares

After 30th  November 1999
  but before 31st December 1999                       168,750.0 shares
</TABLE>


                                                         1
<PAGE>


                             EXHIBIT A (CONTINUED)

                               VESTING SCHEDULE


<TABLE>
<CAPTION>
IF CONTINUOUS SERVICE                        NUMBER OF UNVESTED SHARES
TERMINATES:                                  SUBJECT TO PURCHASE OPTION:

<S>                                          <C>
After 31st December 1999
  but before 31st January 2000                    162,500.0 shares

After 31st January 2000
  but before 28th February 2000                   156.250.0 shares

After 28th February 2000
  but before 31st March 2000                      150,000.0 shares

After 31st March 2000
  but before 30th April 2000                      143,750.0 shares

After 30th April 2000
  but before 31st May 2000                        137,500.0 shares

After 31st May 2000
  but before 30th June 2000                       131,250.0 shares

After 30th June 2000
  but before 31st July 2000                       125,000.0 shares

After 31st July 2000
  but before 31st August 2000                     118,750.0 shares

After 31st August 2000
  but before 30th September 2000                  112,500.0 shares

After 30th September 2000
  but before 31st October 2000                    106.250.0 shares
</TABLE>


                                       2
<PAGE>


                             EXHIBIT A (CONTINUED)

                               VESTING SCHEDULE


<TABLE>
<CAPTION>
IF CONTINUOUS SERVICE                        NUMBER OF UNVESTED SHARES
TERMINATES:                                  SUBJECT TO PURCHASE OPTION:

<S>                                          <C>
After 31st October 2000
  but before 30th November 2000                   100,000.0 shares

After 30th November 2000
  but before 31st December 2000                    93,750.0 shares

After 31st December 2000
  but before 31st January 2001                     87,500.0 shares

After 31st January 2001
  but before 28th February 2001                    81,250.0 shares

After 28th February 2001
  but before 31st March 2001                       75,000.0 shares

After 31st March 2001
  but before 30th April 2001                       68,750.0 shares

After 30th April 2001
  but before 31st May 2001                         62,500.0 shares

After 31st Mate 2001
  but before 30th June 2001                        56,250.0 shares

After 30th June 2001
  but before 31st July 2001                        50,000.0 shares

After 31st July 2001
  but before 31st August 2001                      431750.0 shares
</TABLE>


                                       3
<PAGE>


                             EXHIBIT A (CONTINUED)

                               VESTING SCHEDULE

<TABLE>
<CAPTION>
IF CONTINUOUS SERVICE                        NUMBER OF UNVESTED SHARES
TERMINATES:                                  SUBJECT TO PURCHASE OPTION:

<S>                                          <C>
After 31st August 2001
  but before 30th September 2001                    37.500.0 shares

After 30th September 2001
  but before 31st October 2001                      31.250.0 shares

After 31st October 2001
  but before 30th November 2001                     25,000.0 shares

After 30th November 2001
  but before 31st December 2001                     18.750.0 shares

After 31st December 2001
  but before 31st January 2002                      12,500.0 shares

After 31st January 2002
  but before 28th February 2002                      6.250.0 shares

After 28th February 2002                                 0.0 shares
</TABLE>


                                       4
<PAGE>


                                   EXHIBIT B

                     ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED and pursuant to that certain Stock Purchase
Agreement dated as of 17th March 1999, (the "Agreement") Stephen P. Kay hereby
sells, assigns and transfers unto Landa Management Systems Corporation
____________________________________________ (______) shares of common stock of
Landa Management Systems Corporation, a California corporation, standing in the
undersigned's name on the books of said corporation represented by Certificate
No. _____ herewith, and does hereby irrevocably constitute and appoint
____________________ attorney to transfer the said stock on the books of the
said corporation with foil power of substitution in the premises. This
Assignment may be used only in accordance with and subject to the terms and
conditions of the Agreement, in connection with the repurchase of shares of
Common Stock issued to the undersigned pursuant to the Agreement, and only to
the extent that such shares remain subject to the Company's Purchase Option
under the Agreement.


Dated:
      --------------------------

                                             /s/ Stephen P. Kay
                                             ----------------------------------
                                             [Signature]

                                             Stephen P. Kay
                                             ----------------------------------


[INSTRUCTION: Please do not fill in any blanks other than the signature line.
The purpose of this Assignment is to enable the Company to exercise its
repurchase option set forth in the Agreement without requiring additional
signatures on the part of Purchaser.]


<PAGE>


                                   EXHIBIT B

                     ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED and pursuant to that certain Stock Purchase
Agreement dated as of 17th March 1999, (the "Agreement") Stephen P. Kay hereby
sells, assigns and transfers unto Landa Management Systems Corporation
____________________ (_________) shares of common stock of Landa Management
Systems Corporation, a California corporation, standing in the undersigned's
name on the books of said corporation represented by Certificate No. _____
herewith, and does hereby irrevocably constitute and appoint
________________________ attorney to transfer the said stock on the books of
the said corporation with full power of substitution in the premises. This
Assignment may be used only in accordance with and subject to the terms and
conditions of the Agreement, in connection with the repurchase of shares of
Common Stock issued to the undersigned pursuant to the Agreement, and only to
the extent that such shares remain subject to the Company's Purchase Option
under the Agreement.


Dated:
      --------------------------

                                             /s/ Stephen P. Kay
                                             ----------------------------------
                                             [Signature]

                                             Stephen P. Kay
                                             ----------------------------------


INSTRUCTION: Please do not fill in any blanks other than the signature line.
The purpose of this Assignment is to enable the Company to exercise its
repurchase option set forth in the Agreement without requiring additional
signatures on the part of Purchaser.]


<PAGE>


                                   EXHIBIT C

                           JOINT ESCROW INSTRUCTIONS


STEPHEN P. Kay, Company Secretary
Landa Management Systems Corporation
1072 Marauder, Suite A
Chico, CA 95973

Dear Sir:

         As Escrow Agent for both Landa Management Systems Corporation, a
California corporation ("Company"), and the undersigned purchaser of stock of
the Company ("Purchaser"), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain Stock Purchase
Agreement ("Agreement"), dated 17TH MARCH 1999, to which a copy of these Joint
Escrow Instructions is attached as Exhibit C in accordance with the following
instructions:

         1. In the event the Company or an assignee shall elect to exercise the
Purchase Option set forth in the Agreement, the Company or its assignee will
give to Purchaser and you a written notice specifying the number of shares of
stock to be purchased, the purchase price, and the time for a closing hereunder
at the principal office of the Company. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice in accordance with the terms of said notice.

         2. At the closing you are directed (a) to date any stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company against the
simultaneous delivery to you of the purchase price (which may include suitable
acknowledgment of cancellation of indebtedness) of the number of shares of
stock being purchased pursuant to the exercise of the Purchase Option.

         3. Purchaser irrevocably authorizes the Company to deposit with you
any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as specified in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as his
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction herein contemplated.

         4. This escrow shall terminate upon expiration or exercise in full of
the Purchase Option, whichever occurs first.


                                       1
<PAGE>


         5. If at the time of termination of this escrow you should have in
your possession any documents, securities, or other property belonging to
Purchaser, you shall deliver all of same to Purchaser and shall be discharged
of all further obligations hereunder; provided, however, that if at the time of
termination of this escrow you are advised by the Company that the property
subject to this escrow is the subject of a pledge or other security agreement,
you shall deliver all such property to the pledgeholder or other person
designated by the Company.

         6. Except as otherwise provided in these Joint Escrow Instructions,
your duties hereunder may be altered, amended, modified or revoked only by a
writing signed by all of the parties hereto.

         7. You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by you
to be genuine and to have been signed or presented by the proper party or
parties or their assignees. You shall not be personally liable for any act you
may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for
Purchaser while acting in good faith and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.

         8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree
of any court, you shall not be liable to any of the parties hereto or to any
other person, firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered without
jurisdiction.

         9. You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

         10. You shall not be liable for the outlawing of any rights under any
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

         11. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be Secretary of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
may appoint any officer or assistant officer of the Company as successor Escrow
Agent and Purchaser hereby confirms the appointment of such successor or
successors as his attorney-in-fact and agent to the full extent of your
appointment.

         12. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         13. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities, you are authorized and


                                       2
<PAGE>


directed to retain in your possession without liability to anyone all or any
part of said securities until such dispute shall have been settled either by
mutual written agreement of the parties concerned or by a final order, decree
or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.

         14. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, including
delivery by express courier or five days after deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid,
addressed to each of the other parties hereunto entitled at the following
addresses, or at such other addresses as a party may .designate by ten days'
advance written notice to each of the other parties hereto:


         COMPANY:          Stephen P. Kay, Company Secretary
                           Landa Management Systems Corporation
                           1072 Marauder, Suite A
                           Chico, CA 95973

         PURCHASER:        Stephen P. Kay
                           14540 Camaren Park Drive
                           Chico, CA 95973

         ESCROW AGENT:     Stephen P. Kay, Company Secretary
                           Landa Management Systems Corporation
                           1072 Marauder, Suite A
                           Chico, CA 95973

         15. By signing these Joint Escrow Instructions you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not
become a party to the Agreement.

         16. You shall be entitled to employ such legal counsel and other
experts (including without limitation the firm of Cooley Godward LLP) as you
may deem necessary properly to advise you in connection with your obligations
hereunder. You may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor. The Corporation shall be responsible
for all fees generated by such legal counsel in connection with your
obligations hereunder.

         17. This instrument shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. It is
understood and agreed that references to "you" or "your" herein refer to the
original Escrow Agent and to any and all successor Escrow Agents. It is
understood and agreed that the Corporation may at any time or from time to time
assign its rights under the Agreement and these Joint Escrow Instructions in
whole or in part.

         18. This Agreement shall be governed by and interpreted and determined
in accordance with the laws of the State of California, as such laws are
applied by California courts to contracts made and to be performed entirely in
California by residents of that state.


                                       3
<PAGE>


                                    Very truly yours,


                                    LANDA MANAGEMENT SYSTEMS CORPORATION


                                    /s/ Stephen P. Kay
                                    -------------------------------------------
                                    By: Stephen P. Kay, Chief Financial Officer


                                    PURCHASER:


                                    /s/ Stephen P. Kay
                                    -------------------------------------------
                                    Stephen P. Kay


ESCROW AGENT:

/s/ Stephen P. Kay
---------------------------------
Stephen P. Kay, Company Secretary


                                       4
<PAGE>


                                   EXHIBIT D

                         FULL RECOURSE PROMISSORY NOTE

$36,000.00                                                     17 TH MARCH 1999

         FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to
pay to the order of Landa Management Systems Corporation, a California
corporation (the "Company"), at Chico, California, or at such other place as
the holder hereof may designate in writing, in lawful money of the United
States of America and in immediately available funds, the principal sum of
Thirty six thousand 00/100 Dollars ($36,000.00) together with interest accrued
from the date hereof on the unpaid principal at the rate of 6.00% per annum, or
the maximum rate permissible by law (which under the laws of the State of
California shall be deemed to be the laws relating to permissible rates of
interest on commercial loans), whichever is less, as follows:

                  PRINCIPAL REPAYMENT. The outstanding principal amount
         hereunder shall be DUE AND PAYABLE IN FULL ON MARCH 16TH, 2006.

                  INTEREST PAYMENTS. Interest shall be ACCRUED ANNUALLY and
         shall be calculated on the basis of a 360-day year for the actual
         number of days elapsed;

provided, however, that in the event that the undersigned's employment by or
association with the Company is terminated for any reason prior to payment in
full of this Note, this Note shall be accelerated and all remaining unpaid
principal and interest shall become due and payable immediately after such
termination. Moreover, the Company may, in connection with the first
underwritten registration of the offering of any securities of the Company
under the Securities Act of 1933, as amended (the "Securities Act"), require
that this Note shall be accelerated and all remaining unpaid principal and
interest shall become due and payable within two hundred ten (210) days
following the effective date of the registration statement of the Company filed
under the Securities Act.

         If the undersigned fails to pay any of the principal and accrued
interest when due, the Company, at its sole option, shall have the right to
accelerate this Note, in which event the entire principal balance and all
accrued interest shall become immediately due and payable, and immediately
collectible by the Company pursuant to applicable law.

         This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of
interest as required hereunder and then to the retirement of the principal.

         This Note is a full recourse promissory note. The full amount of this
Note is secured by a pledge of shares of Common Stock of the Company, and is
subject to all of the terms and provisions of the Stock Purchase Agreement and
the Pledge Agreement, each of even date herewith between the undersigned and
the Company.


                                       1
<PAGE>


         The undersigned hereby represents and agrees that the amounts due
under this Note are not consumer debt, and are not incurred primarily for
personal, family or household purposes, but are for business and commercial
purposes only.

         The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or
demands in connection with the delivery, acceptance, performance, default or
endorsement of this Note.

         The holder hereof shall be entitled to recover, and the undersigned
agrees to pay when incurred, all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.

         This Note shall be governed by, and construed, enforced and
interpreted in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.


                                    Signed /s/ Stephen P. Kay
                                          -------------------------------------
                                          Stephen P. Kay


                                       2
<PAGE>


                                   EXHIBIT E

                               PLEDGE AGREEMENT

         1. As collateral security for the payment of that certain $36,000.00
promissory note issued this date to Landa Management Systems Corporation
("Pledgee") by the undersigned (hereinafter called "indebtedness"), the
undersigned hereby assigns, transfers to and pledges with the Pledgee the
securities listed on Schedule 1 hereto which were this day delivered to be
deposited with Pledgee, together with any stock rights, rights to subscribe,
dividends paid in cash or other property in connection with the complete or
partial liquidation of Pledgee, stock dividends, dividends paid in stock, new
securities or other property except cash dividends other than liquidating
dividends to which the undersigned is or may hereafter become entitled to
receive on account of such property, and in the event that the undersigned
receives any such, the undersigned will immediately deliver it to Pledgee to be
held by Pledgee hereunder in the same manner as the property originally pledged
hereunder. All property assigned, transferred to and pledged with Pledgee under
this paragraph is hereinafter called "collateral."

         At any time, without notice, and at the expense of the undersigned,
Pledgee in its name or in the name of its nominee or of the undersigned may,
but shall not be obligated to: (a) collect by legal proceedings or otherwise
all dividends (except cash dividends other than liquidating dividends),
interest, principal payments and other sums now or hereafter payable upon or on
account of said collateral; (b) enter into any extension, reorganization,
deposit, merger, or consolidation agreement, or any agreement in any way
relating to or affecting the collateral, and in connection therewith may
deposit or surrender control of such collateral thereunder, accept other
property in exchange for such collateral and do and perform such acts and
things as it may deem proper, and any money or property received in exchange
for such collateral shall be applied to the indebtedness or thereafter held by
it pursuant to the provisions hereof; (c) insure, process and preserve the
collateral; (d) cause the collateral to be transferred to its name or to the
name of its nominee; (e) exercise as to such collateral all the rights, powers,
and remedies of an owner, except that so long as the indebtedness is not in
default the undersigned shall retain all voting rights as to the collateral.

         The undersigned agrees to pay prior to delinquency all taxes, charges,
liens and assessments against the collateral, and upon the failure of the
undersigned to do so Pledgee at its option may pay any of them and shall be the
sole judge of the legality or validity thereof and the amount necessary to
discharge the same.

         All advances, charges, costs and expenses, including reasonable
attorneys' fees, incurred or paid by Pledgee in exercising any right, power or
remedy conferred by this agreement, or in the enforcement thereof, shall become
a part of the indebtedness secured hereunder and shall be paid to Pledgee by
the undersigned immediately and without demand.

         At the option of Pledgee and without necessity of demand or notice,
all or any part of the indebtedness of the undersigned shall immediately become
due and payable irrespective of any agreed maturity, upon the happening of any
of the following events: (a) failure to keep or perform any of the terms or
provisions of this agreement; (b) default in the payment of principal or
interest when due; (c) the levy of any attachment, execution or other process
against the


                                       1
<PAGE>


collateral; or (d) the insolvency, commission of an act of bankruptcy, general
assignment for the benefit of creditors, filing of any petition in bankruptcy
or for relief under the provisions of Title 11, United States Code, Bankruptcy,
of, by, or against the undersigned.

         In the event of the nonpayment of any indebtedness when due, whether
by acceleration or otherwise, or upon the happening of any of the events
specified in the last preceding paragraph, Pledgee may then, or at any time
thereafter, at its election, apply, set off, collect or sell in one or more
sales, or take such steps as may be necessary to liquidate and reduce to cash
in the hands of Pledgee in whole or in part, with or without any previous
demands or demand of performance or notice or advertisement, the whole or any
part of the collateral in such order as Pledgee may elect, and any such sale
may be made either at public or private sale at its place of business or
elsewhere, or at any broker's board or securities exchange, either for cash or
upon credit or for future delivery; provided, however, that if such disposition
is at private sale, then the purchase price of the collateral shall be equal to
the public market price then in effect, or, if at the time of sale no public
market for the collateral exists, then, in recognition of the fact that the
sale of the collateral would have to be registered under the Securities Act of
1933 and that the expenses of such registration are commercially unreasonable
for the type and amount of collateral pledged hereunder, Pledgee and the
undersigned hereby agree that such private sale shall be at a purchase price
mutually agreed to by Pledgee and the undersigned or, if the parties cannot
agree upon a purchase price, then at a purchase price established by a majority
of three independent appraisers knowledgeable of the value of such collateral,
one named by the undersigned within 10 days after written request by the
Pledgee to do so, one named by Pledgee within such 10 day period, and the third
named by the two appraisers so selected, with the appraisal to be rendered by
such body within 30 days of the appointment of the third appraiser. The cost of
such appraisal, including all appraiser's fees, shall be charged against the
proceeds of sale as an expense of such sale. Pledgee may be the purchaser of
any or all collateral so sold and hold the same thereafter in its own right
free from any claim of the undersigned or right of redemption. Demands of
performance, notices of sale, advertisements and presence of property at sale
are hereby waived, and Pledgee is hereby authorized to sell hereunder any
evidence of debt pledged to it. Any sale hereunder may be conducted by any
officer or agent of Pledgee.

         The proceeds of the sale of any of the collateral and all sums
received or collected by Pledgee from or on account of such collateral shall be
applied by Pledgee to the payment of expenses incurred or paid by Pledgee in
connection with any sale, transfer or delivery of the collateral, to the
payment of any other costs, charges, attorneys' fees or expenses mentioned
herein, and to the payment of the indebtedness or any part hereof, all in such
order and manner as Pledgee in its discretion may determine. Pledgee shall pay
any balance to the undersigned.

         Pledgee shall be under no duty or obligation whatsoever to make or
give any presentments, demands for performance, notices of non-performance,
protests, notices of protest or notices of dishonor in connection with any
obligations or- evidences of indebtedness held by Pledgee as collateral, or in
connection with any obligations or evidences of indebtedness which constitute
in whole or in part the indebtedness secured hereunder.

         Pledgee may at any time deliver the collateral or any part thereof to
the undersigned and the receipt of the undersigned shall be a complete and full
acquittance for the collateral so delivered, and Pledgee shall thereafter be
discharged from any liability or responsibility therefor.


                                       2
<PAGE>


         Upon the transfer of all or any part of the indebtedness Pledgee may
transfer all or any part of the collateral and shall be fully discharged
thereafter from all liability and responsibility with respect to such
collateral so transferred, and the transferee shall be vested with all the
rights and powers of Pledgee hereunder with respect to such collateral so
transferred; but with respect to any collateral not so transferred Pledgee
shall retain all rights and powers hereby given.

         Until all indebtedness shall have been paid in full the power of sale
and all other rights, powers and remedies granted to Pledgee hereunder shall
continue to exist and may be exercised by Pledgee at any time and from time to
time irrespective of the fact that the indebtedness or any part thereof may
have become barred by any statute of limitations, or that the personal
liability of the undersigned may have ceased.

         Pledgee agrees that so long as the indebtedness is not in default,
shares- of Landa Management Systems Corporation common stock held hereunder as
collateral for the indebtedness shall be released from pledge as the
indebtedness is paid. Such releases shall be at the rate of one share for each
$0.12 of principal amount of indebtedness paid. Release from pledge, however,
shall not result in release from the provisions of those certain Joint Escrow
Instructions, if any, of even date herewith among the parties to this Pledge
Agreement and the Escrow Agent named therein or from the Repurchase Option of
Landa Management Systems Corporation, set forth in the Stock Purchase Agreement
dated 17th March 1999, if any, between the parties to this Pledge Agreement.

         The rights, powers and remedies given to Pledgee by this agreement
shall be in addition to all rights, powers and remedies given to Pledgee by
virtue of any statute or rule of law. Pledgee may exercise its Pledgee's lien
or right of setoff with respect to the indebtedness in the same manner as if
the indebtedness were unsecured. Any forbearance or failure or delay by Pledgee
in exercising any right, power or remedy hereunder shall not be deemed to be a
waiver of such right, power or remedy, and any single or partial exercise of
any right, power or remedy hereunder shall not preclude the further exercise
thereof; and every right, power and remedy of Pledgee shall continue in full
force and effect until such right, power or remedy is specifically waived by an
instrument in writing executed by Pledgee.


         Dated: 17th March 1999


                                             /s/ Stephen P. Kay
                                             ----------------------------------
                                             Stephen P. Kay


ATTACHMENT: Schedule 1


                                       3
<PAGE>


                                   SCHEDULE 1
                                       TO
                                PLEDGE AGREEMENT


    300,000 shares of Common Stock in Landa Management Systems Corporation.


<PAGE>


17th March 1999                                [LANDACORP HEALTHCARE MANAGEMENT
                                                        SYSTEMS LETTERHEAD]


Director of Internal Revenue
Internal Revenue Service Center
1160 West 1200 South Street
Ogden, UT 84201


RE: ELECTION UNDER SECTION 83(B)


Gentlemen:


The undersigned hereby elects, pursuant to the provisions of Sections SS-56 and
83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to include
in alternative minimum taxable income for the undersigned's current taxable
year, as compensation for services, the excess, if any, of the fair market
value of the property described below at the time of transfer over the amount
paid for such property. The undersigned also elects pursuant to Section 83(b)
of the Code to include in gross income for the taxable year in which the
undersigned disposes of some or all of the property described below in a
transaction which fails to satisfy the requirements of Section 422(a)(1) of the
Code (a "disqualifying disposition"), as compensation for services, the excess,
if any, of the fair market value of the disposed property at the time of
transfer to the undersigned over the amount paid for such property.

Pursuant to Treasury Regulations Section 1.83-2, the following information is
submitted:

Name:                      Stephen P. Kay ("Purchaser")
Address:                   14540 Camaren Park Drive, Chico, CA 95973
Social Security No.:       ###-##-####
Property Description:      300,000 shares of Common stock (the "Stock") of
                           Landa Management Systems Corporation (the
                           "Corporation").

The date on which the Stock was purchased is 17th March 1999. The taxable year
for which the election is made is the calendar year 1999/the fiscal year ending
31 St December 1999.

Restrictions:              "If, on or before 28th February 2002 the employment
                           of the Purchaser by the Corporation terminates for
                           any reason, the Corporation shall have the option to
                           repurchase some or all of the Stock (depending upon
                           the date of such termination) for a price equal to
                           the cost of the Stock repurchased."

The fair market value at the time of transfer of the Stock, determined without
regard to any restriction other than a restriction which by its terms will
never lapse, is $36,000 (300,000 shares having a fair market value of $0.12 per
share).

Purchase Price:            $36,000 (300,000 shares at $0.12 per share).

A copy of this statement has been furnished to the Corporation and the
transferee of the Stock if different than Purchaser.


                                    Very truly yours,

                                    /s/ Stephen P. Kay
                                    -------------------------------------------
                                    STEPHEN P. KAY


LANDA MANAGEMENT SYSTEMS CORPORATION

HOME OFFICE:
1072 Marauder, Suite A
Chico, California 95973 USA
tel (530) 891-0853
fax (530) 891-8428
http://Www.landacorp.com

</TEXT>
</DOCUMENT>
