NewMarket Technology Inc
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>nmti-8k_ex2spa2.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>


EXHIBIT 10.2
                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement"),  dated as of August 3,
2004, by and among NewMarket Technology,  Inc., a Nevada corporation ("NM"), and
Chell  Group  Corporation,  a New York  corporation  ("CG")  and  Logicorp  Data
Systems,  Ltd.,  an Alberta  corporation  and a  wholly-owned  subsidiary  of CG
("Logicorp");.

     WHEREAS,  NM wishes to purchase  that  number of shares of Logicorp  common
stock  ("Logicorp  Shares")  from  Logicorp  such  that NM will  hold 51% of the
outstanding securities of Logicorp;

     WHEREAS,  Logicorp  wishes to sell and NM wishes to purchase  the  Logicorp
Shares for  $2,100,000,  $1,100,000 of which will be paid in cash at closing and
$1,000,000 of which will be paid by promissory note;

     WHEREAS,  twelve (12) months  following  the first  anniversary  of the 51%
purchase,  provided  Logicorp has achieved annual sales of at lease  $18,000,000
with at least a break even  profit  (EBITA),  the seller  will have an option to
require the buyer to acquire the  remaining 49% of the sellers  remaining  stock
for a  purchase  price  of  $1,900,000  to be paid in NM  stock  with  piggyback
registration  rights.  The buyer will have an equal right to require the sale of
the sellers remaining 49% stock position under the same performance  conditions.
NOW,  THEREFORE,  in  consideration of the mutual covenants and other agreements
contained in this Agreement NM and CG hereby agree as follows:

     1.  Stock  Purchase.  Subject  to  the  satisfaction  (or  waiver)  of  the
conditions  to  Closing  set  forth in this  Agreement,  NM shall  purchase  the
Logicorp  Shares for $1,100,000 in cash and a promissory note with 10% the first
year and 5% in the  second  year due August 3, 2006 in the  principal  amount of
$1,000,000 ("Promissory Note").

     2. Closing.  The closing of the sale of Logicorp Shares shall take place at
the offices of  Richardson & Patel LLP,  10900  Wilshire  Blvd.,  Suite 500, Los
Angeles,  California  (the  "Closing") at 10:00 a.m.,  California time (i) on or
before  August  3,  2004;  provided,  that all of the  conditions  set  forth in
Sections 5 and 6 and  applicable  to the Closing  shall have been  fulfilled  or
waived in accordance  herewith,  or (ii) at such other time and place or on such
date as NM and CG may agree upon (the "Closing Date").  Subject to the terms and
conditions of this  Agreement,  at the Closing,  NM shall deliver or cause to be
delivered to Logicorp (a) payment of $1.1 million in cash and (b) the Promissory
Note. At the Closing,  Logicorp  shall  deliver a certificate  registered in the
name of NM that  number  of  Logicorp  Shares  such  that  NM  holds  51% of the
outstanding common stock after the Closing.

     3.  Representations and Warranties of NM. NM hereby represents and warrants
to CG, as of the date  hereof and the Closing  Date  (except as set forth on the
Schedule of Exceptions attached hereto with each numbered Schedule corresponding
to the section number herein), as follows:

          (a)  Organization,  Good Standing and Power. NM is a corporation  duly
     incorporated,  validly  existing and in good standing under the laws of the
     State of Nevada and has the  requisite  corporate  power to own,  lease and
     operate its  properties and assets and to conduct its business as it is now
     being conducted. NM does not have any Subsidiaries or own securities of any
     kind in any other entity except as set forth on Schedule  3(a) hereto.  For
     the purposes of this  Agreement,  "Subsidiary"  of an entity shall mean any
     corporation  or other entity of which at least a majority of the securities
     or other ownership  interest  having  ordinary voting power  (absolutely or
     contingently)  for the election of directors  or other  persons  performing
     similar  functions  are at the time owned  directly or  indirectly  by such
     entity and/or any of its other Subsidiaries. NM and each such Subsidiary is
     duly  qualified  as a foreign  corporation  to do  business  and is in good
     standing  in  every  jurisdiction  in  which  the  nature  of the  business
     conducted or property owned by it makes such qualification necessary except
     for any jurisdiction(s) (alone or in the aggregate) in which the failure to


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     be so qualified will not have a Material  Adverse Effect.  For the purposes
     of this  Agreement,  "Material  Adverse  Effect"  means  any  effect on the
     business   (including  a  material  change  in   management),   results  of
     operations,  prospects,  properties,  assets  or  condition  (financial  or
     otherwise) of NM or CG (as the case may be) that is material and adverse to
     NM or CG, respectively, and its subsidiaries,  taken as a whole, and/or any
     condition,   circumstance,   factor  or   situation   (including,   without
     limitation, an investigation by the Securities and Exchange Commission (the
     "Commission")) that would prohibit or otherwise  materially  interfere with
     the ability of NM from entering into and performing any of its  obligations
     under the Transaction Documents (as defined below) in any material respect.

          (b) Authorization;  Enforcement.  NM has the requisite corporate power
     and authority to enter into and perform this Agreement and the Shareholders
     Agreement   by  and  among  NM  and  CG,  dated  as  of  the  date  hereof,
     substantially  in the form of Exhibit B attached hereto (the  "Shareholders
     Agreement" and, together with this Agreement,  the "Transaction Documents")
     and to issue and sell the NM Shares in  accordance  with the terms  hereof.
     The execution,  delivery and performance of the Transaction Documents by NM
     and the  consummation by it of the transactions  contemplated  thereby have
     been duly and validly  authorized by all necessary  corporate action,  and,
     except as set forth on Schedule 3(b), no further  consent or  authorization
     of NM, its Board of Directors or  stockholders  is required.  When executed
     and delivered by NM, each of the Transaction  Documents shall  constitute a
     valid and binding  obligation  of NM  enforceable  against NM in accordance
     with its terms,  except as such enforceability may be limited by applicable
     bankruptcy,  reorganization,   moratorium,  liquidation,   conservatorship,
     receivership  or similar  laws  relating  to, or  affecting  generally  the
     enforcement  of,  creditor's  rights  and  remedies  or by other  equitable
     principles of general application.

          (c) Capitalization. The authorized capital stock of NM as of August 3,
     2004 is set forth on Schedule 3(c) hereto. All of the outstanding shares of
     the Common  Stock and any other  outstanding  security of NM have been duly
     and validly  authorized.  Except as set forth in this  Agreement and as set
     forth on  Schedule  3(c)  hereto,  no shares  of Common  Stock or any other
     security of NM are entitled to preemptive rights or registration rights and
     there are no outstanding options,  warrants, scrip, rights to subscribe to,
     call or commitments of any character  whatsoever relating to, or securities
     or rights convertible into, any shares of capital stock of NM. Furthermore,
     except as set forth in this  Agreement  and as set forth on  Schedule  3(c)
     hereto,   there  are  no   contracts,   commitments,   understandings,   or
     arrangements by which NM is or may become bound to issue additional  shares
     of the capital  stock of NM or options,  securities  or rights  convertible
     into  shares  of  capital  stock  of  NM.  Except  for  customary  transfer
     restrictions  contained in  agreements  entered into by NM in order to sell
     restricted  securities or as provided on Schedule 3(c) hereto,  NM is not a
     party to or bound by any agreement or understanding  granting  registration
     or anti-dilution  rights to any person with respect to any of its equity or
     debt  securities.  Except as set forth on Schedule  3(c), NM is not a party
     to, and it has no knowledge of, any agreement or understanding  restricting
     the voting or transfer of any shares of the capital stock of NM.

          (d) Issuance of Securities.  The NM Shares to be issued at the Closing
     have been duly authorized by all necessary  corporate action and, when paid
     for and issued in accordance  with the terms hereof,  the NM Shares will be
     validly  issued,  fully  paid and  nonassessable  and free and clear of all
     liens, encumbrances and rights of refusal of any kind and the holders shall
     be entitled to all rights accorded to a holder of NM Common Stock.

          (e) No  Conflicts.  The  execution,  delivery and  performance  of the
     Transaction  Documents by NM and the consummation by NM of the transactions
     contemplated  hereby and  thereby,  and the issuance of the  Securities  as
     contemplated  hereby,  do not and will not (i) violate or conflict with any
     provision of NM's Articles of Incorporation (the "Articles") or Bylaws (the
     "Bylaws"),  each as amended to date, or any Subsidiary's comparable charter
     documents,  (ii) conflict  with, or constitute a default (or an event which
     with notice or lapse of time or both would become a default) under, or give
     to  others  any  rights  of   termination,   amendment,   acceleration   or
     cancellation of, any agreement,  mortgage, deed of trust, indenture,  note,
     bond, license, lease agreement, instrument or obligation to which NM or any


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     of its  Subsidiaries is a party or by which NM or any of its  Subsidiaries'
     respective  properties or assets are bound,  or (iii) result in a violation
     of any federal,  state, local or foreign statute, rule, regulation,  order,
     judgment  or  decree  (including  federal  and  state  securities  laws and
     regulations)  applicable to NM or any of its  Subsidiaries  or by which any
     property or asset of NM or any of its  Subsidiaries  are bound or affected,
     except,  in  all  cases,  for  such  conflicts,   defaults,   terminations,
     amendments,  acceleration,  cancellations  and  violations  as  would  not,
     individually  or in the  aggregate,  have a Material  Adverse Effect (other
     than  violations  pursuant to clauses (i) or (iii) (with respect to federal
     and state  securities  laws)).  Neither NM nor any of its  Subsidiaries  is
     required under federal,  state, foreign or local law, rule or regulation to
     obtain  any  consent,  authorization  or order  of,  or make any  filing or
     registration  with,  any  court or  governmental  agency in order for it to
     execute,  deliver or perform any of its  obligations  under the Transaction
     Documents or issue and sell the  Securities  in  accordance  with the terms
     hereof  (other  than any  filings,  consents  and  approvals  which  may be
     required to be made by NM under  applicable  state and  federal  securities
     laws, rules or regulations or any registration  provisions  provided in the
     Registration Rights Agreement).

          (f) Commission Documents, Financial Statements. The Common Stock of NM
     is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange
     Act of 1934, as amended (the "Exchange  Act"),  and NM has timely filed all
     reports,  schedules,  forms,  statements and other documents required to be
     filed by it with the Commission  pursuant to the reporting  requirements of
     the Exchange Act (all of the foregoing  including  filings  incorporated by
     reference therein being referred to herein as the "Commission  Documents").
     At the times of their  respective  filings,  the Form 10-QSB for the fiscal
     quarters  ended  March  31,  2004,  September  30,  2003 and June 30,  2003
     (collectively,  the "Form  10-QSB") and the Form 10-KSB for the fiscal year
     ended  December  31,  2003 (the "Form  10-KSB")  complied  in all  material
     respects  with the  requirements  of the  Exchange  Act and the  rules  and
     regulations  of the  Commission  promulgated  thereunder and other federal,
     state and local laws,  rules and regulations  applicable to such documents,
     and the Form 10-QSB and Form 10-KSB did not contain any untrue statement of
     a material  fact or omit to state a  material  fact  required  to be stated
     therein or necessary in order to make the statements  therein,  in light of
     the circumstances  under which they were made, not misleading.  As of their
     respective dates, the financial statements of NM included in the Commission
     Documents  complied as to form in all  material  respects  with  applicable
     accounting  requirements  and the published  rules and  regulations  of the
     Commission or other  applicable rules and regulations with respect thereto.
     Such financial  statements  have been prepared in accordance with generally
     accepted  accounting  principles  ("GAAP")  applied on a  consistent  basis
     during the periods  involved  (except (i) as may be otherwise  indicated in
     such  financial  statements  or the  Notes  thereto  or (ii) in the case of
     unaudited interim statements,  to the extent they may not include footnotes
     or may be  condensed  or summary  statements),  and  fairly  present in all
     material  respects the financial  position of NM and its Subsidiaries as of
     the dates  thereof  and the  results of  operations  and cash flows for the
     periods then ended (subject, in the case of unaudited statements, to normal
     year-end audit adjustments).

          (g) No Material  Adverse  Change.  Since December 31, 2003, NM has not
     experienced or suffered any Material Adverse Effect, except as disclosed on
     Schedule 3(g) hereto.

          (h) No Undisclosed  Liabilities.  Except as disclosed on Schedule 3(h)
     hereto, since December 31, 2003, neither NM nor any of its Subsidiaries has
     incurred any liabilities, obligations, claims or losses (whether liquidated
     or unliquidated,  secured or unsecured,  absolute,  accrued,  contingent or
     otherwise)  other than those incurred in the ordinary course of NM's or its
     Subsidiaries  respective  businesses  or  which,  individually  or  in  the
     aggregate, are not reasonably likely to have a Material Adverse Effect.

          (i) No Undisclosed  Events or Circumstances.  Since December 31, 2003,
     except as disclosed on Schedule 3(i) hereto,  no event or circumstance  has
     occurred  or  exists  with  respect  to NM or  its  Subsidiaries  or  their
     respective  businesses,  properties,  prospects,  operations  or  financial


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     condition, which, under applicable law, rule or regulation, requires public
     disclosure  or  announcement  by NM but  which  has not  been  so  publicly
     announced or disclosed.

          (j)  Indebtedness.  Schedule  3(j)  hereto  sets  forth as of the date
     hereof all  outstanding  secured and  unsecured  Indebtedness  of NM or any
     Subsidiary,  or for which NM or any  Subsidiary  has  commitments.  For the
     purposes of this Agreement,  "Indebtedness"  shall mean (a) any liabilities
     for borrowed money or amounts owed in excess of $300,000  (other than trade
     accounts  payable  incurred in the ordinary  course of  business),  (b) all
     guaranties,  endorsements  and other  contingent  obligations in respect of
     Indebtedness of others,  whether or not the same are or should be reflected
     in NM's  balance  sheet  (or  the  notes  thereto),  except  guaranties  by
     endorsement of negotiable  instruments for deposit or collection or similar
     transactions in the ordinary course of business;  and (c) the present value
     of any lease payments in excess of $25,000 due under leases  required to be
     capitalized  in accordance  with GAAP.  Neither NM nor any Subsidiary is in
     default with respect to any Indebtedness.

          (k)  Title to  Assets.  Each of NM and the  Subsidiaries  has good and
     valid  title to all of its  real and  personal  property  reflected  in the
     Commission Documents,  free and clear of any mortgages,  pledges,  charges,
     liens, security interests or other encumbrances, except for those indicated
     on Schedule 3(k) hereto or such that,  individually or in the aggregate, do
     not cause a Material Adverse Effect.  All said leases of NM and each of its
     Subsidiaries are valid and subsisting and in full force and effect.

          (l) Actions Pending.  There is no action, suit, claim,  investigation,
     arbitration,  alternate dispute  resolution  proceeding or other proceeding
     pending or, to the knowledge of NM, threatened against NM or any Subsidiary
     which  questions  the  validity  of  this  Agreement  or any  of the  other
     Transaction  Documents or any of the  transactions  contemplated  hereby or
     thereby  or any action  taken or to be taken  pursuant  hereto or  thereto.
     Except as set forth on  Schedule  3(l)  hereto,  there is no action,  suit,
     claim, investigation,  arbitration, alternate dispute resolution proceeding
     or other proceeding  pending or, to the knowledge of NM, threatened against
     or involving NM, any  Subsidiary or any of their  respective  properties or
     assets,  which  individually  or in  the  aggregate,  would  reasonably  be
     expected, if adversely determined, to have a Material Adverse Effect. There
     are no outstanding orders, judgments, injunctions, awards or decrees of any
     court,  arbitrator or  governmental  or  regulatory  body against NM or any
     Subsidiary  or any  officers  or  directors  of NM or  Subsidiary  in their
     capacities  as  such,  which  individually  or  in  the  aggregate,   could
     reasonably be expected to have a Material Adverse Effect.

          (m) Compliance with Law. The business of NM and the  Subsidiaries  has
     been and is presently  being  conducted in accordance  with all  applicable
     federal,  state  and  local  governmental  laws,  rules,   regulations  and
     ordinances,  except as set forth in the Commission Documents or on Schedule
     3(m)  hereto  or  such  that,   individually  or  in  the  aggregate,   the
     noncompliance therewith could not reasonably be expected to have a Material
     Adverse  Effect.  NM and  each of its  Subsidiaries  have  all  franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations  and approvals  necessary for the conduct of its business as
     now being  conducted by it unless the failure to possess  such  franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations and approvals,  individually or in the aggregate,  could not
     reasonably be expected to have a Material Adverse Effect.

          (n) Taxes. NM and each of the Subsidiaries has accurately prepared and
     filed all federal,  state and other tax returns required by law to be filed
     by it, has paid or made provisions for the payment of all taxes shown to be
     due and all additional  assessments,  and adequate provisions have been and
     are reflected in the financial  statements of NM and the  Subsidiaries  for
     all  current  taxes  and other  charges  to which NM or any  Subsidiary  is
     subject and which are not currently due and payable. Except as disclosed on


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     Schedule 3(n) hereto,  none of the federal  income tax returns of NM or any
     Subsidiary  have been audited by the Internal  Revenue  Service.  NM has no
     knowledge of any  additional  assessments,  adjustments  or contingent  tax
     liability  (whether  federal  or state) of any nature  whatsoever,  whether
     pending or threatened  against NM or any Subsidiary for any period,  nor of
     any basis for any such assessment, adjustment or contingency.

          (o) Certain Fees.  Except as set forth on Schedule 3(o) hereto, NM has
     not  employed  any  broker or  finder or  incurred  any  liability  for any
     brokerage or investment  banking fees,  commissions,  finders'  structuring
     fees,  financial advisory fees or other similar fees in connection with the
     Transaction Documents.

          (p) Disclosure. To the best of NM's knowledge,  neither this Agreement
     or  the  Schedules  hereto  nor  any  other   documents,   certificates  or
     instruments  furnished  to  the  Purchasers  by or on  behalf  of NM or any
     Subsidiary  in  connection  with  the  transactions  contemplated  by  this
     Agreement  contain any untrue statement of a material fact or omit to state
     a material fact  necessary in order to make the  statements  made herein or
     therein,  in the  light of the  circumstances  under  which  they were made
     herein or therein, not misleading.

          (q)  Operation  of  Business.  Except  as set forth on  Schedule  3(q)
     hereto, NM and each of the Subsidiaries owns or possesses the rights to all
     patents,  trademarks,  domain  names  (whether or not  registered)  and any
     patentable improvements or copyrightable derivative works thereof, websites
     and intellectual  property rights relating  thereto,  service marks,  trade
     names, copyrights,  licenses and authorizations which are necessary for the
     conduct of its  business as now  conducted  without any  conflict  with the
     rights of others.

          (r)  Environmental  Compliance.  NM and each of its Subsidiaries  have
     obtained all material  approvals,  authorization,  certificates,  consents,
     licenses,  orders  and  permits  or  other  similar  authorizations  of all
     governmental authorities, or from any other person, that are required under
     any Environmental Laws. "Environmental Laws" shall mean all applicable laws
     relating  to  the  protection  of  the   environment   including,   without
     limitation,   all   requirements   pertaining  to   reporting,   licensing,
     permitting,   controlling,    investigating   or   remediating   emissions,
     discharges,  releases  or  threatened  releases  of  hazardous  substances,
     chemical   substances,   pollutants,   contaminants  or  toxic  substances,
     materials or wastes,  whether solid,  liquid or gaseous in nature, into the
     air,  surface water,  groundwater or land, or relating to the  manufacture,
     processing,  distribution,  use, treatment, storage, disposal, transport or
     handling  of  hazardous   substances,   chemical  substances,   pollutants,
     contaminants or toxic substances, material or wastes, whether solid, liquid
     or gaseous in nature.  To the best of NM's knowledge,  NM has all necessary
     governmental  approvals  required under all Environmental Laws as necessary
     for NM's business or the business of any of its  subsidiaries.  To the best
     of NM's knowledge,  NM and each of its  subsidiaries are also in compliance
     with  all   other   limitations,   restrictions,   conditions,   standards,
     requirements,  schedules  and  timetables  required  or  imposed  under all
     Environmental  Laws. Except for such instances as would not individually or
     in the  aggregate  have a  Material  Adverse  Effect,  there are no past or
     present events, conditions, circumstances,  incidents, actions or omissions
     relating to or in any way affecting NM or its subsidiaries  that violate or
     may violate any  Environmental  Law after the Closing Date or that may give
     rise to any  environmental  liability,  or otherwise  form the basis of any
     claim, action,  demand, suit,  proceeding,  hearing, study or investigation
     (i)  under  any  Environmental  Law,  or (ii)  based on or  related  to the
     manufacture,  processing,  distribution, use, treatment, storage (including
     without  limitation  underground  storage  tanks),  disposal,  transport or
     handling, or the emission,  discharge, release or threatened release of any
     hazardous substance.

          (s) Books and Records;  Internal Accounting Controls.  The records and
     documents  of NM and its  Subsidiaries  accurately  reflect in all material
     respects  the   information   relating  to  the  business  of  NM  and  the
     Subsidiaries,  the location and collection of their assets,  and the nature


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     of all transactions  giving rise to the obligations or accounts  receivable
     of NM or any Subsidiary.  NM and each of its Subsidiaries maintain a system
     of internal accounting controls  sufficient,  in the judgment of NM's board
     of directors,  to provide  reasonable  assurance that (i)  transactions are
     executed   in   accordance   with   management's    general   or   specific
     authorizations,  (ii)  transactions  are  recorded as  necessary  to permit
     preparation of financial  statements in conformity with generally  accepted
     accounting principles and to maintain asset accountability, (iii) access to
     assets  is  permitted  only in  accordance  with  management's  general  or
     specific  authorization and (iv) the recorded  accountability for assets is
     compared with the existing  assets at reasonable  intervals and appropriate
     actions are taken with respect to any differences.

          (t) Material  Agreements.  Except for the Transaction  Documents (with
     respect to clause (i) only), as disclosed in the Commission Documents or as
     set forth on Schedule 3(t) hereto,  or as would not be reasonably likely to
     have a Material Adverse Effect,  (i) NM and each of its  Subsidiaries  have
     performed  all  obligations  required to be performed by them to date under
     any  written  or  oral   contract,   instrument,   agreement,   commitment,
     obligation,  plan or  arrangement,  filed or  required to be filed with the
     Commission  (the  "Material  Agreements"),  (ii)  neither NM nor any of its
     Subsidiaries  has  received  any  notice  of  default  under  any  Material
     Agreement and, (iii) to the best of NM's  knowledge,  neither NM nor any of
     its Subsidiaries is in default under any Material Agreement now in effect.

          (u) Transactions with Affiliates. Except as set forth on Schedule 3(u)
     hereto  and in the  Commission  Documents,  there  are  no  loans,  leases,
     agreements,   contracts,   royalty  agreements,   management  contracts  or
     arrangements  or  other  continuing   transactions   between  (a)  NM,  any
     Subsidiary  or any of their  respective  customers  or suppliers on the one
     hand,  and (b) on the other hand,  any  officer,  employee,  consultant  or
     director of NM, or any of its  Subsidiaries,  or any person owning at least
     5% of the  outstanding  capital stock of NM or any Subsidiary or any member
     of the immediate family of such officer, employee, consultant,  director or
     stockholder or any corporation or other entity  controlled by such officer,
     employee, consultant, director or stockholder, or a member of the immediate
     family of such  officer,  employee,  consultant,  director  or  stockholder
     which,  in  each  case,  is  required  to be  disclosed  in the  Commission
     Documents or in NM's most  recently  filed  definitive  proxy  statement on
     Schedule  14A, that is not so disclosed in the  Commission  Documents or in
     such proxy statement.

          (v)  Securities  Act  of  1933.   Based  in  material  part  upon  the
     representations  herein of the Purchasers,  NM has complied and will comply
     with all applicable  federal and state  securities  laws in connection with
     the offer,  issuance and sale of the Securities  hereunder.  Neither NM nor
     anyone  acting on its  behalf,  directly or  indirectly,  has or will sell,
     offer to sell or  solicit  offers to buy any of the  Securities  or similar
     securities to, or solicit  offers with respect  thereto from, or enter into
     any negotiations  relating  thereto with, any person,  or has taken or will
     take  any  action  so as to  bring  the  issuance  and  sale  of any of the
     Securities  under the  registration  provisions of the  Securities  Act and
     applicable state securities laws, and neither NM nor any of its affiliates,
     nor any person  acting on its or their  behalf,  has engaged in any form of
     general   solicitation  or  general  advertising  (within  the  meaning  of
     Regulation D under the Securities Act) in connection with the offer or sale
     of any of the Securities.

          (w)  Employees.  Neither  NM nor any  Subsidiary  has  any  collective
     bargaining arrangements or agreements covering any of its employees, except
     as set forth on Schedule 3(w) hereto.  Except as set forth on Schedule 3(x)
     hereto,  neither  NM  nor  any  Subsidiary  has  any  employment  contract,
     agreement regarding  proprietary  information,  non-competition  agreement,
     non-solicitation agreement, confidentiality agreement, or any other similar
     contract or  restrictive  covenant,  relating to the right of any  officer,


                                       6
<PAGE>


     employee or consultant  to be employed or engaged by NM or such  Subsidiary
     required  to be  disclosed  in  the  Commission  Documents  that  is not so
     disclosed. Since December 31, 2003, no officer,  consultant or key employee
     of NM or any Subsidiary whose  termination,  either  individually or in the
     aggregate,  would be reasonably  likely to have a Material  Adverse Effect,
     has  terminated  or, to the  knowledge of NM, has any present  intention of
     terminating his or her employment or engagement with NM or any Subsidiary.

          (x)  Absence of Certain  Developments.  Except as provided on Schedule
     3(x) hereto, since December 31, 2003, neither NM nor any Subsidiary has:

               (i)  discharged or satisfied any lien or encumbrance in excess of
          $250,000 or paid any obligation or liability  (absolute or contingent)
          in excess of  $250,000,  other than  current  liabilities  paid in the
          ordinary  course of business;
               (ii) sold,  assigned or transferred any other tangible assets, or
          canceled  any debts or  claims,  in each  case in excess of  $250,000,
          except in the ordinary course of business;
               (iii)  sold,   assigned  or   transferred   any  patent   rights,
          trademarks, trade names, copyrights, trade secrets or other intangible
          assets or intellectual property rights in excess of $250,000;
               (iv)  suffered  any  material  losses  or  waived  any  rights of
          material value, whether or not in the ordinary course of business,  or
          suffered the loss of any material amount of prospective business;
               (v) made any  changes  in  employee  compensation  except  in the
          ordinary course of business and consistent with past practices;
               (vi) suffered any material damage,  destruction or casualty loss,
          whether or not covered by insurance;
               (vii)  experienced any material problems with labor or management
          in connection with the terms and conditions of their employment; or
               (viii) entered into an agreement,  written or otherwise,  to take
          any of the foregoing actions.

          (y) ERISA.  No liability to the Pension Benefit  Guaranty  Corporation
     has been incurred with respect to any Plan by NM or any of its Subsidiaries
     which is or would be  materially  adverse to NM and its  Subsidiaries.  The
     execution  and delivery of this  Agreement and the issuance and sale of the
     Securities  will  not  involve  any  transaction  which is  subject  to the
     prohibitions of Section 406 of the Employee  Retirement Income Security Act
     of 1974, as amended  ("ERISA") or in  connection  with which a tax could be
     imposed  pursuant to Section 4975 of the Internal  Revenue Code of 1986, as
     amended,  provided that, if any of the Purchasers,  or any person or entity
     that owns a beneficial  interest in any of the Purchasers,  is an "employee
     pension  benefit  plan"  (within the meaning of Section 3(2) of ERISA) with
     respect to which NM is a "party in interest" (within the meaning of Section
     3(14) of ERISA),  the  requirements  of  Sections  407(d)(5)  and 408(e) of
     ERISA,  if  applicable,  are met. As used in this  Section  3(y),  the term
     "Plan" shall mean an "employee pension benefit plan" (as defined in Section
     3 of ERISA) which is or has been  established  or  maintained,  or to which
     contributions  are or have been  made,  by NM or any  Subsidiary  or by any
     trade or business, whether or not incorporated,  which, together with NM or
     any Subsidiary,  is under common control, as described in Section 414(b) or
     (c) of the Code.

          (z) Purchase for Its Own Account.  NM will acquire the Logicorp Shares
     as  principal  for its own account and not with a view to any  distribution
     thereof.  (aa)  Compliance  with  Securities Act. NM understands and agrees
     that the Logicorp Shares have not been registered under the 1933 Act or any
     applicable  state  securities  laws,  by  reason  of  their  issuance  in a
     transaction that does not require registration under the 1933 Act (based in
     part on the accuracy of the  representations and warranties of CG contained
     herein),  and  that  Logicorp  Shares  must be held  indefinitely  unless a
     subsequent  disposition is registered  under the 1933 Act or any applicable
     state  securities  laws or is exempt  from such  registration.  (bb) Shares
     Legend. The Logicorp Shares shall bear the following or similar legend:


                                       7
<PAGE>


        "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
        REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  THESE
        SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
        IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH
        SECURITIES  ACT  OR ANY  APPLICABLE  STATE  SECURITIES  LAW OR AN
        OPINION OF COUNSEL REASONABLY  SATISFACTORY TO LOGICORP THAT SUCH
        REGISTRATION IS NOT REQUIRED."

     4. Representations and Warranties of Logicorp.

          (a) Organization,  Good Standing and Power.  Logicorp is a corporation
     duly incorporated,  validly existing and in good standing under the laws of
     the Province of Alberta and has the requisite corporate power to own, lease
     and operate its  properties and assets and to conduct its business as it is
     now  being  conducted.  Logicorp  does  not have  any  Subsidiaries  or own
     securities  of any kind in any other entity except as set forth on Schedule
     4(a)  hereto.  Logicorp  and each such  Subsidiary  is duly  qualified as a
     foreign  corporation  to do  business  and is in  good  standing  in  every
     jurisdiction  in which the nature of the  business  conducted  or  property
     owned  by  it  makes   such   qualification   necessary   except   for  any
     jurisdiction(s)  (alone or in the  aggregate) in which the failure to be so
     qualified will not have a Material Adverse Effect.

          (b) Authorization;  Enforcement.  Logicorp has the requisite corporate
     power and authority to enter into and perform the Transaction Documents and
     to issue and sell the Logicorp  Shares in accordance with the terms hereof.
     The execution,  delivery and  performance of the  Transaction  Documents by
     Logicorp  and  the  consummation  by it of  the  transactions  contemplated
     thereby have been duly and validly  authorized by all  necessary  corporate
     action,  and,  except as set forth on Schedule 4(b), no further  consent or
     authorization  of  Logicorp,  its Board of  Directors  or  stockholders  is
     required.  When executed and delivered by Logicorp, each of the Transaction
     Documents  shall  constitute  a valid and  binding  obligation  of Logicorp
     enforceable  against Logicorp in accordance with its terms,  except as such
     enforceability  may be limited by  applicable  bankruptcy,  reorganization,
     moratorium,  liquidation,  conservatorship,  receivership  or similar  laws
     relating to, or affecting  generally the enforcement of,  creditor's rights
     and remedies or by other equitable principles of general application.

          (c)  Capitalization.  The  authorized  capital stock of Logicorp as of
     August 3, 2004 is set forth on Schedule 4(c) hereto. All of the outstanding
     shares of the Common Stock and any other  outstanding  security of Logicorp
     have  been  duly  and  validly  authorized.  Except  as set  forth  in this
     Agreement  and as set forth on Schedule  4(c)  hereto,  no shares of Common
     Stock or any other  security of Logicorp are entitled to preemptive  rights
     or  registration  rights and there are no  outstanding  options,  warrants,
     scrip,  rights  to  subscribe  to,  call or  commitments  of any  character
     whatsoever  relating to, or  securities  or rights  convertible  into,  any
     shares of capital  stock of Logicorp.  Furthermore,  except as set forth in
     this  Agreement  and as set forth on  Schedule  4(c)  hereto,  there are no
     contracts,  commitments,  understandings, or arrangements by which Logicorp
     is or may become bound to issue  additional  shares of the capital stock of
     Logicorp  or  options,  securities  or rights  convertible  into  shares of
     capital  stock of  Logicorp.  Except for  customary  transfer  restrictions
     contained  in  agreements  entered  into  by  Logicorp  in  order  to  sell
     restricted  securities or as provided on Schedule 4(c) hereto,  Logicorp is
     not a  party  to or  bound  by  any  agreement  or  understanding  granting
     registration or  anti-dilution  rights to any person with respect to any of
     its  equity  or debt  securities.  Except as set  forth on  Schedule  4(c),
     Logicorp is not a party to, and it has no  knowledge  of, any  agreement or
     understanding  restricting  the  voting or  transfer  of any  shares of the
     capital stock of Logicorp.

          (d) Issuance of  Securities.  The Logicorp  Shares to be issued at the
     Closing have been duly  authorized by all necessary  corporate  action and,
     when paid for and issued in accordance with the terms hereof,  the Logicorp
     Shares will be validly issued,  fully paid and  nonassessable  and free and
     clear of all liens,  encumbrances and rights of refusal of any kind and the
     holders  shall be entitled  to all rights  accorded to a holder of Logicorp
     Common Stock.


                                       8
<PAGE>


          (e) No  Conflicts.  The  execution,  delivery and  performance  of the
     Transaction  Documents by Logicorp and the  consummation by Logicorp of the
     transactions  contemplated  hereby and  thereby,  and the  transfer  of the
     Logicorp Shares as contemplated  hereby, do not and will not (i) violate or
     conflict with any provision of Logicorp's  Articles of  Incorporation  (the
     "Articles")  or Bylaws  (the  "Bylaws"),  each as amended  to date,  or any
     Subsidiary's   comparable  charter   documents,   (ii)  conflict  with,  or
     constitute  a default  (or an event  which with  notice or lapse of time or
     both  would  become a  default)  under,  or give to  others  any  rights of
     termination,  amendment,  acceleration or  cancellation  of, any agreement,
     mortgage, deed of trust,  indenture,  note, bond, license, lease agreement,
     instrument or obligation to which Logicorp or any of its  Subsidiaries is a
     party  or  by  which  Logicorp  or  any  of  its  Subsidiaries'  respective
     properties  or assets  are bound,  or (iii)  result in a  violation  of any
     federal, state, local or foreign statute, rule, regulation, order, judgment
     or decree  (including  federal and state  securities laws and  regulations)
     applicable to Logicorp or any of its  Subsidiaries or by which any property
     or asset of  Logicorp  or any of its  Subsidiaries  are bound or  affected,
     except,  in  all  cases,  for  such  conflicts,   defaults,   terminations,
     amendments,  acceleration,  cancellations  and  violations  as  would  not,
     individually  or in the  aggregate,  have a Material  Adverse Effect (other
     than  violations  pursuant to clauses (i) or (iii) (with respect to federal
     and state securities  laws)).  Neither Logicorp nor any of its Subsidiaries
     is required under federal,  state, foreign or local law, rule or regulation
     to obtain  any  consent,  authorization  or order of, or make any filing or
     registration  with,  any  court or  governmental  agency in order for it to
     execute,  deliver or perform any of its  obligations  under the Transaction
     Documents or issue and sell the  Securities  in  accordance  with the terms
     hereof  (other  than any  filings,  consents  and  approvals  which  may be
     required  to be  made  by  Logicorp  under  applicable  state  and  federal
     securities  laws,  rules  or  regulations  or any  registration  provisions
     provided in the Registration Rights Agreement).

          (f) No Undisclosed  Liabilities.  Except as disclosed on Schedule 4(f)
     hereto,   since  December  31,  2003,  neither  Logicorp  nor  any  of  its
     Subsidiaries  has incurred any liabilities,  obligations,  claims or losses
     (whether  liquidated  or  unliquidated,  secured  or  unsecured,  absolute,
     accrued, contingent or otherwise) other than those incurred in the ordinary
     course of Logicorp's or its  Subsidiaries  respective  businesses or which,
     individually  or in the  aggregate,  are not  reasonably  likely  to have a
     Material Adverse Effect.

          (g)  Indebtedness.  Schedule  4(g)  hereto  sets  forth as of the date
     hereof all  outstanding  secured and unsecured  Indebtedness of Logicorp or
     any  Subsidiary,  or for which Logicorp or any Subsidiary has  commitments.
     For the  purposes  of this  Agreement,  "Indebtedness"  shall  mean (a) any
     liabilities for borrowed money or amounts owed in excess of $300,000 (other
     than trade accounts  payable  incurred in the ordinary course of business),
     (b) all  guaranties,  endorsements  and  other  contingent  obligations  in
     respect of Indebtedness of others, whether or not the same are or should be
     reflected  in  Logicorp's  balance  sheet  (or the notes  thereto),  except
     guaranties  by  endorsement  of  negotiable   instruments  for  deposit  or
     collection or similar transactions in the ordinary course of business;  and
     (c) the present value of any lease  payments in excess of $25,000 due under
     leases required to be capitalized in accordance with GAAP. Neither Logicorp
     nor any Subsidiary is in default with respect to any Indebtedness.

          (h) Title to Assets.  Each of Logicorp and the  Subsidiaries  has good
     and valid title to all of its real and personal  property  reflected in the
     Commission Documents,  free and clear of any mortgages,  pledges,  charges,
     liens, security interests or other encumbrances, except for those indicated
     on Schedule 4(h) hereto or such that,  individually or in the aggregate, do
     not cause a Material  Adverse Effect.  All said leases of Logicorp and each
     of its Subsidiaries are valid and subsisting and in full force and effect.


                                       9
<PAGE>


          (i) Actions Pending.  There is no action, suit, claim,  investigation,
     arbitration,  alternate dispute  resolution  proceeding or other proceeding
     pending or, to the knowledge of Logicorp,  threatened  against  Logicorp or
     any Subsidiary which questions the validity of this Agreement or any of the
     other Transaction Documents or any of the transactions  contemplated hereby
     or thereby or any action taken or to be taken  pursuant  hereto or thereto.
     Except as set forth on  Schedule  4(i)  hereto,  there is no action,  suit,
     claim, investigation,  arbitration, alternate dispute resolution proceeding
     or other  proceeding  pending or, to the knowledge of Logicorp,  threatened
     against or involving  Logicorp,  any Subsidiary or any of their  respective
     properties  or  assets,  which  individually  or in  the  aggregate,  would
     reasonably be expected, if adversely determined, to have a Material Adverse
     Effect. There are no outstanding orders, judgments,  injunctions, awards or
     decrees of any court, arbitrator or governmental or regulatory body against
     Logicorp or any  Subsidiary  or any  officers or  directors  of Logicorp or
     Subsidiary  in their  capacities  as  such,  which  individually  or in the
     aggregate, could reasonably be expected to have a Material Adverse Effect.

          (j) Compliance with Law. The business of Logicorp and the Subsidiaries
     has been and is presently being conducted in accordance with all applicable
     federal,  state  and  local  governmental  laws,  rules,   regulations  and
     ordinances,  except as set forth in the Commission Documents or on Schedule
     4(j)  hereto  or  such  that,   individually  or  in  the  aggregate,   the
     noncompliance therewith could not reasonably be expected to have a Material
     Adverse Effect.  Logicorp and each of its Subsidiaries have all franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations  and approvals  necessary for the conduct of its business as
     now being  conducted by it unless the failure to possess  such  franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations and approvals,  individually or in the aggregate,  could not
     reasonably be expected to have a Material Adverse Effect.

          (k)  Taxes.  Logicorp  and  each of the  Subsidiaries  has  accurately
     prepared and filed all federal, state and other tax returns required by law
     to be filed by it, has paid or made provisions for the payment of all taxes
     shown to be due and all  additional  assessments,  and adequate  provisions
     have been and are reflected in the financial statements of Logicorp and the
     Subsidiaries  for all current taxes and other charges to which  Logicorp or
     any  Subsidiary  is subject and which are not  currently  due and  payable.
     Except as disclosed on Schedule 4(k) hereto, none of the federal income tax
     returns of Logicorp or any  Subsidiary  have been  audited by the  Internal
     Revenue Service.  Logicorp has no knowledge of any additional  assessments,
     adjustments or contingent tax liability  (whether  federal or state) of any
     nature  whatsoever,  whether pending or threatened  against Logicorp or any
     Subsidiary  for any  period,  nor of any  basis  for any  such  assessment,
     adjustment or contingency.

          (l)  Certain  Fees.  Except  as set  forth on  Schedule  4(l)  hereto,
     Logicorp has not  employed  any broker or finder or incurred any  liability
     for  any  brokerage  or  investment  banking  fees,  commissions,  finders'
     structuring  fees,  financial  advisory  fees  or  other  similar  fees  in
     connection with the Transaction Documents.

          (m)  Disclosure.  To the best of  Logicorp's  knowledge,  neither this
     Agreement or the Schedules hereto nor any other documents,  certificates or
     instruments  furnished to the Purchasers by or on behalf of Logicorp or any
     Subsidiary  in  connection  with  the  transactions  contemplated  by  this
     Agreement  contain any untrue statement of a material fact or omit to state
     a material fact  necessary in order to make the  statements  made herein or
     therein,  in the  light of the  circumstances  under  which  they were made
     herein or therein, not misleading.

          (n)  Operation  of  Business.  Except  as set forth on  Schedule  4(n)
     hereto,  Logicorp and each of the Subsidiaries owns or possesses the rights
     to all patents,  trademarks,  domain names (whether or not  registered) and
     any patentable  improvements  or  copyrightable  derivative  works thereof,


                                       10
<PAGE>


     websites and intellectual property rights relating thereto,  service marks,
     trade names,  copyrights,  licenses and authorizations  which are necessary
     for the conduct of its business as now conducted  without any conflict with
     the rights of others.

          (o)  Environmental  Compliance.  Logicorp and each of its Subsidiaries
     have  obtained  all  material   approvals,   authorization,   certificates,
     consents,  licenses,  orders and permits or other similar authorizations of
     all governmental  authorities,  or from any other person, that are required
     under  any  Environmental  Laws.   "Environmental   Laws"  shall  mean  all
     applicable  laws relating to the protection of the  environment  including,
     without limitation,  all requirements  pertaining to reporting,  licensing,
     permitting,   controlling,    investigating   or   remediating   emissions,
     discharges,  releases  or  threatened  releases  of  hazardous  substances,
     chemical   substances,   pollutants,   contaminants  or  toxic  substances,
     materials or wastes,  whether solid,  liquid or gaseous in nature, into the
     air,  surface water,  groundwater or land, or relating to the  manufacture,
     processing,  distribution,  use, treatment, storage, disposal, transport or
     handling  of  hazardous   substances,   chemical  substances,   pollutants,
     contaminants or toxic substances, material or wastes, whether solid, liquid
     or gaseous in nature. To the best of Logicorp's knowledge, Logicorp has all
     necessary  governmental  approvals required under all Environmental Laws as
     necessary  for   Logicorp's   business  or  the  business  of  any  of  its
     subsidiaries. To the best of Logicorp's knowledge, Logicorp and each of its
     subsidiaries   are  also  in   compliance   with  all  other   limitations,
     restrictions, conditions, standards, requirements, schedules and timetables
     required or imposed under all Environmental Laws. Except for such instances
     as would not  individually  or in the  aggregate  have a  Material  Adverse
     Effect,  there are no past or present  events,  conditions,  circumstances,
     incidents,  actions  or  omissions  relating  to or in  any  way  affecting
     Logicorp or its subsidiaries  that violate or may violate any Environmental
     Law  after  the  Closing  Date or that may give  rise to any  environmental
     liability,  or otherwise form the basis of any claim, action, demand, suit,
     proceeding,  hearing,  study or investigation  (i) under any  Environmental
     Law,  or  (ii)  based  on  or  related  to  the  manufacture,   processing,
     distribution,   use,  treatment,   storage  (including  without  limitation
     underground  storage  tanks),  disposal,  transport  or  handling,  or  the
     emission,  discharge,  release  or  threatened  release  of  any  hazardous
     substance.

          (p) Books and Records;  Internal Accounting Controls.  The records and
     documents  of  Logicorp  and its  Subsidiaries  accurately  reflect  in all
     material respects the information  relating to the business of Logicorp and
     the  Subsidiaries,  the location and  collection of their  assets,  and the
     nature of all  transactions  giving  rise to the  obligations  or  accounts
     receivable  of  Logicorp  or  any  Subsidiary.  Logicorp  and  each  of its
     Subsidiaries  maintain a system of internal accounting controls sufficient,
     in the judgment of the Logicorp board of directors,  to provide  reasonable
     assurance   that  (i)   transactions   are  executed  in  accordance   with
     management's  general or specific  authorizations,  (ii)  transactions  are
     recorded as necessary to permit  preparation  of  financial  statements  in
     conformity with generally  accepted  accounting  principles and to maintain
     asset  accountability,   (iii)  access  to  assets  is  permitted  only  in
     accordance with management's general or specific authorization and (iv) the
     recorded  accountability for assets is compared with the existing assets at
     reasonable  intervals and appropriate actions are taken with respect to any
     differences.

          (q) Material  Agreements.  Except for the Transaction  Documents (with
     respect to clause (i) only), as disclosed in the Commission Documents or as
     set forth on Schedule 4(q) hereto,  or as would not be reasonably likely to
     have a Material  Adverse Effect,  (i) Logicorp and each of its Subsidiaries
     have  performed  all  obligations  required to be performed by them to date
     under any  written or oral  contract,  instrument,  agreement,  commitment,


                                       11
<PAGE>


     obligation,  plan or  arrangement,  filed or  required to be filed with the
     Commission (the "Material  Agreements"),  (ii) neither  Logicorp nor any of
     its  Subsidiaries  has  received  any notice of default  under any Material
     Agreement and, (iii) to the best of Logicorp's knowledge,  neither Logicorp
     nor any of its Subsidiaries is in default under any Material  Agreement now
     in effect.

          (r) Transactions with Affiliates. Except as set forth on Schedule 4(r)
     hereto  and in the  Commission  Documents,  there  are  no  loans,  leases,
     agreements,   contracts,   royalty  agreements,   management  contracts  or
     arrangements or other  continuing  transactions  between (a) Logicorp,  any
     Subsidiary  or any of their  respective  customers  or suppliers on the one
     hand,  and (b) on the other hand,  any  officer,  employee,  consultant  or
     director of Logicorp,  or any of its Subsidiaries,  or any person owning at
     least 5% of the outstanding  capital stock of Logicorp or any Subsidiary or
     any member of the immediate family of such officer,  employee,  consultant,
     director or  stockholder or any  corporation or other entity  controlled by
     such officer, employee, consultant, director or stockholder, or a member of
     the immediate  family of such officer,  employee,  consultant,  director or
     stockholder  which,  in each  case,  is  required  to be  disclosed  in the
     Commission  Documents or in Logicorp's most recently filed definitive proxy
     statement  on Schedule  14A,  that is not so  disclosed  in the  Commission
     Documents or in such proxy statement.

          (s) Employees.  Neither Logicorp nor any Subsidiary has any collective
     bargaining arrangements or agreements covering any of its employees, except
     as set forth on Schedule 4(s) hereto.  Except as set forth on Schedule 4(s)
     hereto,  neither  Logicorp nor any Subsidiary has any employment  contract,
     agreement regarding  proprietary  information,  non-competition  agreement,
     non-solicitation agreement, confidentiality agreement, or any other similar
     contract or  restrictive  covenant,  relating to the right of any  officer,
     employee  or  consultant  to be  employed  or engaged by  Logicorp  or such
     Subsidiary required to be disclosed in the Commission Documents that is not
     so  disclosed.  Since  December 31,  2003,  no officer,  consultant  or key
     employee  of  Logicorp  or  any  Subsidiary   whose   termination,   either
     individually  or in the  aggregate,  would be  reasonably  likely to have a
     Material  Adverse Effect,  has terminated or, to the knowledge of Logicorp,
     has  any  present  intention  of  terminating  his  or  her  employment  or
     engagement with Logicorp or any Subsidiary.

          (t)  Absence of Certain  Developments.  Except as provided on Schedule
     4(u) hereto,  since December 31, 2003,  neither Logicorp nor any Subsidiary
     has:

               (i)  discharged or satisfied any lien or encumbrance in excess of
          $250,000 or paid any obligation or liability  (absolute or contingent)
          in excess of  $250,000,  other than  current  liabilities  paid in the
          ordinary course of business;
               (ii) sold,  assigned or transferred any other tangible assets, or
          canceled  any debts or  claims,  in each  case in excess of  $250,000,
          except in the ordinary course of business;
               (iii)  sold,   assigned  or   transferred   any  patent   rights,
          trademarks, trade names, copyrights, trade secrets or other intangible
          assets or intellectual property rights in excess of $250,000;
               (iv)  suffered  any  material  losses  or  waived  any  rights of
          material value, whether or not in the ordinary course of business,  or
          suffered the loss of any material amount of prospective business;
               (v) made any  changes  in  employee  compensation  except  in the
          ordinary course of business and consistent with past practices;
               (vi) suffered any material damage,  destruction or casualty loss,
          whether or not covered by insurance;
               (vii)  experienced any material problems with labor or management
          in connection with the terms and conditions of their employment; or
               (viii) entered into an agreement,  written or otherwise,  to take
          any of the foregoing actions.

     6. Logicorp  Closing  Conditions.  The obligation  hereunder of Logicorp to
transfer the Logicorp  Shares and consummate the  transactions  contemplated  by
this  Agreement  is subject  to the  satisfaction  or  waiver,  at or before the


                                       12
<PAGE>


Closing,  of each of the  conditions set forth below.  These  conditions are for
CG's sole benefit and may be waived by the  Purchasers at any time in their sole
discretion.

          (a) Accuracy of the NM  Representations  and  Warranties.  Each of the
     representations  and warranties of NM in this  Agreement  shall be true and
     correct  in all  material  respects  as of the  Closing  Date,  except  for
     representations  and warranties that speak as of a particular  date,  which
     shall be true and correct in all material respects as of such date.

          (b) Performance by NM. NM shall have performed, satisfied and complied
     in all material  respects with all  covenants,  agreements  and  conditions
     required by this  Agreement to be performed,  satisfied or complied with by
     NM at or prior to the Closing Date.

          (c) No Suspension,  Etc. Trading in the NM Common Stock shall not have
     been  suspended by the Commission or the OTC Bulletin Board (except for any
     suspension of trading of limited duration agreed to by NM, which suspension
     shall be terminated  prior to the  Closing),  and, at any time prior to the
     Closing  Date,  trading in  securities  generally  as reported by Bloomberg
     Financial Markets  ("Bloomberg")  shall not have been suspended or limited,
     or minimum  prices  shall not have been  established  on  securities  whose
     trades are reported by Bloomberg,  or on the New York Stock  Exchange,  nor
     shall a banking  moratorium  have been declared either by the United States
     or New York State authorities.

          (d) No Injunction.  No statute,  rule,  regulation,  executive  order,
     decree, ruling or injunction shall have been enacted, entered,  promulgated
     or  endorsed  by  any  court  or   governmental   authority   of  competent
     jurisdiction  which prohibits the  consummation of any of the  transactions
     contemplated by this Agreement.

          (e) No Proceedings or Litigation. No action, suit or proceeding before
     any arbitrator or any governmental authority shall have been commenced, and
     no investigation by any governmental  authority shall have been threatened,
     against  NM or  any  Subsidiary,  or  any of  the  officers,  directors  or
     affiliates of NM or any Subsidiary  seeking to restrain,  prevent or change
     the  transactions  contemplated  by this  Agreement,  or seeking damages in
     connection with such transactions.

          (f) Working Capital Contribution. At or prior to the Closing, NM shall
     have delivered $1.1 million to Logicorp for working capital purposes.

          (h)  Secretary's  Certificate.   NM  shall  have  delivered  to  CG  a
     secretary's  certificate,  dated  as of the  Closing  Date,  as to (i)  the
     resolutions  adopted by the Board of Directors  approving the  transactions
     contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect
     at the Closing, and (iv) the authority and incumbency of the officers of NM
     executing the Transaction  Documents and any other documents required to be
     executed or delivered in connection therewith.

          (i)  Officer's  Certificate.  On  the  Closing  Date,  NM  shall  have
     delivered CG a certificate  signed by an executive officer on behalf of NM,
     dated  as  of  the  Closing   Date,   confirming   the   accuracy  of  NM's
     representations,  warranties  and  covenants  as of the  Closing  Date  and
     confirming the compliance by NM with the conditions  precedent set forth in
     paragraphs (b) and (c) of this Section 6.

          (j) Material  Adverse  Effect.  No Material  Adverse Effect shall have
     occurred at or before the Closing Date.

          (k) Ancillary Agreements.  On the Closing Date, NM shall have executed
     and delivered the Shareholders Agreement and Earnout Agreement to CG.

     7. NM  Closing  Conditions.

          (a)  [Litigation  Release.  Each of [the two Logicorp  founders] shall
     have released Logicorp from any past liability resulting from such person's


                                       13
<PAGE>


     employment at  Logicorp.] CG will provide an indemnity  with respect to the
     third  shareholder,   Fred  Johanneson  and  the  ongoing  lawsuit  between
     Logicorp/GC vs. Fred Johansenn,  Fred Johannseen  family trust,  __________
     Johannesen,  (Fred's  Wife).  Any  settlement and costs in favor or against
     Logicorp  and or CG with  respect  to this  matter  will be the  benefit or
     liability of CG. More input from CG's litigation counsel on this matter]

          (b) Accuracy of the Logicorp  Representations and Warranties.  Each of
     the  representations  and warranties of Logicorp in this Agreement shall be
     true and correct in all material  respects as of the Closing  Date,  except
     for  representations  and  warranties  that speak as of a particular  date,
     which shall be true and correct in all material respects as of such date.

          (c) Performance by Logicorp. Logicorp shall have performed,  satisfied
     and complied in all material  respects with all  covenants,  agreements and
     conditions  required  by  this  Agreement  to be  performed,  satisfied  or
     complied with by Logicorp at or prior to the Closing Date.

          (d) No Injunction.  No statute,  rule,  regulation,  executive  order,
     decree, ruling or injunction shall have been enacted, entered,  promulgated
     or  endorsed  by  any  court  or   governmental   authority   of  competent
     jurisdiction  which prohibits the  consummation of any of the  transactions
     contemplated by this Agreement.

          (e) No Proceedings or Litigation. No action, suit or proceeding before
     any arbitrator or any governmental authority shall have been commenced, and
     no investigation by any governmental  authority shall have been threatened,
     against  Logicorp or any Subsidiary,  or any of the officers,  directors or
     affiliates of Logicorp or any  Subsidiary  seeking to restrain,  prevent or
     change the transactions  contemplated by this Agreement, or seeking damages
     in connection with such transactions.

          (f) Stock Certificate  Delivery. At or prior to the Closing, or within
     30 days Logicorp shall have delivered to NM a certificate  representing the
     Logicorp Shares.

          (g)  Secretary's  Certificate.  Logicorp  shall have delivered to NM a
     secretary's  certificate,  dated  as of the  Closing  Date,  as to (i)  the
     resolutions  adopted by the Board of Directors  approving the  transactions
     contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect
     at the Closing,  and (iv) the authority  and  incumbency of the officers of
     Logicorp  executing  the  Transaction  Documents  and any  other  documents
     required to be executed or delivered in connection therewith.

          (h) Officer's  Certificate.  On the Closing Date,  Logicorp shall have
     delivered NM a certificate  signed by an executive officer on behalf of NM,
     dated  as of the  Closing  Date,  confirming  the  accuracy  of  Logicorp's
     representations,  warranties  and  covenants  as of the  Closing  Date  and
     confirming  the  compliance by Logicorp with the  conditions  precedent set
     forth in paragraphs (b) and (c) of this Section 7 as of the Closing Date.

          (i) Material  Adverse  Effect.  No Material  Adverse Effect shall have
     occurred at or before the Closing Date.

          (j) Ancillary Agreements.  On the Closing Date, CG shall have executed
     and delivered the Shareholders Agreement and Earnout Agreement to NM.

     8. NM Covenants. NM covenants and agrees with CG as follows:

          (a) Reporting Requirements.  From the date of this Agreement and until
     two (2) years after the Closing Date, NM will (v) cause its Common Stock to
     continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (x)
     comply in all respects with its reporting and filing  obligations under the
     1934 Act, (y) comply with all reporting requirements that are applicable to
     an issuer with a class of shares  registered  pursuant to Section  12(b) or


                                       14
<PAGE>


     12(g) of the 1934 Act, as applicable,  and (z) comply with all requirements
     related to any registration statement filed pursuant to this Agreement.  NM
     will  use its best  efforts  not to take any  action  or file any  document
     (whether  or not  permitted  by the 1933  Act or the 1934 Act or the  rules
     thereunder)  to terminate or suspend such  registration  or to terminate or
     suspend its reporting and filing  obligations under said acts until two (2)
     years after the Closing Date.

          (b) Shareholders  Agreement.  NM agrees that until all amounts due and
     payable under the  Promissory  Note have been paid,  and while any existing
     personal  guarantees  remain in place with  respect to any  banking  and or
     supplier  debts of Logicorp,  NM shall vote all of its  Logicorp  Shares in
     accordance  with a  Shareholders  Agreement  entered into as of the Closing
     Date  between  CG and NM in which  NM  agrees  to vote all of its  Logicorp
     shares to elect the directors and appoint the officers  nominated by CG and
     to approve any action proposed by Logicorp  directors except for any action
     (i) involving a merger of Logicorp with a third party or any sale of all or
     substantially  all of  Logicorp's  assets  or  (ii)  which  materially  and
     adversely affects NM in a  disproportionate  manner from other shareholders
     (i.e.,  in  a  disproportionate  manner  caused  by  something  other  than
     ownership of approximately 51% of the outstanding shares of Logicorp).

     9. CG Covenants.

          (a)  Banking  and  Supplier  Relationships.  NM agrees  that until all
     amounts due and payable under the Promissory Note have been paid, and while
     any  existing  personal  guarantees  remain in place  with  respect  to any
     banking  and or  supplier  debts  of  Logicorp,  CG  shall  cause  Logicorp
     management  maintain  all banking and supplier  relationships  and CG shall
     maintain any corporate guarantees regarding any Logicorp debt and shall use
     its best efforts to cause existing personal guarantees to remain in effect.

     10. Indemnification. Each party ("Indemnifying Party") agrees to indemnify,
hold harmless, reimburse and defend the other party and its officers, directors,
agents,  affiliates,  control persons, and principal shareholders  ("Indemnified
Persons"),  against any claim, cost,  expense,  liability,  obligation,  loss or
damage (including  reasonable legal fees) of any nature,  incurred by or imposed
upon the  Indemnified  Person which results,  arises out of or is based upon (i)
any  material  misrepresentation  by the  Indemnifying  Party or  breach  of any
warranty by Indemnifying Party in this Agreement or in any Exhibits or Schedules
attached hereto, or other agreement delivered pursuant hereto; or (ii) after any
applicable  notice and/or cure periods,  any breach or default in performance by
the  Indemnifying  Party of any  covenant  or  undertaking  to be  performed  by
Indemnifying   Party  hereunder,   or  any  other  agreement   entered  into  by
Indemnifying Party and Indemnified Person relating hereto.

     11.  Rights  upon  Default.  NM  agrees  that  upon  failure  to repay  the
Promissory  Note  when due and  payable,  Logicorp  may  redeem  or CG may cause
Logicorp to redeem the % back of the company  which is  equivalent to the amount
of the  outstanding  promissory  note.  For  example if none of the one  million
dollar note is paid then NM will  surrender back to CG 25% of the total Logicorp
company and its  subsidiaries,  if five hundred thousand of the note is not paid
the NM  will  surrender  back  12.5%  of the  total  Logicorp  company  and  its
subsidiaries.

     12. Miscellaneous.

          (a) Notices. All notices, demands, requests, consents,  approvals, and
     other  communications  required or permitted  hereunder shall be in writing
     and, unless otherwise  specified  herein,  shall be (i) personally  served,
     (ii)  deposited  in the  mail,  registered  or  certified,  return  receipt
     requested,  postage  prepaid,  (iii)  delivered  by  reputable  air courier
     service  with  charges  prepaid,  or (iv)  transmitted  by  hand  delivery,
     telegram,  or  facsimile,  addressed  as set forth  below or to such  other
     address as such party shall have specified most recently by written notice.


                                       15
<PAGE>


     Any  notice  or  other  communication  required  or  permitted  to be given
     hereunder  shall be deemed  effective (a) upon hand delivery or delivery by
     facsimile,   with  accurate  confirmation  generated  by  the  transmitting
     facsimile machine,  at the address or number designated below (if delivered
     on a business day during normal  business  hours where such notice is to be
     received),  or the first business day following such delivery (if delivered
     other than on a business day during normal business hours where such notice
     is to be received) or (b) on the second  business day following the date of
     mailing  by express  courier  service,  fully  prepaid,  addressed  to such
     address,  or upon actual  receipt of such  mailing,  whichever  shall first
     occur. The addresses for such communications shall be:

          if to NM to: NewMarkets Technology, Inc.

                               14860 Montfort Drive, Suite 210
                               Dallas, Texas 75254
                               Attention:Chief Executive Officer
                               telecopier: (____) _________

          with a copy by telecopier only to:



          if to CG or Logicorp to:

                               Chell Group Corporation
                               123 2340 Pegasus Way NE
                               Calgary AB, T2E 8M5
                               Attention: Chief Executive Officer
                               telecopier: (____) __________

          with an additional copy by telecopier only to:

                               Richardson & Patel LLP
                               10900 Wilshire Boulevard, Suite 500
                               Los Angeles, CA 90024
                               Attn : Ryan S. Hong, Esq.,
                               telecopier: (310) 208-1154,



          (c) Entire Agreement;  Assignment.  This Agreement and other documents
     delivered in connection herewith represent the entire agreement between the
     parties hereto with respect to the subject matter hereof and may be amended
     only by a writing  executed by both parties.  Neither NM nor CG have relied
     on any  representations  not contained or referred to in this Agreement and
     the documents  delivered  herewith.  No right or obligation of either party
     shall be assigned  by that party  without  prior  notice to and the written
     consent of the other party.

          (d)  Counterparts/Execution.  This  Agreement  may be  executed in any
     number of counterparts and by the different  signatories hereto on separate
     counterparts, each of which, when so executed, shall be deemed an original,
     but all such counterparts shall constitute but one and the same instrument.
     This  Agreement  may be executed by facsimile  signature  and  delivered by
     facsimile transmission.

          (e) Law Governing this Agreement.  This Agreement shall be governed by
     and construed in accordance  with the laws of the State of New York without
     regard to  principles  of conflicts of laws.  Any action  brought by either
     party against the other  concerning the  transactions  contemplated by this
     Agreement  shall be brought  only in the state courts of New York or in the
     federal  courts  located  in the state of New  York.  THE  PARTIES  AND THE
     INDIVIDUALS  EXECUTING  THIS  AGREEMENT  AND OTHER  AGREEMENTS  REFERRED TO
     HEREIN OR DELIVERED IN  CONNECTION  HEREWITH ON BEHALF OF THE COMPANY AGREE
     TO SUBMIT TO THE  JURISDICTION  OF SUCH COURTS AND WAIVE TRIAL BY JURY. The
     prevailing  party  shall be  entitled  to recover  from the other party its


                                       16
<PAGE>


     reasonable  attorney's  fees and costs.  In the event that any provision of
     this Agreement or any other agreement  delivered in connection  herewith is
     invalid or unenforceable  under any applicable statute or rule of law, then
     such  provision  shall be  deemed  inoperative  to the  extent  that it may
     conflict  therewith  and  shall be deemed  modified  to  conform  with such
     statute  or rule of law.  Any such  provision  which may prove  invalid  or
     unenforceable under any law shall not affect the validity or enforceability
     of any other provision of any agreement.

          (f)  Specific  Enforcement,   Consent  to  Jurisdiction.   NM  and  CG
     acknowledge and agree that irreparable damage would occur in the event that
     any of the  provisions of this  Agreement  were not performed in accordance
     with their  specific terms or were  otherwise  breached.  It is accordingly
     agreed that the parties shall be entitled to an  injunction or  injunctions
     to prevent or cure  breaches of the  provisions  of this  Agreement  and to
     enforce  specifically  the  terms  and  provisions  hereof,  this  being in
     addition to any other remedy to which any of them may be entitled by law or
     equity.  Subject to Section 12(e)  hereof,  each of NM, CG and any signator
     hereto in his personal capacity hereby waives,  and agrees not to assert in
     any such suit,  action or  proceeding,  any claim that it is not personally
     subject  to the  jurisdiction  in New York of such  court,  that the  suit,
     action or proceeding is brought in an inconvenient  forum or that the venue
     of the suit,  action or  proceeding  is  improper.  Nothing in this Section
     shall  affect  or limit  any right to serve  process  in any  other  manner
     permitted by law.

          (g) Equitable Adjustment.  The Logicorp Shares and the purchase prices
     thereof  shall be equitably  adjusted to offset the effect of stock splits,
     stock  dividends,  and  distributions of property or equity interests of NM
     and CG to its shareholders.

          (h)  Denomination.  All  references to dollar or money amounts in this
     Agreement shall refer to dollars of the United States of America.
















                      [THIS SPACE INTENTIONALLY LEFT BLANK]








                                       17
<PAGE>





                   SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


     Please   acknowledge  your  acceptance  of  the  foregoing  Stock  Purchase
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.


CG:

                         CHELL GROUP CORPORATION
                         a New York corporation



                         By:/s/ Dave Bolin
                           -------------------------------------
                                  Name: Dave Bolink
                                  Title: Chief Executive Officer



Logicorp:

                         LOGICORP DATA SYSTEMS, LTD.
                         an Alberta corporation



                         By:/s/ Dave Bolin
                           -------------------------------------
                                  Name: Dave Bolink
                                  Title: Chief Executive Officer

                         NM:

                         NEWMARKET TECHNOLOGY, INC.
                         a Nevada corporation



                         By:/s/Philip Verges
                           -------------------------------------
                                  Name: Philip Verges
                                  Title: Chief Executive Officer






                                       18





</TEXT>
</DOCUMENT>
