RED CARPET DIRECT INC
SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>d25998_ex10.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>


 EXHIBIT A

                          SECURITIES PURCHASE AGREEMENT

                                  by and among

                             RED CARPET DIRECT, INC.

                                       and

                              SKY E-COM CORPORATION

                                       and

                      STOCKHOLDERS OF SKY E-COM CORPORATION







<PAGE>
                          SECURITIES PURCHASE AGREEMENT

     AGREEMENT (this "Agreement") is dated as of May 15, 2001 by and between Red
Carpet Direct, Inc., a Nevada corporation ("Red Carpet"), Sky E-Com Corporation,
a California  corporation ("Sky E-Com"), and the stockholders of Sky E-Com whose
names and security holdings are listed on Schedule A ("Sky E-Com Stockholders").

     WHEREAS,  Sky  E-Com is a  private  corporation  which is  involved  in the
development,   manufacturing  and  distribution  of  an  information,  shopping,
entertainment  and Internet  tablet for  scheduled  airlines,  ferries,  trains,
rental cars, offshore oil drilling platforms and similar venues; and

     WHEREAS, the registration statement  ("Registration  Statement") containing
business and  financial  information  concerning  Red Carpet is available on the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") maintained by
the United States Securities and Exchange Commission ("Commission") on its World
Wide Web site, www.sec.gov; and

     WHEREAS,  Red Carpet is a reporting company under the rules and regulations
of the Securities and Exchange Commission; and

     WHEREAS,  the  stockholders  of Sky E-Com  ("Sky E-Com  Stockholders")  own
7,854,400 shares of its common stock ("Sky E-Com Shares") as of the date of this
Agreement;  and no other classes of capital stock nor any securities convertible
into common stock are issued and outstanding; and

     WHEREAS,  Red Carpet  desires to acquire all the capital stock of Sky E-Com
and Sky E-Com  desires to sell to Red Carpet all of its capital stock subject to
the terms and conditions hereinafter set forth in this Agreement; and

     NOW THEREFORE, in consideration of the premises and the covenants set forth
herein, the parties hereto (the "Parties" and,  individually,  a "Party") hereby
agree as follows:

                                    ARTICLE 1

              PURCHASE AND SALE OF SECURITIES - FACILITIES PROVIDED

1.01     Purchase and Sale.

          (a)  Subject  to the  terms  and  conditions  of this  Agreement,  Red
               Carpet,  Sky E-Com and the Sky E-Com Stockholders will accomplish
               the following transactions:

               (i)  Red Carpet  will issue,  from its  authorized  but  unissued
                    shares of common  stock,  2,000,000  Red Carpet Shares to be
                    distributed  proportionally  to the Sky E-Com  Stockholders;
                    such Red Carpet Shares will vest as follows:

                    A.   1,000,000 shares immediately;

                    B.   250,000  shares upon the  entering  into a contract for
                         the sale of Sky E-Com tablets;

                    C.   250,000  shares  upon the  delivery  of  product to the
                         customer;

                    D.   250,000  shares  upon  the  receipt  of  $1,000,000  of
                         revenues; and

                    E.   250,000  shares  upon  the  receipt  of  $5,000,000  of
                         revenue.

                                       2
<PAGE>


     Items B through E above must be accomplished  within five years of the date
of the Agreement

(ii)     Sky E-Com  Stockholders will transfer all their Sky E-Com Shares to Red
         Carpet;

(iii)    Red Carpet will file a Form 8-K with the Commission  containing,  inter
         alia, a  description  of the business of Sky E-Com,  audited  financial
         statements  (and  unaudited  quarterly  financial  statements)  of  Red
         Carpet, as required, and Sky E-Com and consolidated pro-forma financial
         statements of Red Carpet and Sky E-Com;

(iv)     upon the  execution of this  Agreement,  the present  management of Red
         Carpet  will  call a  meeting  of the  board of  directors  and at such
         meeting nominate and elect Mark Wheeler to its board of directors.  Red
         Carpet  will  also  accept a letter  of  resignation  from the board of
         directors of Red Carpet from Barry Blum; and

(v)      the  management  of Red  Carpet  will use its best  efforts to secure a
         listing  of the Red  Carpet  Shares  on the  Over-the-Counter  Bulletin
         Board.

1.02     Bonus Options.  It is understood that Red Carpet will establish a bonus
         compensation  plan within a reasonable  period of time and that it will
         immediately  issue  to  employees  and  consultants  of Sky  E-com,  an
         aggregate of 1,000,000 stock options exercisable at $1.50 per share for
         a period of five years from the date of issuance.

1.03     Exemption from Registration.  Certificates  representing the Red Carpet
         Shares issued to Sky E-Com Stockholders shall bear a restrictive legend
         setting  forth that the Red Carpet  Shares were issued in a transaction
         exempt from  registration  under the Securities Act of 1933, as amended
         (the "Securities Act") and may not be transferred unless pursuant to an
         effective  registration  statement  filed with the SEC or an  exemption
         therefrom.

                                    ARTICLE 2

                                     CLOSING

2.01     The  Closing.  The  closing of the  transactions  contemplated  by this
         Agreement (the "Closing") shall take place at the offices of Red Carpet
         or at another place mutually agreed upon by the Parties.  The "Closing"
         shall mean the  deliveries  to be made by the Parties at the Closing in
         accordance with this Agreement.

2.02     Deliveries by Sky E-Com. At the Closing, Sky E-Com shall deliver to Red
         Carpet Share certificates purchased by Red Carpet pursuant to paragraph
         1.01(a). If not previously  delivered,  Sky E-Com shall also deliver to
         Red Carpet at the  Closing  all  documents  the  delivery  of which are
         contemplated by this Agreement.

                                       3
<PAGE>

2.03     Deliveries  by Red Carpet.  At the Closing,  Red Carpet  shall  deliver
         certificates  representing  2,000,000 of its authorized by unissued Red
         Carpet Shares.  The certificates shall be legended to restrict transfer
         in the absence of an effective  registration  statement  filed with the
         Commission  an  exemption  from  such   registration  and  certificates
         representing  1,000,000  shares  shall  be  legended  to  refer to this
         Agreement.

2.04     Further  Assurances.  Prior, at or after the Closing,  each Party shall
         prepare,  execute, and deliver, such further instruments of conveyance,
         sale, assignment, or transfer, and shall take or cause to be taken such
         other or further action,  as any Party shall reasonably  request of any
         other Party at any time or from time to time in order to consummate, in
         any other manner, the terms and provisions of this Agreement, including
         opinions of counsel for each Party relating to the  representations and
         warranties set forth in this Agreement.

                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF SKY E-COM

     In this Agreement,  any reference to any event, change, condition or effect
being  "material"  with  respect  to any entity or group of  entities  means any
material event, change,  condition or effect related to the financial condition,
properties,  assets  (including  intangible  assets),   liabilities,   business,
operations or results of operations of such entity or group of entities. In this
Agreement,  any  reference  to a "Material  Adverse  Effect" with respect to any
entity or group of entities means any event, change or effect that is materially
adverse to the financial condition,  properties, assets, liabilities,  business,
operations or results of operations of such entity.

     In this  Agreement,  any  reference  to a Party's  "knowledge"  means  such
Party's actual  knowledge after  reasonable  inquiry of officers,  directors and
other  employees  of such Party  reasonably  believed to have  knowledge of such
matters.

     Sky E-Com represents and warrants to Red Carpet as follows:

3.01     Organization,  Standing  and  Power.  Sky E-Com is a  corporation  duly
         organized,  validly  existing  and in good  standing  under the laws of
         California. Sky E-Com has the corporate power to own its properties and
         to carry on its business as now being  conducted  and as proposed to be
         conducted and is duly  qualified to do business and is in good standing
         in each  jurisdiction  in which the failure to be so  qualified  and in
         good standing would have a Material  Adverse Effect on Sky E-Com. At or
         prior to the Closing, Sky E-Com will deliver a true and correct copy of
         its  certificate of  incorporation,  a certificate of good standing and
         by-laws or other charter documents,  as applicable,  to Red Carpet. Sky
         E-Com is not in violation of any of the  provisions of its  certificate
         of incorporation or bylaws or equivalent  organizational documents. Sky
         E-Com has no direct or indirect majority-owned subsidiaries.

3.02     Restrictions on Business Activities.  There is no agreement,  judgment,
         injunction, order or decree against either Sky E-Com which has or could
         reasonably be expected to have the effect of  prohibiting or materially
         impairing any current or future business  practice,  any acquisition of
         property  or the  conduct of  business  as  currently  conducted  or as
         proposed to be conducted.

                                       4
<PAGE>

3.03     Governmental Authorization. Sky E-Com has obtained each federal, state,
         county, local or foreign governmental consent,  license, permit, grant,
         or other  authorization of a governmental  entity (i) pursuant to which
         it currently operates or holds any interest in any of its properties or
         (ii) that is required for its operation, and all of such authorizations
         are in full force and  effect,  except  where the  failure to obtain or
         have any such authorizations could not reasonably be expected to have a
         Material Adverse Effect.

3.04     Compliance With Laws. To its knowledge, Sky E-Com has complied with, is
         not in violation of, and has not received any notices of violation with
         respect  to,  any  federal,  state,  local or foreign  statute,  law or
         regulation  with  respect  to  the  conduct  of  its  business,  or the
         ownership or operation of its business,  except for such  violations or
         failures  to  comply  as could  not be  reasonably  expected  to have a
         Material Adverse Effect.

3.05     Authority. Sky E-Com has all requisite corporate power and authority to
         enter  into  this   Agreement  and  to  consummate   the   transactions
         contemplated  hereby.  This  Agreement has been adopted by the Board of
         Directors  of Sky  E-Com in  resolutions  which  are in full  force and
         effect.   The  execution  and  delivery  of  this   Agreement  and  the
         consummation  of the  transactions  contemplated  hereby have been duly
         authorized by all necessary  corporate action on the part of Sky E-Com.
         This  Agreement  has been duly  executed and delivered by Sky E-Com and
         constitutes the valid and binding  obligation of Sky E-Com  enforceable
         against  Sky  E-Com in  accordance  with its  terms,  except  that such
         enforceability may be limited by bankruptcy,  insolvency, moratorium or
         other  similar  laws   affecting  or  relating  to  creditors'   rights
         generally,  and  is  subject  to  general  principles  of  equity.  The
         execution and delivery of this Agreement by Sky E-Com does not, and the
         consummation of the transactions contemplated hereby will not, conflict
         with,  or result in any violation of, or default under (with or without
         notice  or  lapse  of  time,  or  both),  or give  rise  to a right  of
         termination, cancellation or acceleration of any material obligation or
         loss of any material benefit under (i) any provision of the certificate
         of  incorporation  or  bylaws  of Sky  E-Com,  or  (ii)  any  mortgage,
         indenture,  lease,  contract or other agreement or instrument,  permit,
         concession,  franchise, license, judgment, order, decree, statute, law,
         ordinance,  rule or  regulation  applicable  to Sky E-Com or any of its
         properties or assets. No consent,  approval, order or authorization of,
         or registration,  declaration or filing with, any court, administrative
         agency or commission or other governmental authority or instrumentality
         ("Governmental  Entity") is required by or with respect to Sky E-Com or
         in connection  with the execution and delivery of this Agreement or the
         consummation of the transactions  contemplated  hereby,  except for (i)
         such  consents,  approvals,  orders,   authorizations,   registrations,
         declarations  and filings as may be required under  applicable  federal
         and state securities laws,  including but not limited to Rule 419 under
         the  Securities  Act,  and (ii) such  other  consents,  authorizations,
         filings,  approvals and  registrations  which, if not obtained or made,
         would  not have a  Material  Adverse  Effect on Sky E-Com and would not
         prevent,   or  materially  alter  or  delay  any  of  the  transactions
         contemplated by this Agreement.

                                       5
<PAGE>

3.06     Financial  Statements.  As soon as possible  subsequent to the Closing,
         Sky E-Com will deliver to Red Carpet audited  financial  statements for
         the periods ended  December 31, 2000 and 1999 and  unaudited  financial
         statements  for the  period  ended  March  31,  2001  (the  "Sky  E-Com
         Financial  Statements").  The Sky E-Com  Financial  Statements  will be
         complete and correct in all  material  respects and will be prepared in
         accordance with generally accepted accounting principles,  applied on a
         consistent basis throughout the periods  indicated and with each other.
         The Sky E-Com  Financial  Statements  will  accurately will set out and
         describe in all material respects the financial condition and operating
         results  as of the  dates,  and for  the  periods,  indicated  therein,
         subject to normal  year-end  adjustments.  Sky E-Com will  continue  to
         maintain a standard system of accounting  established and  administered
         in accordance with generally accepted accounting principles.

3.07     Absence of  Certain  Changes.  Subsequent  to the date of the Sky E-Com
         Financial  Statements,  except as otherwise  disclosed in writing,  Sky
         E-Com will  represent at the Closing that it has conducted its business
         in the ordinary course  consistent with past practice and there has not
         occurred:  (i) any change,  event or condition that has resulted in, or
         might  reasonably be expected to result in, a Material  Adverse Effect;
         (ii) any acquisition, sale or transfer of any material asset other than
         in the ordinary  course of business and consistent  with past practice;
         (iii) any material change in accounting methods or practices (including
         any change in depreciation or amortization policies or rates); (iv) any
         declaration,   setting  aside,  or  payment  of  a  dividend  or  other
         distribution,  or any direct or indirect redemption,  purchase or other
         acquisition  of any  shares of capital  stock  except as  disclosed  in
         writing to Red Carpet;  (v) any  material  contract  entered into other
         than in the ordinary course of business,  and or any material amendment
         or termination of, or default under,  any material  contract;  (vi) any
         undisclosed material amendment or change to the incorporation documents
         or bylaws; (vii) any increase in or modification of the compensation or
         benefits  payable or to become  payable to any  directors  or employees
         other than in the ordinary  course of business and consistent with past
         practice or (viii) any negotiation or agreement to do any of the things
         described  in the  preceding  clauses  (i)  through  (vii)  (other than
         negotiations  with Red Carpet  and its  representatives  regarding  the
         transactions  contemplated by this Agreement or as otherwise  disclosed
         to Red Carpet).

3.08     Absence  of  Undisclosed   Liabilities.   Sky  E-Com  has  no  material
         obligations or liabilities of any nature  (matured or unmatured,  fixed
         or  contingent)  other than (i) those set forth or adequately  provided
         for in the Sky E-Com Financial  Statements;  (ii) those incurred in the
         ordinary course of business and not required to be set forth in the Sky
         E-Com  Financial   Statements  under  generally   accepted   accounting
         principles;  (iii) those  incurred in the  ordinary  course of business
         since the date of Sky E-Com  Financial  Statements and consistent  with
         past practice; and (iv) those incurred in connection with the execution
         of this Agreement.

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<PAGE>

3.09     Taxes.  Sky E-Com and have timely filed all tax returns  required to be
         filed and has paid all taxes  shown  thereon  to be due.  The Sky E-Com
         Financial  Statements  (i)  fully  accrue  all  actual  and  contingent
         liabilities for taxes with respect to all periods through  December 31,
         2000 and neither Sky E-Com nor its subsidiary has or will incur any tax
         liability in excess of the amount  reflected on the Sky E-Com Financial
         Statements  with respect to such periods,  and (ii) properly  accrue in
         accordance   with   generally   accepted   accounting   principles  all
         liabilities  for taxes payable after  December 31, 2000 with respect to
         all  transactions  and events  occurring  on or prior to such date.  No
         material tax liability since December 31, 2000 has been incurred by Sky
         E-Com  other  than in the  ordinary  course of  business  and  adequate
         provision has been made in the Sky E-Com  Financial  Statements for all
         taxes since that date in accordance with generally accepted  accounting
         principles.

3.10     Litigation.   There  is  no  private  or  governmental   action,  suit,
         proceeding,  claim,  arbitration  or  investigation  pending before any
         agency, court or tribunal, foreign or domestic, or, to the knowledge of
         Sky E-Com, threatened against either Sky E-Com or any of its properties
         or any of their  respective  officers or directors (in their capacities
         as such) that,  individually or in the aggregate,  could  reasonably be
         expected  to have a Material  Adverse  Effect on Sky E-Com or except as
         has been  previously  disclosed  to Red Carpet.  There is no  judgment,
         decree or order  against Sky E-Com or, to the  knowledge  of Sky E-Com,
         any of its directors or officers (in their  capacities  as such),  that
         could  prevent,  enjoin,  or  materially  alter  or  delay  any  of the
         transactions  contemplated by this Agreement,  or that could reasonably
         be expected to have a Material Adverse Effect on Sky E-Com.

3.11     Title to Property. Sky E-Com has and will have, as the case may be good
         and marketable title to all of its properties,  interests in properties
         and assets, real and personal,  as reflected in the Sky E-Com Financial
         Statements or acquired after the Sky E-Com  Financial  Statements.  The
         property  and  equipment  of that  are  used in the  operations  of its
         business are in all material  respects in good operating  condition and
         repair, ordinary wear and tear excepted.

3.12     Intellectual Property.

         (a)      Sky E-Com owns or is licensed or otherwise  possesses  legally
                  enforceable rights to use all trademarks, trade names, service
                  marks,  copyrights,  domain registrations and any applications
                  therefor, and tangible or intangible  proprietary  information
                  or  material  ("Intellectual  Property")  that are used in its
                  business as currently conducted, except to the extent that the
                  failure  to  have  such  rights  has not  had  and  would  not
                  reasonably be expected to have a Material Adverse Effect.

         (b)      Sky E-Com has not been sued in any suit,  action or proceeding
                  and  has not  brought  any  action,  suit  or  proceeding  for
                  infringement of Intellectual Property or breach of any license
                  or agreement involving Intellectual Property against any third
                  party.  The  conduct of its  business  does not  infringe  any
                  trademark,  service  mark,  copyright,  trade  secret or other
                  proprietary right of any third party,  where such infringement
                  would have a Material Adverse Effect.

                                       7
<PAGE>

3.13     Interested  Party  Transactions.  Sky  E-Com  is  not  indebted  to any
         director,  officer, employee or agent (except for amounts due as normal
         salaries and bonuses and in reimbursement of ordinary expenses), and no
         such  person is indebted to Sky E-Com  except as  disclosed  in the Sky
         E-Com Financial Statements.

3.14     Insurance. Sky E-Com does not currently carry any insurance.

3.15     Brokers' and Finders'  Fees.  Sky E-Com has not  incurred,  nor will it
         incur, directly or indirectly,  any liability for brokerage or finders'
         fees or agents'  commissions or investment bankers' fees or any similar
         charges in connection with this Agreement.

3.16     Minute  Books.  Sky E-Com will make  available to Red Carpet a complete
         and accurate  summary of all meetings of directors and  shareholders or
         actions  by  written  consent  since the time of  incorporation  of Sky
         E-Com,  and  reflect  all  transactions  referred  to in  such  minutes
         accurately in all material respects.

3.17     Complete  Copies  of  Materials.   Sky  E-Com  has  delivered  or  made
         available,  and will  continue to deliver or make  available  until the
         Closing true and complete  copies of each agreement not in the ordinary
         course of business to which Sky E-Com is a party.

3.18     Representations  Complete.  None of the  representations  or warranties
         made by Sky E-Com,  or documents  furnished by Sky E-Com or pursuant to
         this  Agreement  or any  written  statement  furnished  to  Red  Carpet
         pursuant  hereto or in connection  with the  transactions  contemplated
         hereby,  when all such  documents are read together in their  entirety,
         contains  or will  contain at the  Closing  any untrue  statement  of a
         material  fact,  or  omits or will  omit at the  Closing  to state  any
         material  fact  necessary  in order to make  the  statements  contained
         herein or therein,  in the light of the circumstances under which made,
         not  misleading;   provided,   however,   that  for  purposes  of  this
         representation,   any  document   attached  hereto  as  a  "Superseding
         Document"  (even  if not  actually  physically  attached  hereto)  that
         provides  information  inconsistent  with or in  addition  to any other
         written  statement  furnished  to Red  Carpet  in  connection  with the
         transaction contemplated hereby, shall be deemed to supersede any other
         prior  document  or written  statement  furnished  to Red  Carpet  with
         respect to such inconsistent or additional information.

3.19     Compliance  With  Other  Instruments.   The  execution,   delivery  and
         performance of this Agreement and the  consummation of the transactions
         contemplated  hereby will not result in any violation or default of any
         provision of any instrument,  judgment, order, writ, decree or contract
         to which Sky E-Com is a party or by which it is bound,  or require  any
         consent under or be in conflict with or constitute, with or without the
         passage  of time and giving of notice,  either a  violation  or default
         under any such provision.

3.20     Capital  Structure.  7,854,400  shares  of Sky E-Com  common  stock are
         issued and outstanding.  Such shares are fully paid and non-assessable.
         There  are  no  other  outstanding  securities  of  Sky  E-Com  and  no
         outstanding commitments to issue any securities.

                                       8
<PAGE>

3.21     Authorized Shares of Common Stock and Warrants. The Sky E-Com Shares to
         be  transferred  to Red Carpet  under this  Agreement  will be free and
         clear of any lien, pledge,  security interest or other encumbrance and,
         upon delivery of the  securities at the Closing as provided for in this
         Agreement, and assuming Red Carpet is acquiring the Sky E-com Shares in
         good faith and  without  notice of any adverse  claim,  Red Carpet will
         acquire  good  title  thereto,  free  and  clear of any  lien,  pledge,
         security  interest or encumbrance  (other than restrictions on transfer
         arising under applicable securities laws).

3.22     Disclosure.  Sky E-Com  has  fully  provided  Red  Carpet  with all the
         information  in  its  possession  that  Red  Carpet  has  requested  in
         determining  whether  to  enter  into  this  Agreement.   Neither  this
         Agreement  nor  any  document   attached  to  this  Agreement  nor  any
         certificate  delivered pursuant hereto that, in any such case, has been
         or will be  provided by or on behalf of Sky E-Com  contains  any untrue
         statement  of a  material  fact  or  omits  to  state a  material  fact
         necessary to make the statements  made herein or therein not misleading
         in light of the circumstances under which they were made.

3.23     Employee Matters. To its best knowledge,  Sky E-Com is in compliance in
         all  material   respects  with  all  currently   applicable   laws  and
         regulations respecting employment,  discrimination in employment, terms
         and conditions of employment,  wages, hours and occupational safety and
         health and employment practices, and is not engaged in any unfair labor
         practice.  To its best  knowledge,  there are no pending claims against
         Sky E-Com  under any  workers  compensation  plan or policy or for long
         term  disability.  There are no employee  benefit plans or stock option
         plans or other bonus compensation to employees.

3.24     Delivery of  Documents.  Sky E-Com has delivered or will deliver to Red
         Carpet  at or  prior  to  the  Closing  all  documents  required  to be
         delivered under this Agreement.

                                    ARTICLE 4

            REPRESENTATIONS AND WARRANTIES OF RED CARPET DIRECT, INC.

     Red Carpet represents and warrants to Sky E-Com as follows:

4.01     Organization,  Standing  and Power.  Red Carpet is a  corporation  duly
         organized,  validly  existing  and in good  standing  under the laws of
         Nevada. Red Carpet has the corporate power to own its properties and to
         carry on its  business  as now being  conducted  and as  proposed to be
         conducted and is duly  qualified to do business and is in good standing
         in each  jurisdiction  in which the failure to be so  qualified  and in
         good standing would have a Material Adverse Effect on Red Carpet.

                                       9
<PAGE>

4.02     Authority.  Red Carpet has all requisite  corporate power and authority
         to  enter  into  this  Agreement  and to  consummate  the  transactions
         contemplated  hereby.  The execution and delivery of this Agreement and
         the consummation of the transactions contemplated hereby have been duly
         authorized by all necessary corporate action on the part of Red Carpet.
         This  Agreement  has been duly executed and delivered by Red Carpet and
         constitutes the valid and binding  obligation of Red Carpet enforceable
         against  Red  Carpet in  accordance  with its terms,  except  that such
         enforceability may be limited by bankruptcy,  insolvency, moratorium or
         other  similar  laws   affecting  or  relating  to  creditors'   rights
         generally,  and  is  subject  to  general  principles  of  equity.  The
         execution  and  delivery of this  Agreement by Red Carpet does not, and
         the  consummation  of the  transactions  contemplated  hereby will not,
         conflict with, or result in any violation of, or default under (with or
         without  notice or lapse of time, or both),  or give rise to a right of
         termination, cancellation or acceleration of any material obligation or
         loss of any material benefit under (i) any provision of the articles of
         organization  or bylaws of Red Carpet as amended,  or (ii) any material
         mortgage,  indenture, lease, contract or other agreement or instrument,
         permit,  concession,   franchise,  license,  judgment,  order,  decree,
         statute, law, ordinance, rule or regulation applicable to Red Carpet or
         any of its  properties  or  assets.  No  consent,  approval,  order  or
         authorization  of, or  registration,  declaration  or filing with,  any
         court,  administrative  agency  or  commission  or  other  governmental
         authority or instrumentality  ("Governmental Entity") is required by or
         with  respect  to Red  Carpet  or Red  Carpet  in  connection  with the
         execution  and delivery of this  Agreement or the  consummation  of the
         transactions   contemplated  hereby,  except  for  (i)  such  consents,
         approvals,  orders,  authorizations,  registrations,  declarations  and
         filings as may be required under  applicable  state securities laws and
         the securities laws of any foreign  country,  (ii) such other consents,
         authorizations,  filings,  approvals and  registrations  which,  if not
         obtained  or made,  would  not have a  Material  Adverse  Effect on Red
         Carpet and would not prevent,  or materially  alter or delay any of the
         transactions  contemplated  by this Agreement and (iii) subject,  as to
         the  enforcement  of remedies,  to applicable  bankruptcy,  insolvency,
         moratorium,  reorganization or similar laws affecting creditors' rights
         generally,  to general  equitable  principles and to limitations on the
         enforceability  of  indemnification  provisions  as  applied to certain
         types of claims arising hereafter, if any, under the federal securities
         laws.

4.03     Litigation.  There is no action,  suit,  proceeding,  or  investigation
         pending or, to its knowledge,  currently  threatened against Red Carpet
         which  questions  the  validity of this  Agreement  or the right of Red
         Carpet to enter into this Agreement or to consummate  the  transactions
         contemplated hereby.

4.04     Financial  Statements.  The  financial  statements  of Red Carpet ("Red
         Carpet Financial Statements") as filed with the Commission are complete
         and correct in all material  respects and were  prepared in  accordance
         with generally accepted accounting principles,  applied on a consistent
         basis  throughout  the periods  indicated and with each other.  The Red
         Carpet  Financial  Statements  accurately  set out and  describe in all
         material  respects the financial  condition and operating results as of
         the dates, and for the periods,  indicated  therein,  subject to normal
         year-end adjustments.

                                       10
<PAGE>

4.05     Absence of Certain Changes.  Since the date of the Red Carpet Financial
         Statements,  except as  otherwise  disclosed  in  writing,  Red  Carpet
         represents  that it has conducted  its business in the ordinary  course
         consistent  with past practice and that Red Carpet has been an inactive
         company  except  for the  issuance  of shares  of  common  stock to its
         founding   stockholders,   filing  Registration   Statements  with  the
         Commission and conducting the Red Carpet Offering.

4.06     Absence  of  Undisclosed  Liabilities.   Red  Carpet  has  no  material
         obligations or liabilities of any nature  (matured or unmatured,  fixed
         or  contingent)  other than (i) those set forth or adequately  provided
         for in the Red Carpet Financial Statements;  (ii) those incurred in the
         ordinary course of business and not required to be set forth in the Red
         Carpet  Financial   Statements  under  generally  accepted   accounting
         principles;  (iii) those  incurred in the  ordinary  course of business
         since the Red Carpet  Financial  Statements  and  consistent  with past
         practice;  and (iv) those incurred in connection  with the execution of
         this Agreement.

4.07     Taxes.  Red Carpet has, or will have prior to the Closing filed all tax
         returns required to be filed and has paid all taxes shown thereon to be
         due.  The Red Carpet  Financial  Statements  will (i) fully  accrue all
         actual and contingent liabilities for taxes with respect to all periods
         through March31, 2001, and Red Carpet has not or will not incur any tax
         liability in excess of the amount reflected on the Red Carpet Financial
         Statements  with respect to such periods,  and (ii) properly  accrue in
         accordance   with   generally   accepted   accounting   principles  all
         liabilities  for taxes payable after March 31, 2001 with respect to all
         transactions and events occurring on or prior to such date. No material
         tax liability since March 31, 2001 has been incurred by Red Carpet.

4.08     Governmental  Authorization.  Red Carpet  has  obtained  each  federal,
         state, county, local or foreign governmental consent,  license, permit,
         grant, or other  authorization of a Governmental Entity (i) pursuant to
         which  it  currently  operates  or  holds  any  interest  in any of its
         properties or (ii) that is required for its operation,  and all of such
         authorizations  are in full force and effect,  except where the failure
         to  obtain or have any such  authorizations  could  not  reasonably  be
         expected to have a Material Adverse Effect.

4.09     Title to Property.  Red Carpet has good and marketable  title to all of
         its  properties,  interests in properties and assets,  reflected in the
         Red Carpet Financial Statements.

4.10     Interested  Party  Transactions.  Red  Carpet  is not  indebted  to any
         director,  officer, employee or agent and no such person is indebted to
         Red Carpet.

4.11     Insurance. Red Carpet does not currently carry any insurance.

4.12     Compliance  With Laws. To its knowledge,  Red Carpet has complied with,
         is not in  violation  of, and has not received any notices of violation
         with respect to, any federal,  state, local or foreign statute,  law or
         regulation  with  respect  to  the  conduct  of  its  business,  or the
         ownership or operation of its business,  except for such  violations or
         failures  to  comply  as could  not be  reasonably  expected  to have a
         Material Adverse Effect.

                                       11
<PAGE>

4.13     Authorization.  This  Agreement  has  been  adopted  by  the  Board  of
         Directors  of Red  Carpet in  resolutions  which are in full  force and
         effect.  All acts  and  conditions  required  by law on the part of Red
         Carpet to authorize the  execution  and delivery of this  Agreement and
         the  transactions  contemplated  herein  and  the  performance  of  all
         obligations  of Red  Carpet  hereunder  have  been duly  performed  and
         obtained,  and this Agreement  constitutes a valid and legally  binding
         obligation of Red Carpet,  enforceable  in  accordance  with its terms,
         subject, as to the enforcement of remedies,  to applicable  bankruptcy,
         insolvency,  moratorium,   reorganization  or  similar  laws  affecting
         creditors'  rights generally,  to general  equitable  principles and to
         limitations  on the  enforceability  of  indemnification  provisions as
         applied to certain types of claims arising hereafter, if any, under the
         federal securities laws.

4.14     Compliance  With  Other  Instruments.   The  execution,   delivery  and
         performance of this Agreement and the  consummation of the transactions
         contemplated  hereby will not result in any violation or default of any
         provision of any instrument,  judgment, order, writ, decree or contract
         to which Red Carpet is a party or by which it is bound,  or require any
         consent under or be in conflict with or constitute, with or without the
         passage  of time and giving of notice,  either a  violation  or default
         under any such provision.

4.15     Authorized  Shares of Common Stock and Warrants.  The Red Carpet Shares
         to be  transferred  to Sky E-Com under this  Agreement will be free and
         clear of any lien, pledge,  security interest or other encumbrance and,
         upon delivery of the  securities at the Closing as provided for in this
         Agreement, and assuming Sky E-Com is acquiring the shares in good faith
         and without notice of any adverse claim,  Sky E-Com  Stockholders  will
         acquire  good  title  thereto,  free  and  clear of any  lien,  pledge,
         security  interest or encumbrance  (other than restrictions on transfer
         arising under applicable securities laws).

4.16     Minute  Books.  Red Carpet will make  available to Sky E-Com a complete
         and accurate  summary of all meetings of directors and  shareholders or
         actions by written consent since the time of incorporation, and reflect
         all transactions referred to in such minutes accurately in all material
         respects.

4.17     Brokers' and Finders'  Fees.  Red Carpet has not incurred,  nor will it
         incur, directly or indirectly,  any liability for brokerage or finders'
         fees or agents'  commissions or investment bankers' fees or any similar
         charges in connection with this Agreement.

4.18     Representations  Complete.  None of the  representations  or warranties
         made by Red Carpet, or documents furnished by Red Carpet or pursuant to
         this  Agreement  or any  written  statement  furnished  to  Red  Carpet
         pursuant  hereto or in connection  with the  transactions  contemplated
         hereby,  when all such  documents are read together in their  entirety,
         contains  or will  contain at the  Closing  any untrue  statement  of a
         material  fact,  or  omits or will  omit at the  Closing  to state  any
         material  fact  necessary  in order to make  the  statements  contained
         herein or therein,  in the light of the circumstances under which made,
         not  misleading;   provided,   however,   that  for  purposes  of  this
         representation,   any  document   attached  hereto  as  a  "Superseding
         Document"  (even  if not  actually  physically  attached  hereto)  that
         provides  information  inconsistent  with or in  addition  to any other
         written  statement  furnished  to Red  Carpet  in  connection  with the
         transaction contemplated hereby, shall be deemed to supersede any other
         prior document or written statement furnished to Sky E-Com with respect
         to such inconsistent or additional information.

                                       12
<PAGE>

4.19     Disclosure.  Red  Carpet  has fully  provided  Sky  E-Com  with all the
         information  in  its  possession   that  Sky  E-Com  has  requested  in
         determining  whether  to  enter  into  this  Agreement.   Neither  this
         Agreement  nor  any  document   attached  to  this  Agreement  nor  any
         certificate  delivered pursuant hereto that, in any such case, has been
         or will be provided by or on behalf of Red Carpet  contains  any untrue
         statement  of a  material  fact  or  omits  to  state a  material  fact
         necessary to make the statements  made herein or therein not misleading
         in light of the circumstances under which they were made.

4.20     Capital  Structure.  The  capitalization  of  Red  Carpet  consists  of
         50,000,000  shares of common  stock,  par value  $.001  each,  of which
         6,000,000  shares of common stock are issued and  outstanding as of the
         date of closing and 100,000  shares of "blank check"  preferred  stock,
         $.001  par  value  each of which  none are  issued.  There are no other
         outstanding securities of Red Carpet and no outstanding  commitments to
         issue any securities.

4.21     Employee Matters. Red Carpet has no employees.

4.22     Delivery of Documents.  Red Carpet has delivered or will deliver to Sky
         E-Com at or prior to the Closing all documents required to be delivered
         under this Agreement.

                                    ARTICLE 5

           LEGEND REMOVAL, TRANSFER, CERTAIN SALES, ADDITIONAL SHARES

5.01     Removal of Legend.  The  restrictive  legend  shall be removed  and Red
         Carpet shall issue, or shall cause to be issued, a certificate  without
         such legend to the holder of any security upon which it is stamped, and
         a certificate  for a security  shall be originally  issued  without the
         legend,  if, (a) the resale of such  security is  registered  under the
         Securities Act, and (b) such holder provides Red Carpet with an opinion
         of counsel,  in form,  substance  and scope  customary  for opinions of
         counsel in comparable  transactions and reasonably  satisfactory to Red
         Carpet and its counsel (the  reasonable cost of which shall be borne by
         Red Carpet if neither an  effective  registration  statement  under the
         Securities  Act or Rule 144 is available in connection  with such sale)
         to the effect that a public sale or  transfer of such  security  may be
         made  without  registration  under the  Securities  Act  pursuant to an
         exemption from such registration requirements.

5.02     Transfer  Agent  Instructions.  Red Carpet shall  instruct its transfer
         agent to issue  certificates,  registered  in the name of Red Carpet or
         its  transferees,  for the Red Carpet Shares in such amounts  specified
         from time to time by Red Carpet or its  transferees  to exercise of the
         Warrants.

                                    ARTICLE 6

                              ELECTION OF DIRECTORS

6.01     Prior to the  Closing,  Red Carpet  will take all  corporate  and other
         action necessary to establish the size of its Board of Directors at two
         members,  to accept the  resignation of Barry Blum,  effective upon the
         Closing and to elect Mark Wheeler as a director.

                                       13
<PAGE>

                                    ARTICLE 7

                    CONDITIONS TO OBLIGATIONS OF THE PARTIES

         The  obligations of Red Carpet on the one hand,  and Sky E-Com,  on the
other hand, to the following conditions on or prior to the Closing:

7.01     Consents and  Approvals.  The Parties  shall have obtained all consents
         and approvals of third parties and  governmental  authorities,  if any,
         required to consummate the transactions contemplated by this Agreement,
         including but not limited to the  effectiveness  of the  Post-Effective
         Registration Statement and the Reconfirmation Vote.

7.02     Representations,  Warranties and Agreements.  All  representations  and
         warranties  made  herein by Red Carpet  and Sky  E-Com,  shall be true,
         accurate  and correct in all respects as of the date made and as of the
         Closing. Red Carpet and Sky E-Com, shall have performed all obligations
         and agreements  undertaken by each of them herein to be performed at or
         prior to the Closing.

7.03     Certificate.  Red  Carpet  shall have  received  from Sky E-Com and Sky
         E-Com shall have received from Red Carpet,  a certificate,  dated as of
         the Closing and executed by the President or Chief Executive Office and
         Secretary of Sky E-Com and Red Carpet,  respectively to the effect that
         the conditions  set forth in Article 3 or Article 4 respectively  shall
         have been satisfied.

7.04     No Material Adverse Changes. There shall not have occurred any material
         adverse  change  in  the  financial   condition,   properties,   assets
         (including  intangible assets),  liabilities,  business,  operations or
         results of operations of Sky E-Com.

7.05     No  Actions.  Consummation  of the  transactions  contemplated  by this
         Agreement shall not violate any order,  decree or judgment of any court
         or governmental body having jurisdiction.

7.06     Proceedings  and  Documents.  All  corporate and other  proceedings  in
         connection with the transactions  contemplated hereby and all documents
         and  instruments  incident  to such  transactions  shall be in form and
         substance  reasonably  satisfactory to counsel for each of the Parties,
         and each such  Party (or its  counsel)  shall  have  received  all such
         counterpart originals or certified or other copies of such documents as
         it may reasonably request.

7.07     Accuracy  of  Documents  and  Information.  The copies of all  material
         instruments,   agreements,  other  documents  and  written  information
         delivered to any Party by any other Party or its representatives  shall
         be complete and correct in all material respects as of the Closing.

                                       14
<PAGE>

                                    ARTICLE 8

                                 INDEMNIFICATION

8.01     Indemnification.  Each Party will indemnify and hold harmless the other
         Party and its respective officers, directors, agents and employees, and
         each  person,  if any,  who  controls or may control a Party within the
         meaning of the  Securities  Act from and  against  any and all  losses,
         costs, damages,  liabilities and expenses arising from claims, demands,
         actions, causes of action,  including,  without limitation,  reasonable
         legal  fees,  except  for  the  net of any  recoveries  under  existing
         insurance  policies,   tax  benefits  received  by  any  Party  or  its
         affiliates as a result of such damages,  indemnities from third parties
         or in the case of third party claims, by any amount actually  recovered
         by a Party or its affiliates  pursuant to counterclaims  made by any of
         them  directly  relating  to the facts  giving rise to such third party
         claims arising out of any  misrepresentation or breach of or default in
         connection with any of the representations,  warranties,  covenants and
         agreements  given or made by Sky E-Com or Red Carpet in this Agreement,
         or any  exhibit  or  schedule  to this  Agreement.  Each  Party and its
         affiliates  shall act in good  faith and in a  commercially  reasonable
         manner to mitigate any damages they may suffer.

                                    ARTICLE 9

                                  MISCELLANEOUS

9.01     Notices.  Any notice given  hereunder  shall be in writing and shall be
         deemed  effective  upon the  earlier of  personal  delivery  (including
         personal  delivery  by  facsimile)  or the third day after  mailing  by
         certified or registered mail, postage prepaid, as follows:

         (a)      If to Red Carpet:
                  Alfred A. Grant, Jr.,
                  President
                  Red Carpet Direct, Inc.
                  200 N. Royal Ascot Drive
                  Las Vegas, NV 89144

         (b)      If to Sky E-Com:
                  Mark Wheeler,
                  President
                  17300 17th Street
                  Suite J-117
                  Tustin, California 92680

         or to such other address as any Party may have  furnished in writing to
         the other Party in the manner provided above.

9.02     Entire  Agreement;  Modifications;   Waiver.  This  Agreement  and  the
         documents and instruments and other agreements specifically referred to
         herein  constitute the final,  exclusive and complete  understanding of
         the Parties with respect to the subject  matter  hereof and  supersedes
         any and all  prior  agreements,  understandings  and  discussions  with
         respect thereto.  No variation or modification of this Agreement and no
         waiver of any provision or condition hereof, or granting of any consent
         contemplated hereby, shall be valid unless in writing and signed by the
         Party against whom  enforcement  of any such  variation,  modification,
         waiver or consent is sought.  The rights and remedies available to each
         Party  pursuant to this Agreement and all exhibits  hereunder  shall be
         cumulative.

                                       15
<PAGE>

9.03     Captions.  The captions in this Agreement are for convenience  only and
         shall  not be  considered  a part  of or  affect  the  construction  or
         interpretation of any provision of this Agreement.

9.04     Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts,  each of  which  when so  executed  shall  constitute  an
         original copy hereof,  but all of which together  shall  constitute one
         agreement.

9.05     Publicity.  Except for  disclosure  required by any law to which either
         Party is subject,  the timing and content of any  announcements,  press
         releases and public  statements to be made concerning the  transactions
         pursuant to this Agreement shall be determined solely by Red Carpet, in
         consultation with Sky E-Com.

9.06     Successors and Assigns. No Party may, without the prior express written
         consent of each other Party, assign this Agreement in whole or in part.
         This  Agreement  shall be binding  upon and inure to the benefit of the
         respective successors and permitted assigns of the Parties.

9.07     Governing  Law. This  Agreement  shall be governed by and construed and
         enforced in accordance with the substantive laws of California  without
         regard to its principles of conflicts of laws.

9.08     Further Assurances.  At the request of any of the Parties,  and without
         further  consideration,  the other Parties will execute such  documents
         and  instruments  and to do such  further  acts as may be  necessary or
         desirable to effectuate the transactions  contemplated hereby, required
         by law, statute, rule or regulation.

9.09     Confidentiality  and  Nondisclosure  Agreements.  All information which
         shall  have  been  furnished  or  disclosed  by one  Party to the other
         pursuant to this Agreement,  including  without  limitation,  business,
         financial and customer  development  plans,  forecasts,  strategies and
         information,  shall be held in confidence pursuant hereto and shall not
         be  disclosed  to any person  other than  their  respective  employees,
         directors,  legal counsel,  accountants or financial  advisors,  with a
         need to have  access  to such  information,  and shall not make any use
         whatsoever  of such  information  except to evaluate  such  information
         internally.  The  confidentiality  provisions  set forth  herein  shall
         survive until two years from the date hereof, unless the Party desiring
         to disclose the information  can document that (i) such  information is
         (through no improper action or inaction by such Party or any affiliate,
         agent,  consultant or employee)  generally  available to the public, or
         (ii) was in its  possession  or known by it prior to  receipt  from the
         other Party, or (iii) was rightfully  disclosed to it by a third party,
         or (iv) was independently developed by employees of such Party who have
         had no access to such information.

9.10     Severability.  The  invalidity or  unenforceability  of any one or more
         phrases,  sentences,  clauses or provisions of this Agreement shall not
         affect the validity or enforceability of the remaining portions of this
         Agreement or any part thereof.

                                       16
<PAGE>

     IN WITNESS  WHEREOF,  each Party has executed this Agreement as of the date
first above written.


                                 BUYER:  RED CARPET DIRECT, INC.

                                 By:    /s/Alfred A. Grant, Jr.
                                        --------------------------
                                           Alfred A. Grant Jr., President


                                 SELLER: Sky E-Com Corporation and
                                         Mark Wheeler

                                 As attorney in fact for the stockholders of
                                 Sky E-Com Corporation

                                            By: /s/Mark Wheeler
                                            ---------------------------
                                            Mark Wheeler, President




                                       17
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