BAY AREA MULTIMEDIA, INC.

                            STOCK PURCHASE AGREEMENT


        THIS AGREEMENT is made and entered into effective as of October 9, 1999,
by and between Bay Area Multimedia, Inc., a California corporation (the
"CORPORATION"), and Raymond C. Musci, an individual (the "PURCHASER").

        THE PARTIES AGREE AS FOLLOWS:

        I. Sale of Stock. The CORPORATION hereby agrees to sell to the PURCHASER
and the PURCHASER hereby agrees to purchase an aggregate of 633,892 shares of
the CORPORATION's Common Stock (the "SHARES"), at the price of $.001 per share
(the "PURCHASE PRICE"), for an aggregate purchase price of $633.89 payable by
transfer of the assets set forth on EXHIBIT A of the 351 Exchange Agreement by
and between CORPORATION and PURCHASER of even date herewith (the "ASSETS").

        II. Closing. Upon execution of this AGREEMENT, the PURCHASER shall
deliver the ASSETS to the CORPORATION, and the CORPORATION shall deliver a duly
issued stock certificate for the SHARES to the PURCHASER.

        III. Investment Representations; Restrictions on Transfer. The PURCHASER
represents and warrants to the CORPORATION that:

                  a. The PURCHASER is aware of the CORPORATION's business
affairs and financial condition and has acquired sufficient information about
the CORPORATION to reach an informed and knowledgeable decision to acquire the
SHARES. The PURCHASER has received all information from the CORPORATION which
the PURCHASER has requested and deems relevant to an evaluation of the risks and
merits of this investment. The PURCHASER has such knowledge and experience in
financial and business matters that the PURCHASER is capable of evaluating the
merits and risks of investment in the SHARES. The PURCHASER is purchasing the
SHARES for investment for the PURCHASER's own account only and not with a view
to, or for resale in connection with, any "distribution" within the meaning of
the Securities Act of 1933, as amended (the "SECURITIES ACT").

                  b. The PURCHASER understands that an investment in the
CORPORATION is speculative, that any possible benefits from the investment are
uncertain, and that the PURCHASER must bear the economic risks of the investment
in the CORPORATION for an indefinite period of time. The PURCHASER is able to
bear these economic risks and to hold the SHARES for an indefinite period of
time.

                  c. The PURCHASER acknowledges and understands that the SHARES
constitute "restricted securities" under the SECURITIES ACT and must be held
indefinitely


<PAGE>   2

unless they are subsequently registered under the SECURITIES ACT or an exemption
from such registration is available. The PURCHASER further acknowledges and
understands that the CORPORATION is under no obligation to register the SHARES.
The PURCHASER understands that the certificate evidencing the SHARES will be
imprinted with a legend which prohibits the transfer of the SHARES unless they
are registered or such registration is not required in the opinion of counsel
satisfactory to the CORPORATION.

                  d. The PURCHASER is familiar with the provisions of Rule 701
and Rule 144, each promulgated under the SECURITIES ACT, which, in substance,
permit limited public resale of "restricted securities" acquired in a non-public
offering, subject to the satisfaction of certain conditions. The PURCHASER
understands that the CORPORATION may not be satisfying, and is not obligated to
satisfy, any requirement of Rule 144 at such time as the PURCHASER might wish to
sell any of the SHARES, and, if so, the PURCHASER might be precluded from
selling any of the SHARES under Rule 144.

                  e. The PURCHASER is a resident of the state of California.

        IV. Legend. The share certificate evidencing the SHARES issued hereunder
shall be endorsed with the following legend (in addition to any legends required
under applicable state securities laws):

                THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
                REGISTRATION STATEMENT AS TO THE SECURITIES OR AN OPINION OF
                COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION
                IS NOT REQUIRED.

        V. General Provisions.

           1. Governing Law/Entire Agreement. This AGREEMENT shall be governed
by the laws of the State of California. This AGREEMENT represents the entire
agreement between the parties with respect to the purchase of Common Stock by
the PURCHASER and may only be modified or amended in a writing signed by both
parties.

           2. Notices. Any notice, demand or request required or permitted to be
given by either the CORPORATION or the PURCHASER pursuant to the terms of this
AGREEMENT shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of
this AGREEMENT or such other address as a party may request by notifying the
other in writing.

           3. Attorneys' Fees. Should any litigation be commenced between the
parties concerning the rights or obligations of the parties under this
AGREEMENT, the party prevailing in such litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for
its attorneys' fees in such litigation, This amount shall be determined by the
court in such litigation or in a separate action brought for that purpose.


<PAGE>   3

           4. Post Judgment. In addition to any amount received as attorneys'
fees, the prevailing party or parties also shall be entitled to receive from the
party or parties held to be liable, an amount equal to the attorneys' fees and
costs incurred in enforcing any judgement against such party or parties. This
Section is severable from the other provisions of this AGREEMENT and survives
any judgment and is not deemed merged into any judgment.

           5. Severability. In case any provision of this AGREEMENT shall be
invalid, illegal or unenforceable, such provision shall be modified to the
minimum extent necessary to make such provision enforceable, and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


<PAGE>   4

        IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT
effective as of the date first set forth above.


                                      CORPORATION:


                                      Bay Area Multimedia, Inc.
                                      20760 Monte Sunset Drive
                                      San Jose, CA 95120


                                      By: /s/ RAYMOND C. MUSCI
                                          ------------------------------------
                                          Raymond C. Musci, President


                                      PURCHASER:

                                       /s/ RAYMOND C. MUSCI
                                      ----------------------------------------
                                      Raymond C. Musci
                                      20760 Monte Sunset Drive
                                      San Jose, CA 95120


<PAGE>   5

                                 SPOUSAL CONSENT

        The undersigned certifies as follows:

        1. I am the spouse of Raymond C. Musci.

        2. I have received, read and approved the provisions of the foregoing
Stock Purchase Agreement between the CORPORATION and my spouse, to which this
CONSENT is attached.

        3. I agree to be bound by and accept the provisions of the Stock
Purchase Agreement, as it may be amended from time to time insofar as those
provisions may affect any interest I may have in the CORPORATION, whether the
interest is community property or otherwise. I further agree that amendment of
the Stock Purchase Agreement shall not require my consent.

        4. My spouse shall have full power of management of the shares purchased
pursuant to this Stock Purchase Agreement, including any portion of those
interests that are our community property; and my spouse has the full right,
without my further approval, to exercise my spouse's voting rights as a
shareholder in the CORPORATION, and to sell, transfer, encumber, and deal in any
manner with such shares.

        Executed effective as of October 9, 1999.


                                             /s/ LAURIE MUSCI
                                             ---------------------------------
                                             Signature of spouse

                                             Laurie Musci
                                             ---------------------------------
                                             Printed name

Source: OneCLE Business Contracts.