STOCK PURCHASE AGREEMENT



This Stock Purchase  Agreement (this  "Agreement") is made and entered into this
10th day of August  2000  between  Butterfly  Software,  a Canadian  Corporation
("Seller"), and E-City Software, Inc., a Nevada corporation ("Buyer").



RECITALS

WHEREAS,  Seller,  who is  engaged in the  development  of  interactive  mapping
software  ("Business")  desires to sell to Buyer at the Closing,  as hereinafter
defined,  and Buyer  desires  to  purchase  from  Seller  100% of the issued and
outstanding  stock of  Seller  upon and  subject  to the  terms  and  conditions
contained in this Agreement.



NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual representations,
warranties  and covenants  which are made and to be performed by the  respective
parties, it is agreed as follows:



ARTICLE 1.



PURCHASE AND SALE OF STOCK



1.1.  Purchase and Sale of Stock.  Subject to the terms and  conditions  of this
Agreement,  at the Closing,  Seller  shall sell,  transfer,  convey,  assign and
deliver to Buyer and Buyer shall  purchase,  acquire and accept from Seller 100%
of the issued and outstanding stock of Seller ("Stock").



1.2. No Liabilities.  Except as  specifically  set forth in Schedule 1.2 hereof,
and anything in this  Agreement to the  contrary  notwithstanding,  there are no
debts, claims,  obligations,  commitments, or other liabilities of Seller or any
other person or entity  whatsoever  relating in any way to the  operation of the
Business prior to the Closing Date.








<PAGE>




ARTICLE 2.



CONSIDERATION



2.1. Purchase Price.The purchase price to be paid for the Stock shall consist of
the  issuance  of the Shares as  described  below (the  "Purchase  Price").  The
Purchase Price shall be paid according to Section 2.2 below.

2.2. Payment of Purchase Price. At the Closing, Buyer shall deliver to Seller
50,000 fully paid, validly issued,
     -------------------------
non-assessable shares of its common stock (the "E-City Stock").

2.3 E-City Stock.  The E-City Stock shall have the same rights,  privileges  and
preferences of any other stock issued to the "founders" of E-City Software.

2.4  Transfer and Similar  Taxes.  Seller  agrees to pay all sale,  transfer and
similar taxes ("Transfer  Taxes") relating to the sale and purchase of the Stock
pursuant to this  Agreement.  Buyer and Seller  shall  cooperate to minimize all
such Transfer Taxes.

2.5 Immediate Transfer. Buyer and Seller agree that the E-City Stock shall be
 issued to the shareholders of Seller as
    ------------------
directed by Seller immediately prior to the Closing.



ARTICLE 3.



CLOSING: OBLIGATIONS OF THE PARTIES



3.1. Closing Date. The closing (the "Closing") shall take place and be effective
for all  purposes at 10:00 a.m.,  local time,  on a date to be  specified by the
parties,  which shall in no event be later than  August 15,  2000 (the  "Closing
Date"),  at the offices of Butterfly  Software,  unless another date or place is
agreed to in writing by the parties hereto.

3.2. Obligations of the Parties at the Closing



(a) At the Closing, Buyer shall deliver to Seller (or Seller's agent):

(i)  the  Purchase  Price  in  the  form  of the  E-City  Stock,  complete  with
certificates,  properly in the name of shareholders of the Seller as supplied by
the Seller immediately prior to the Closing;

(ii) a copy of  resolutions  of the Board of  Directors  of Buyer,  certified by
Buyer's Secretary or Assistant  Secretary,  authorizing the execution,  delivery
and performance of this Agreement and the other documents  referred to herein to
be executed by Buyer,  and the  consummation  of the  transactions  contemplated
hereby;

(iii)  a  certificate  of  Buyer  certifying  as  to  the  accuracy  of  Buyer's
representations  and  warranties  at and as of the  Closing  and that  Buyer has
performed or complied with all of the covenants,  agreements,  terms, provisions
and  conditions  to be  performed  or  complied  with by Buyer at or before  the
Closing;

(iii) such other certificates and documents as Seller or its counsel may
 reasonably request; and



(b) At the Closing, Seller will deliver to Buyer:

(i) certificates with appropriately executed transfer documents showing that the
Stock has been issued to E-City;  (vii) such other certificates and documents as
Buyer or its counsel may reasonably request;



ARTICLE 4.



REPRESENTATIONS AND WARRANTIES BY SELLER



Except  as set forth in  Seller's  disclosure  letter  (the  "Seller  Disclosure
Letter")  delivered by Seller to Buyer herewith  (which letter may be updated in
an  immaterial  manner  up to  the  Closing),  including  items  in  the  Seller
Disclosure  Letter  referred to as "Items" below,  Seller hereby  represents and
warrants to Buyer as follows:



4.1. Authorization. Seller has obtained full title and authority to transfer the
Stock free and clear of any encumbrance,  lien, security interest, debt or claim
of any kind by any third party, and transfers the Stock without violation of any
contractual rights of any third party.

4.2. No Violation.  The execution and delivery of this  Agreement by Seller does
not, and the consummation of the transactions  contemplated hereby will not, (a)
violate  any  provision  of, or result in the  creation  of any lien or security
interest under, any agreement, indenture, instrument, lease, security agreement,
mortgage  or lien to which  Seller  is a party or by which  any of the Stock are
bound; or (b) violate any other  contractual or legal  obligation or restriction
to which Seller is subject.

4.3. No Undisclosed Liability.  Except as set forth in Item 4.3, Seller does not
have any liabilities or obligations of any nature,  whether  absolute,  accrued,
contingent  or otherwise  and whether due or to become due  (including,  without
limitation,  liabilities  for taxes and  interest,  penalties  and other charges
payable with respect thereto) in respect of the Stock or the Business.

4.4. Intellectual Property. To best of Seller's belief and knowledge, Seller has
sufficient  title to and  ownership  of all  technology  and marks,  or adequate
licenses  and  rights to use the  technology  or marks of  others on  reasonable
terms, which is necessary for the conduct of the Business. The Business is being
carried on without conflicts with the registered patents,  patent  applications,
licenses,  trademarks,  copyrights  or trade names of others,  other than as set
forth in Item 4.4. Seller has full right to sell, convey,  transfer,  assign and
deliver any and all of its right,  title and interest in and to such  technology
and marks,  free and clear of any mortgage,  pledge,  lien,  security  interest,
conditional sale agreement, encumbrance or charge of any kind.

4.5.  Professional  Fees.  Seller  has not done  anything  to cause or incur any
liability or obligation for investment banking,  brokerage,  finders,  agents or
other fees, commissions, expenses or charges in connection with the negotiation,
preparation,  execution or performance of this Agreement or the  consummation of
the transactions  contemplated  hereby, and Seller does not know of any claim by
anyone for such a fee, commission, expense or charge.

4.6. Taxes All United States,  foreign,  state and local tax returns and reports
required to be filed to date with respect to the operations of the Business have
been accurately prepared and duly filed, or an extension therefrom has been duly
obtained,  and,  except for taxes  contested in good faith and disclosed in Item
4.6, all taxes payable have been paid when due; there is no examination or audit
known to Seller or any claim,  asserted  deficiency or assessment for additional
taxes in progress, pending, or threatened, nor is there any reasonable basis for
the assertion of any such claim,  deficiency or assessment;  no material special
charges,  penalties,  fines,  liens, or similar  encumbrances have been asserted
against Seller in connection  with the operation of the Business with respect to
payment  of or failure  to pay any taxes  which  have not been paid or  resolved
without further  liability to Seller.  Seller has not executed or filed with any
taxing  authority  any  agreements   extending  the  period  for  assessment  or
collection of any taxes in connection with the operation of the Business. Proper
amounts have been withheld by Seller from the Business's employees' compensation
payments for all periods in compliance  with the tax  withholding  provisions of
applicable federal and state laws.

4.7. Consents and Approvals.  Seller has, or will have by Closing,  obtained all
consents,  approvals,  authorizations  or  orders  of third  parties,  including
governmental  authorities,  necessary  for  the  authorization,   execution  and
performance of this Agreement by Seller.

4.8. Full Disclosure.  Neither this Agreement, when considered together with the
Seller Disclosure Letter, the Schedules,  exhibits, lists, certificates or other
instruments  and  documents  furnished  or to be  furnished  by  Seller to Buyer
pursuant to this Agreement,  contains any untrue statement of a material fact or
omits to state any  material  fact  required  to be stated  herein or therein or
necessary to make the statements and information contained herein or therein not
misleading.



ARTICLE 5.



REPRESENTATIONS AND WARRANTIES BY BUYER



Except as set forth in Buyer's disclosure letter (the "Buyer Disclosure Letter")
delivered  by Buyer to  Seller  herewith  (which  letter  may be  updated  in an
immaterial  manner up to the Closing),  including items in the Buyer  Disclosure
Letter  referred to as "Items"  below,  Buyer hereby  represents and warrants to
Seller as follows:



5.1.  Authorization.  Buyer has full corporate power and authority to enter into
this  Agreement  and  perform  its  obligations  hereunder  and  carry  out  the
transactions  contemplated hereby. The Board of Directors of Buyer has taken all
action required by law, its Articles of Incorporation,  its Bylaws and otherwise
to  authorize  the  execution  and delivery by Buyer of this  Agreement  and the
consummation by Buyer of the transactions  contemplated  hereby.  This Agreement
constitutes a valid and binding agreement of Buyer, enforceable against Buyer in
accordance with its terms.



5.2.  Organization  and Good Standing.  Buyer is a corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Nevada and
has full corporate power and authority to enter into this Agreement and to carry
out the transactions contemplated hereby.

5.3. No Violation.  The  execution and delivery of this  Agreement by Buyer does
not, and the consummation of the transactions  contemplated hereby will not, (a)
violate  any  provision,  or  result  in the  creation  of any lien or  security
interest under, any agreement, indenture, instrument, lease, security agreement,
mortgage or lien to which Buyer is a party or by which it is bound;  (b) violate
any provision of Buyer's Articles of  Incorporation  or Bylaws;  (c) violate any
order, arbitration award, judgment,  writ, injunction,  decree, statute, rule or
regulation  applicable to Buyer;  or (d) violate any other  contractual or legal
obligation or restriction to which Buyer is subject.

5.4.  Professional  Fees.  Buyer  has not done  anything  to cause or incur  any
liability for  investment  banking,  brokerage,  finders,  agents or other fees,
commissions,   expenses  or  charges  in   connection   with  the   negotiation,
preparation,  execution and performance of this Agreement or the consummation of
the transactions  contemplated  hereby,  and Buyer does not know of any claim by
anyone for such a commission or fee, except with respect to certain  commissions
which may be due in the course of Buyer's financing arrangements and which would
be borne exclusively by Buyer.

5.5. Consents and Approvals. Buyer has obtained all consents, approvals,
authorizations or orders of third parties,
     ----------------------
including governmental authorities, necessary for the authorization,
execution and performance of this Agreement by Buyer.

5.6. Full  Disclosure.  Neither this  Agreement,  nor any  certificate  or other
instrument or document  furnished or to be furnished by Buyer to Seller pursuant
to this Agreement,  contains any untrue statement of a material fact or omits to
state a material  fact  required to be stated  herein or therein or necessary to
make the statements and information contained herein or therein not misleading.



ARTICLE 6.



COVENANTS AND AGREEMENTS OF SELLER



Seller agrees that from the date hereof until the Closing,  and thereafter if so
specified,  to fulfill the following  covenants and agreements  unless otherwise
consented to by Buyer in writing:



6.1.  Schedules.  Seller shall have the  continuing  obligation to supplement or
amend promptly the Seller Disclosure Letter with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or described therein.



ARTICLE 7.



COVENANTS AND AGREEMENTS OF BUYER



Buyer  agrees  that from the date hereof  until the  Closing,  unless  otherwise
consented to by Seller in writing,  it will fulfill the following  covenants and
agreements:



7.1.  Return of Materials.  In the event the  transactions  contemplated by this
Agreement are not  consummated,  for any reason,  Buyer  promptly will return to
Seller all records and information provided to Buyer from Seller, and Buyer will
treat all such records and information as confidential.

7.2.  Schedules.  Buyer shall have the  continuing  obligation  to supplement or
amend promptly the Buyer Disclosure  Letter with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or described therein.

7.3.  Consents and Approvals.  Buyer shall,  in a timely,  accurate and complete
manner,  take all necessary corporate and other action and obtain and deliver at
Closing all consents,  approvals, permits, licenses and amendments of agreements
required of Buyer to carry out the transactions contemplated in this Agreement.

ARTICLE 8.



COVENANTS AND AGREEMENTS OF BOTH SELLER AND BUYER

8.1.  Confidentiality and Disclosure.  Neither party shall, nor shall permit any
of its  representatives  to,  issue  any press  release  or  otherwise  publicly
disseminate any document or other written material relating to this Agreement or
any of the other  transactions  contemplated  by this Agreement  unless (a) each
party  shall have  approved  such press  release or written  material  (it being
understood that neither party shall unreasonably  withhold or delay its approval
of any such press release or written  material),  or (b) a party shall have been
advised by its outside  legal counsel that the issuance of such press release or
the  dissemination of such written material is likely required by any applicable
law or  regulation,  and such  party  shall  have  consulted  with the other and
modified such release so that it is reasonably  acceptable to the other prior to
issuing such press release or  disseminating  such written  material;  provided,
however,  that Buyer shall be entitled to file with the SEC, after the execution
and delivery of this  Agreement,  a report on Form 8-K (together  with a copy of
this  Agreement,  including  the exhibits  hereto) and the press release (all of
which shall have been approved by the other party as described above) announcing
this Agreement. Each party shall use reasonable, diligent efforts to ensure that
none of its representatives makes any public statement, whether oral or written,
that is materially  inconsistent  with any press  release  issued or any written
material approved in advance by any part and publicly disseminated by such party
with respect to this Agreement or with respect to any of the other  transactions
contemplated by this Agreement.  Each party will take all reasonable precautions
to prevent any trading in the securities of any party by any officer,  director,
employee or agent of such party having  knowledge  of any  material  information
regarding  this  Agreement  provided  hereunder,  or any  disclosure by any such
persons to anyone outside of the parties of any material non-public  information
concerning any party or the transactions  contemplated by this Agreement,  until
the information in question has been adequately and publicly disclosed.



ARTICLE 9.

CONDITIONS TO BUYER'S OBLIGATIONS



All obligations of Buyer hereunder are subject to the  fulfillment,  prior to or
at the Closing, of each of the following conditions:



9.1. Representations and Warranties.  The representations and warranties made by
Seller in this Agreement and the statements  contained in the Seller  Disclosure
Letter  and  in the  Schedules  attached  hereto  or in  any  instrument,  list,
certificate or writing  delivered by Seller  pursuant to this Agreement shall be
true in all material respects when made and at and as of the time of the Closing
as  though  such  representations  and  warranties  were  made  at and as of the
Closing.

9.2. Performance by Seller. Seller shall have performed and complied with all
covenants, agreements, obligations and
     ---------------------
conditions required by this Agreement to be so complied with or performed.

9.3. Certificate of Seller. Seller shall have delivered to Buyer a certificate,
dated the Closing Date, certifying as to
     ---------------------
the fulfillment of the conditions specified in Sections 9.1 and 9.2 hereof.



9.4. Closing Deliveries. All other documents and items specified in this
Agreement to be delivered by Seller at the
     ------------------
Closing shall be so delivered, and shall be in form and substance satisfactory
to Buyer and its counsel.

9.5.  Consents and  Approvals.  Buyer shall have received  from Seller  executed
counterparts of all consents  required for the  consummation of the transactions
contemplated hereby,  including without limitation all consents of third parties
relating to the Stock or the Assumed Liabilities, all of which consents shall be
in form and substance satisfactory to Buyer and its counsel.



ARTICLE 10.

CONDITIONS TO SELLER'S OBLIGATIONS



All  obligations of Seller under this Agreement are subject to the  fulfillment,
prior to or at the Closing, of each of the following conditions:



10.1. Representations and Warranties. The representations and warranties made by
Buyer in this  Agreement and the  statements  contained in the Buyer  Disclosure
Letter  and  in the  Schedules  attached  hereto  or in  any  instrument,  list,
certificate or writing  delivered by Buyer  pursuant to this Agreement  shall be
true in all material respects when made and at and as of the time of the Closing
as  though  such  representations  and  warranties  were  made  at and as of the
Closing.

10.2. Performance by Buyer. Buyer shall have performed and complied with all
agreements, obligations and conditions
      --------------------
required by this Agreement to be so complied with or performed.

10.3. Certificate of Buyer. Buyer shall have delivered to Seller a Certificate,
dated the Closing Date, certifying as to
      --------------------
the fulfillment of the conditions specified in Sections 10.1 and 10.2 hereof.

10.4. Closing Deliveries. All other documents and items specified in this
Agreement to be delivered by Buyer at the
      ------------------
Closing shall be so delivered, and shall be in form and substance satisfactory
to Seller and its counsel.

10.5.  Consents and  Approvals.  Seller shall have received from Buyer  executed
counterparts of all consents  required for the  consummation of the transactions
contemplated hereby,  including without limitation all consents of third parties
relating to the Stock or the Assumed Liabilities, all of which consents shall be
in form and substance satisfactory to Seller and its counsel.






<PAGE>






ARTICLE 11.



INDEMNIFICATION



11.1.  Indemnification by Seller. Seller hereby agrees to defend,  indemnify and
hold harmless Buyer,  and each of Buyer's  stockholders,  affiliates,  officers,
directors,  employees,  agents,  successors  and assigns  ("Buyer's  Indemnified
Persons") and shall reimburse Buyer's  Indemnified Persons for, from and against
each claim, loss,  liability,  cost and expense  (including without  limitation,
interest, penalties, costs of preparation and investigation,  and the reasonable
fees,   disbursements   and  expenses  of  attorneys,   accountants   and  other
professional advisors) (collectively, "losses"), directly or indirectly relating
to, resulting from or arising out of:

(a) Any untrue representation, misrepresentation, breach of warranty or
non-fulfillment of any covenant,
agreement or other  obligation by or of Seller  contained  herein,  any Schedule
hereto or in any certificate, document or instrument delivered to Buyer pursuant
hereto;

(b) Any other loss incidental to any of the foregoing.



11.2.  Indemnification  by Buyer.  Buyer hereby agrees to defend,  indemnify and
hold harmless Seller, and each of Seller's stockholders,  affiliates,  officers,
directors,  employees,  agents,  successors and assigns  ("Seller's  Indemnified
Persons") and shall reimburse Seller's Indemnified Persons for, from and against
losses directly or indirectly relating to, resulting from or arising out of:

(a) Any untrue representation, misrepresentation, breach of warranty or
nonfulfillment of any covenant,
agreement or other obligation by Buyer contained herein or in any certificate,
document or instrument delivered to Seller pursuant
hereto; and

(b) Any other loss incidental to the foregoing.



11.3.  Survival.  All representations and warranties by the parties contained in
this Agreement or in any certificate delivered pursuant hereto shall survive the
Closing  and any  investigation  at any time  made by or on  behalf of any party
hereto  solely for purposes of Section 11.1 and 11.2 and shall  terminate on the
date which is twelve months after the Closing Date.



NOTWITHSTANDING THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
CONSEQUENTIAL  OR INCIDENTAL  DAMAGE IN CONNECTION  WITH THE PERFORMANCE OF THIS
AGREEMENT EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND THIS
AGREEMENT  INCLUDES ALL  REPRESENTATIONS  AND  WARRANTIES  GIVEN BY ONE PARTY TO
ANOTHER,  EACH PARTY HEREBY WAIVING ANY IMPLIED WARRANTIES SUCH AS WARRANTIES OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  COURSE OF DEALING OR TRADE
PRACTICE.



ARTICLE 12.



TERMINATION OF AGREEMENT



12.1. Termination of Agreement. This Agreement may be terminated at any time
 prior to the Closing:
      ------------------------

(a) By mutual agreement of Seller and Buyer.

(b) By Buyer, if there has been a material violation or breach by Seller of any
of the agreements,
representations  or warranties  contained in this  Agreement  which has not been
waived in  writing,  or if any of the  conditions  set forth in Article 9 hereof
have not been  satisfied  by the  Closing or have not been  waived in writing by
Buyer.

(c) By Seller, if there has been a material violation or breach by Buyer of any
of the agreements,
representations  or warranties  contained in this  Agreement  which has not been
waived in  writing,  or if any of the  conditions  set forth in Article 9 hereof
have not been  satisfied  by the  Closing or have not been  waived in writing by
Seller.

(d) By  either  Buyer  or  Seller,  if the  transactions  contemplated  by  this
Agreement shall not have been consummated on or before October 15, 2000.

(e) By either Buyer or Seller,  if the other makes an assignment for the benefit
of creditors,  files a voluntary  petition in bankruptcy or seeks or consents to
any  reorganization or similar relief under any present or future bankruptcy act
or similar law, or is  adjudicated a bankrupt or insolvent,  or if a third party
commences  any  bankruptcy,  insolvency,  reorganization  or similar  proceeding
involving the other.





ARTICLE 13.



MISCELLANEOUS ARTICLE



13.1.  Fees and Expenses.  All fees and expenses  incurred by Seller,  including
without  limitation  legal  fees  of  its  retained  counsel  and  expenses,  in
connection with this Agreement will be borne by Seller and all fees and expenses
incurred by Buyer,  including without  limitation,  legal fees and expenses,  in
connection with this Agreement will be borne by Buyer.

13.2. Assignability:  Parties in Interest.  Neither Buyer nor Seller may assign,
transfer or otherwise  dispose of any of its rights hereunder  without the prior
written  consent  of the other  party.  Any such  assignee  shall  assume all of
Assignor's  duties,  obligations and  undertakings  hereunder,  but the assignor
shall remain liable  thereunder.  All the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by
the respective heirs, successors,  assigns and legal or personal representatives
of the parties hereto.

13.3. Allocation of Purchase Price. The Purchase Price for the Stock shall be
allocated as set forth in Schedule 13.3
      ----------------------------
attached hereto. The parties hereto agree to follow such allocation for Federal
 and State income tax purposes.

13.4.  Entire  Agreement:  Amendments.  This Agreement,  including the exhibits,
Schedules,  lists  and  other  documents  and  writings  referred  to  herein or
delivered  pursuant  hereto,  which  form a part  hereof,  contains  the  entire
understanding  of the parties with respect to its subject  matter.  There are no
restrictions,  agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein.  This Agreement supersedes all
prior  agreements  and  understandings  between the parties  with respect to its
subject matter.  This Agreement may be amended only by a written instrument duly
executed by all parties or their respective heirs, successors,  assigns or legal
personal  representatives.  Any condition to a party's obligations hereunder may
be waived but only by a written  instrument  signed by the party entitled to the
benefits  thereof.  The  failure  or delay of any  party at any time or times to
require  performance  of any provision or to exercise its rights with respect to
any provision  hereof,  shall in no manner operate as a waiver of or affect such
party's right at a later time to enforce the same.

13.5. Headings. The section and paragraph headings contained in this Agreement
are for reference purposes only and shall
      --------
not affect in any way the meaning or interpretations of this Agreement.



13.6. Severability. The invalidity of any term or terms of this Agreement shall
not affect any other term of this
      ------------
Agreement, which shall remain in full force and effect.

13.7. Notices. All notices,  requests,  claims, demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered in person,  by electronic  facsimile  transmission,  cable,  telegram,
telex,  or other standard form of  telecommunications,  by overnight  courier or
registered or certified  mail,  postage  prepaid,  return  receipt  requested as
follows:



If to Buyer: E-City Software

Anis Jessa

1201 First Avenue South

Suite 330

Seattle, WA 98134

(206) 264-9715 Tel

(520) 441-8755 Fax



If to Seller: Butterfly Software

Daryl Brooks

#302 - 343 Railway Street

Vancouver, B.C. Canada V6A 1A4

(604) 605-1130 Tel

(604) 605-1132 Fax







or to such other  address as any party may have noticed to the others in writing
in accordance  herewith,  except that notices of change of address shall only be
effective upon receipt.



13.8. Governing Law This Agreement shall be governed by and construed and
enforced in accordance with the laws of the
      --------------
State of Nevada, without regard to its conflict of laws rules. Venue shall be
 Clark County, Nevada.



13.9.   Counterparts.   This  Agreement  may  be  executed   simultaneously   in
counterparts,  with the same effect as if the signatories  executing the several
counterparts had executed one counterpart;  provided,  however, that the several
executed  counterparts  shall together have been signed by Buyer and Seller. All
such  executed   counterparts  shall  together   constitute  one  and  the  same
instrument.




<PAGE>






IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by duly
authorized officers of Buyer and Seller on the date first above written.



BUYER:



E-City Software, INC.





By: /s/ Anis Jessa



Title: President



SELLER:



Butterfly Software, Inc.



By: /s/ Daryl Brooks








<PAGE>










STOCK PURCHASE AGREEMENT



BY AND BETWEEN



E-City Software , INC.



AND

Butterfly Software, Inc.



August 10, 2000



Source: OneCLE Business Contracts.