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<SEC-DOCUMENT>0000314227-02-000002.txt : 20021002
<SEC-HEADER>0000314227-02-000002.hdr.sgml : 20021002
<ACCEPTANCE-DATETIME>20021002112935
ACCESSION NUMBER:		0000314227-02-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020912
ITEM INFORMATION:		Changes in control of registrant
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RPS GROUP INC
		CENTRAL INDEX KEY:			0000314227
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
		IRS NUMBER:				591947988
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09908
		FILM NUMBER:		02779319

	BUSINESS ADDRESS:	
		STREET 1:		HAROLD W PAUL LLC
		STREET 2:		1465 POST OAK RD E
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032568005

	MAIL ADDRESS:	
		STREET 1:		HAROLD W PAUL LLC
		STREET 2:		1465 POST OAK RD. E.
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DAUPHIN INC
		DATE OF NAME CHANGE:	19940818
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>rps_8k-092602.txt
<DESCRIPTION>FORM 8-K
<TEXT>


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                                   FORM 8-K

                                CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 12, 2002


                                RPS GROUP, INC.
                      (Formerly RPS Enterprises, Inc.)
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                         Commission File No. 2-68443


                Florida                                 59-1947988
- ----------------------------------------  --------------------------------------
       (State of incorporation)            (IRS Employer Identification Number)


        c/o Harold W. Paul, LLC
   1465 Post Road East, Westport, CT                      06880
- ----------------------------------------  --------------------------------------
(Address of principal executive offices)                (Zip Code)


                                 (203) 256-8005
             ------------------------------------------------------
                     (Telephone number, including area code)


                  30 Jericho Turnpike, Commack, New York 11725
             ------------------------------------------------------
                    (Former address changed from last report)




<PAGE>


Item 1.   Change in Control

     On September 12, 2002, a closing occurred pursuant to a Stock Purchase
Agreement by and between the former control person of the registrant as seller
and Wilton Capital Corp. as purchaser, pursuant to which Wilton Capital Corp.
acquired control of the registrant.  The amount of consideration was $25,000
and the source thereof was the purchaser's cash on hand.  The percentage
holding of securities of the registrant now beneficially owned directly by the
person who acquired control is 62.3%.  Control was purchased from the
affiliated stockholder of the registrant- Ronald Sorci.

Item 5.   Other Events

     On September 10, 2002 Ronald Sorci and Paul Sorci, the directors of the
registrant resigned.

Item 7.   Financial Statements and Exhibits.

     Exhibit 1.  Stock Purchase Agreement


                                SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  September 26, 2002
                                   RPS Group, Inc.
                                   Registrant


                                   By: /s/ Harold W. Paul
                                   --------------------------------------------
                                           Harold W. Paul, Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>rps_exhibit1.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>


                    STOCK PURCHASE AGREEMENT

      THIS  STOCK PURCHASE AGREEMENT dated as of August 20,  2002
(this "Agreement") is made among RPS Enterprises, Ltd., a Florida
corporation   (the   "Company"),  Paul  Sorci   and   Ron   Sorci
(collectively, the "Shareholders"), and Wilton Capital Corp.,  a
Delaware company (the "Purchaser").

RECITALS:

      A.   The Company is a Florida corporation having, as of the
date hereof, authorized capital stock in the amount of 20,000,000
shares  of  common  stock, par value $.01,  of  which  11,272,221
shares  have  been  issued  and are  currently  outstanding.  The
Company's  shares  of  capital stock are  sometimes  referred  to
herein  as  the "Shares." As of the date hereof, the Shareholders
own 7,800,000 Shares (the "Sorci Shares"), allocated between them
as set forth on Exhibit A attached hereto and incorporated herein
by this reference.

      B.        The Shareholders desire to sell and the Purchaser
desires to purchase 7,020,000 (90%) of the Sorci Shares, and  the
parties  otherwise desire to consummate certain  transactions  as
set  forth  in this Agreement upon the terms and subject  to  the
conditions set forth in this Agreement.

AGREEMENT:

      NOW,  THEREFORE, in consideration of the premises  and  the
respective  agreements hereinafter set forth and for  other  good
and  valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1.    Definitions

     "Closing Date" shall have the meaning specified in Section 3
hereof

     "Knowledge"   shall   mean   actua1   knowledge   without
investigation.

     "Person" shall mean an individual, corporation, partnership,
joint  venture,  trust  or  unincorporated  organization,  or   a
government or agency or political subdivision thereof,  or  other
entity.

2.   Company Restructuring: Purchase and Sale of Sorci Shares

      2.1   Restructuring of Company.  Prior to the Closing Date,
and   as  a  condition  precedent  to  the  consummation  of  the
transactions  contemplated hereby, the Shareholders  shall  cause
the  Company  to  be  reinstated in the  State  of  Florida.  All
documents  will be prepared by Purchaser's counsel and the  funds
necessary to do so are being paid by the Purchaser.

      2.2       Purchase and Sale of Sorci Shares. On the Closing
Date,  and upon the terms and subject to the conditions set forth
in  this Agreement, the Shareholders shall sell to Purchaser  and
Purchaser  shall purchase 90% or 7,020,000 of the  Sorci  Shares.
The  purchase price for the Sorci Shares shall be $25,000 in  the
aggregate to be disbursed equally between Paul and Ron Sorci  and
shall  be  payable in immediately available funds at the Closing.
Subject  to  the  terms  and conditions of this  Agreement,  each
Shareholder  shall  deliver  to Purchaser  on  the  Closing  Date
(against  payment of the purchase price therefore),  certificates
representing  7,020,000 of the Sorci Shares to be  sold  by  such
Shareholders,  duly  endorsed for transfer, or  with  appropriate
stock  powers  duly executed in blank attached.  The  balance  of
780,000  shares  shall  be reissued to  Paul  and  Ron  Sorci  in
certificates   of  390,000  shares  each.   The  Purchaser   will
additionally  pay  all expenses associated with this  transaction
including  legal expenses, past due Florida franchise  taxes  and
transfer agent fees.

3.        The Closing

      Upon  the terms and subject to the conditions set forth  in
this  Agreement, the consummation of the purchase  and  sale  and
other transactions provided for herein (the "Closing") shall take
place  at  the offices of the Company's counsel, Harold W.  Paul,
Esq.  1465  Post Road East, Westport, Connecticut, on  or  before
September  15, 2002, or at such other time and place  as  may  be
mutually agreed upon by the parties. The date and time of Closing
are  herein  referred to as the "Closing Date" In the event  that
the  Closing  has not occurred on or before September  30,  2002,
this  Agreement shall be subject to termination as set  forth  in
Section 11.11.

4.   Closing Obligations

      On  the  Closing  Date, the parties  shall  consummate  the
transactions  contemplated  hereby,  which  shall   include   the
execution of the instruments and documents described in  Sections
8.3 and 9.3 of this Agreement.

5.   Shareholders' Representations, Warranties and Covenants.

      As  of  the Closing, each Shareholder jointly and severally
represent  and  warrant to, and covenant with, the Purchaser,  as
follows:

      5.1        Title to Sorci Shares. Each Shareholder  is  the
beneficial  and  record owner of the respective number  of  Sorci
Shares  set forth in Recital A above and has good title  to  such
Sorci  Shares,  free and clear of all liens, security  interests,
claims, charges, equities, pledges and encumbrances of any  kind.
The Sorci Shares have been duly and validly issued and constitute
fully paid, nonassessable Shares.

      5.2        Shareholder Authority. Each Shareholder,  acting
alone, has full right, power and authority to sell, transfer  and
deliver  to the Purchaser the full legal and beneficial ownership
in  the  Shares to be sold by such Shareholder pursuant  to  this
Agreement and to consummate the transactions contemplated herein.
This  Agreement has been duly and validly executed and  delivered
by  such Shareholder and is a legal, valid and binding obligation
of  such  Shareholder enforceable in accordance with  its  terms.
Neither  the  execution and delivery of this  Agreement  nor  the
consummation   of  the  transactions  contemplated   hereby   nor
compliance by such Shareholder with any of the provisions  hereof
will  (i) result in any conflict with, breach of, or default  (or
give   rise   to  any  right  of  termination,  cancellation   or
acceleration) under any of the terms, conditions or provisions of
any  note, bond, mortgage, indenture or warrant or any franchise,
license,  permit, agreement or other instrument or obligation  to
which such Shareholder is a party or by which such Shareholder or
any of his properties or assets may be bound, or (ii) violate any
order, writ, injunction, judgment, decree, law, statute, rule  or
regulation  applicable  to  such  Shareholder,  or  any  of   his
properties  or  assets. No action, consent  or  approval  by,  or
filing  with,  any third party or any federal, state,  municipal,
foreign or other court or governmental or administrative body  or
agency,  or  any  other  regulatory or self-regulatory  body,  is
required  in connection with the execution and delivery  by  such
Shareholder  of  this  Agreement  or  the  consummation  by  such
Shareholder of the transactions contemplated hereby,  other  than
the   consent  of  the  shareholders  of  the  Company   to   the
transactions described in Section 2.1 hereof.

      5.3   No  Bankruptcy, etc. There has  not  been  filed  any
petition or application, or any proceedings commenced which  have
not  been  discharged, by or against such Shareholder  under  any
law, domestic or foreign, relating to bankruptcy, reorganization,
compromise,  arrangements, insolvency, readjustment  of  debt  or
creditors  rights, and no assignment for the benefit of creditors
has been made by such Shareholder.

      5.4   Shareholder  Agreements. There are  no  voting  trust
agreements  or  any  other  contracts, agreements,  arrangements,
commitments,   plans   or  understandings,   written   or   oral,
restricting  or  otherwise relating to voting or dividend  rights
with respect to the Shares owned by such Shareholder or otherwise
granting any person any right in respect of such Shares.

       5.5    Litigation.  There  is  no  claim,  action,   suit,
proceeding,  arbitration, investigation  or  inquiry  before  any
federal, state, municipal, foreign or other court or governmental
or  administrative body or agency, any securities or  commodities
exchange,  other  regulatory  body  or  any  private  arbitration
tribunal now pending, or threatened, against or relating to  such
Shareholder.

      5.6       Further Assurances. Each Shareholder will execute
and  deliver,  or  cause  to  be  executed  and  delivered,  such
additional  or  further transfers, assignments, endorsements  and
other instruments as the Purchaser may reasonably request for the
purpose of effectively carrying out the transfer of the Shares by
such  Shareholder  to  the Purchaser and the  other  transactions
contemplated by this Agreement.

     5.7  Survival. All representations, warranties and covenants
made  by  the Shareholders in this Agreement are true and correct
in  all  material respects as of the date hereof and  as  of  the
Closing.  All covenants, representations and warranties  made  by
the  Shareholders  shall survive the Closing of the  transactions
contemplated hereby.

6.   Purchasers Representations. Warranties and Covenants.

      The  Purchaser  represents and warrants to,  and  covenants
with, the Shareholders as follows:

      6.1   Organization and Standing.  The Purchaser  (i)  is  a
Delaware  company duly organized, validly existing  and  in  good
standing  under  Delaware  law,  and  (ii)  has  full  power  and
authority  to  execute and deliver this Agreement and  the  other
documents and instruments to be delivered pursuant hereto and  to
consummate  the transactions contemplated hereby.  The  Purchaser
has  delivered  to the Company true, complete and correct  copies
(as  in  effect  as  of  the Closing Date)  of  its  articles  of
incorporation.

     6.2       Authority of Purchaser. The execution and delivery
by  the  Purchaser of this Agreement and the consummation of  the
transactions  contemplated  hereby  to  be  consummated  by   the
Purchaser have been or will be duly and validly authorized by all
necessary action on the part of the Purchaser. This Agreement has
been duly and validly executed and delivered by the Purchaser and
is a valid and binding obligation of the Purchaser enforceable in
accordance with its terms.

      6.3       Litigation. To the best of Purchaser's knowledge,
there   is  no  claim,  action,  suit,  proceeding,  arbitration,
investigation  or  inquiry before any federal, state,  municipal,
foreign or other court or governmental or administrative body  or
agency,  any securities or commodities exchange, other regulatory
body  or  any  private  arbitration  tribunal  now  pending,   or
threatened,  against  or  relating to the  Purchaser  that  would
adversely  affect the ability of the Purchaser to consummate  the
transactions contemplated by this Agreement.

     6.4  Survival. All representations, warranties and covenants
made  by the Purchaser in this Section 6 are true and correct  in
all  material  respects  as of the date  hereof  and  as  of  the
Closing.  All covenants, representations and warranties  made  by
the  Purchaser  shall  survive the Closing  of  the  transactions
contemplated hereby.

7.   Company's Representations Warranties and Covenants.

      The  Shareholders and the Company, jointly  and  severally,
represent and warrant to, and covenant with, the Purchaser as  of
the Closing as follows:

      7.1   Organization and Standing of the Company. As  of  the
Closing  Date,  the Company (a) is a corporation duly  organized,
validly  existing and in good standing under the laws of Florida;
and  (b) has the corporate power and corporate authority  to  own
its property and carry on its business as presently conducted and
possesses all rights, privileges, franchises, licenses,  permits,
authorizations   and   approvals,   governmental   or   otherwise
necessary,  to entitle it to use its corporate name and  to  own,
lease or otherwise hold its properties and assets and to carry on
its  business as presently conducted or proposed to be conducted.
The Company has delivered to Purchaser true, complete and correct
copies  (as  in  effect as of the Closing Date)  of  its  charter
documents,  bylaws,  stock certificate  and  transfer  books  and
minute books.

      7.2   Capital Stock of the Company. As of the date  hereof,
the   authorized  capital  stock  of  the  Company  consists   of
20,000,000  shares  of common stock, $.01  par  value,  of  which
11,272,221  shares are duly and validly issued  and  outstanding,
fully  paid and nonassessable. There are no outstanding warrants,
options,  agreements, convertible or exchangeable  securities  or
other  commitments pursuant to which the Company is or may become
obligated  to issue, sell, purchase, retire or redeem any  shares
of  capital stock or other securities and, immediately  prior  to
Closing,  there  shall be no such outstanding warrants,  options,
agreements, convertible or exchangeable securities or other  such
commitments.

     7.3  Subsidiaries. The Company has no subsidiaries.

     7.4  Financial Statements and Information.

           (a)   The  Company  has no current  audited  financial
statements and has not had any financial statements for a  period
in excess of five (5) years.

            (b)   Any  unaudited  financial  statements  are   in
accordance  with  the books and records of the Company  and  have
been  prepared using reasonable accounting standards. During  the
time covered by the financial statements, there has not been  any
material change in accounting methods principles or practices  of
the Company except as may be otherwise noted therein. The Company
has  no  material  liabilities (whether or  not  required  to  be
disclosed  on  a  balance  sheet  prepared  in  accordance   with
generally  accepted accounting principles) not disclosed  on  the
financial statements described above or otherwise.

     7.5  Absence of Certain Material Changes. The Company has no
material   business   operations  and  no  assets   or   material
liabilities  other than past due legal expenses, franchise  taxes
and transfer agent fees.

     7.6  Taxes.

           (a)   The  Company is delinquent in  its  tax  filings
including Florida State franchise taxes.  Purchaser has agreed to
pay  the taxes in order to reinstate the Company in Florida.  Any
unpaid federal or state withholding or sales taxes will remain an
obligation of the Sellers and survive the Closing in accord  with
Section 10.2 of this Agreement.

           (b)   No tax return of the Company is currently  under
examination  by the Internal Revenue Service or any other  taxing
authority,  nor  is  the Internal Revenue Service  or  any  other
taxing  authority (whether domestic or foreign) now asserting  or
threatening   to  assert  against  the  Company  any  adjustment,
deficiency  or claim for additional taxes or interest thereon  or
penalties in connection therewith.

      7.7   Contracts.  The Company has no material contracts  to
which  the  Company is a party, or by which the  Company  or  its
assets is bound.

     7.8  Employees and Related Matters.

           (a)   Schedule 7.8 hereto sets forth, as of  the  date
hereof; a list of all directors and officers of the Company.  The
Company  has  no employees.  Except as disclosed in Schedule  7.8
hereto,  none  of such persons owns, directly or  indirectly,  an
interest  in,  or  is  a director, officers or  employee  of,  or
consultant  to,  any  competitor, supplier  or  customer  of  the
Company  or  is subject to any non-competition or confidentiality
agreement with any third party in relation to the business of the
Company.

      7.9        Litigation.  There is no  claim,  action,  suit,
proceeding,  arbitration, investigation  or  inquiry  before  any
federal, state, municipal, foreign or other court or governmental
or  administrative body or agency, any securities or  commodities
exchange,  other  regulatory  body  or  any  private  arbitration
tribunal,  relating to or affecting the Company, or any director,
officer or other employee thereof in his capacity as such, or the
assets, properties or business of the Company or the transactions
contemplated by this Agreement. The Company has not been a  party
to any such proceedings at any time during the past three years.

      Neither  the Company nor any of its officers, directors  or
employees, currently is, or within the last three calendar  years
has  been,  permanently or temporarily enjoined or prohibited  by
order,  judgment  or  decree  of any  court  of  governmental  or
administrative body or agency, or any other regulatory body, from
engaging  in or continuing any conduct or practice in  connection
with the business engaged in by the Company.

     The Company is not subject to any order, writ, injunction or
decree  of  any court or governmental or administrative  body  or
agency or any other regulatory body.

      7.10  Accuracy of Information. To the best of the knowledge
of  the Company, the information contained in this Agreement  and
the  Schedules and the certificates delivered by the  Company  or
its  agents  to  the Purchaser or its agents pursuant  hereto  is
true, complete and correct in all material respects.

      7.11  Authority  of  the Company.   The  Company  has  fu1l
corporate power and authority to enter into this Agreement and to
carry out its obligations hereunder. The execution., delivery and
performance of this Agreement by the Company has been (or  as  of
the  Closing Date will have been) duly and effectively authorized
and  approved by all requisite corporation action of the Company,
and  no  other  Corporate act or proceeding on the  part  of  the
Company  is necessary to authorize this Agreement or any  of  the
transactions  contemplated hereby. This Agreement  constitutes  a
valid  and  legally  binding obligation of the  Company  and  the
Shareholders.  Neither the Shareholders nor the Company  has  any
obligation, absolute or contingent, to any Person to sell any  of
its assets (other than in the ordinary course of business) or  to
effect  any merger, consolidation or other reorganization  or  to
enter  into  any  agreement  with respect  thereto.  Neither  the
execution and delivery of this Agreement nor the consummation  of
the  transactions  contemplated  hereby  nor  compliance  by  the
Shareholders  and  the Company with any of the provisions  hereof
will  (i)  conflict with, or result in any breach of, or  default
(or  give  rise  to  any  right of termination,  cancellation  or
acceleration) under any of the terms, conditions or provisions of
any  note,  bond, mortgage, indenture, lease, security agreement,
lien  or  warrant  or any contract, franchise,  license,  permit,
agreement or other instrument or obligation to which the  Company
is  a  party or by which any of its properties or assets  may  be
bound  or  (ii)  violate  any order, writ, injunction,  judgment,
decree,  applicable to the Company or any of  its  properties  or
assets  in  a manner that will have a material adverse effect  on
the  Company;  or  (iii)  to the best of  the  knowledge  of  the
Company,  violate any law, statute, rule or regulation applicable
to  the  Company or any of its properties or assets in  a  manner
that  will  have  a material adverse effect on  the  Company.  No
action,  consent  or  approval by, or filing  with  any  federal,
state,  municipal,  foreign or other  court  or  governmental  or
administrative body or agency, or any other regulatory  body,  is
necessary  to  be  obtained  or  made  by  the  Company  for  the
consummation of the transactions contemplated by this Agreement.

     7.12 Survival. All representations, warranties and covenants
made by the Company in this Section 7 are true and correct in all
material  respects as of the date hereof and as of  the  Closing.
All covenants, representations and warranties made by the Company
shall  survive  the  Closing  of  the  transactions  contemplated
hereby.

8.   Conditions Precedent to Obligations of the Purchaser.

      Notwithstanding any other provisions of this Agreement, the
Purchaser's    obligation   to   consummate   the    transactions
contemplated hereby shall be subject to the fulfillment, prior to
or at the Closing, of each of the following conditions precedent,
any  of which may be waived by the Purchaser (and shall be deemed
waived  upon  Closing  to the extent the  Purchaser  closes  with
knowledge that the condition is not satisfied).

      8.1        Accuracy of Representations and Warranties.  The
representations  and  warranties  of  each  Shareholder  and  the
Company  contained  in this Agreement or in  any  certificate  or
other document executed and delivered to Purchaser or its counsel
in  connection  with the transactions contemplated hereby  shall,
when  made  and at and as of the Closing, be true,  complete  and
correct in all material respects

      8.2   Performance by Shareholders and Company. The  Company
and  each Shareholder shall have duly performed and complied with
all  terms, agreements and conditions required by this  Agreement
to  be  performed  or  complied with by it prior  to  or  at  the
Closing.

     8.3  Closing Documents. The Shareholders and the Company, as
applicable, shal1 have tendered:

           (a)   resolutions  of the Company's  shareholders  and
Board   of   Directors  authorizing  this   Agreement   and   the
transactions described in Section 2.1 hereof;

           (b)   certificates of the Shareholders and the Company
certifying the accuracy of the representations and warranties set
forth in Section 5 and Section 7, respectively, as of the Closing
and the compliance by the Shareholders and the Company with their
respective obligations hereunder;

           (c)  the certificates evidencing the Sorci Shares duly
endorsed for transfer, or accompanied by appropriate stock powers
duly executed;

           (d)   such  other  documents as the Purchaser  or  its
counsel  may reasonably request, all of which shall be reasonably
satisfactory to Purchaser and its counsel in form and  substance;
and

           (e)   a good standing certificate dated within 10 days
of the Closing Date.

      8.4   Corporate Proceedings: Documents. All  corporate  and
other proceedings of the Company, and if any are required, of the
Shareholders in connection with this Agreement, and all documents
and instruments incident hereto, shall be reasonably satisfactory
in  substance  and in form to the Purchaser and its counsel,  and
the  Purchaser  and  its  counsel shall have  received  all  such
documents  and  instruments,  or  copies  thereof,  certified  if
requested,  as they shall have reasonably requested. Any  changes
to   the   Exhibits  or  Schedules  hereto  shall  be  reasonably
acceptable to the Purchaser.

      8.5   Legal Proceedings. There shall not be any  actual  or
threatened   action  or  proceeding  by  or  before  any   court,
administrative agency or other governmental body that (a) in  the
reasonable view of the Purchaser has a reasonable probability  of
success  on  the  merits and (b) seeks to restrain,  prohibit  or
invalidate  the  execution,  delivery  or  performance  of   this
Agreement  and the transactions contemplated hereby. There  shall
not  be  in effect any judgment, injunction or restraining  order
issued  by  a  court of competent jurisdiction in  an  action  or
proceeding  against the consummation of transactions contemplated
hereby.

      8.6   Consents and Approvals. All consents, authorizations,
and  approvals  necessary in connection with the consummation  by
the  Company or the Shareholders of the transactions contemplated
by  this Agreement shall have been obtained or satisfied, and any
such consents, authorizations and approvals shall be in form  and
substance  reasonably  satisfactory  to  the  Purchaser  and  its
counsel.

9.   Conditions Precedent to Obligations of Company.

      Notwithstanding any other provision of this Agreement,  the
obligations of the Company and the Shareholders to consummate the
transactions  contemplated  hereby  shall  be  subject   to   the
fulfillment, prior to or at the Closing of each of the  following
conditions  precedent, any of which may be waived by the  Company
and the Shareholders (and shall be deemed waived upon Closing  in
the  event  that  the  Company and the  Shareholders  close  with
knowledge that the condition is not satisfied):

       9.1   Accuracy  of  Representations  and  Warranties.  The
representations and warranties of the Purchaser contained in this
Agreement or in any document or instrument executed and delivered
to  the  Shareholders, the Company or its counsel  in  connection
with  the transactions contemplated hereby pursuant to Section  4
shall,  when made and at and as of the Closing, be true, complete
and correct in all material respects.

     9.2  Performance by Purchaser. The Purchaser shall have duly
performed  and complied in all material respects with all  terms,
agreements  and  conditions required  by  this  Agreement  to  be
performed or complied with by it prior to or at the Closing.

     9.3  Closing Documents. Purchaser shall have tendered:

           (a)   authorizing resolutions of the Purchaser's Board
of  Directors  or  managers authorizing this  Agreement  and  the
transactions contemplated hereby; and

           (b)   a  certificate of the Purchaser  certifying  the
accuracy  of  the  representations and warranties  set  forth  in
Section  6  as of the Closing and the compliance by the Purchaser
with its obligations hereunder.

      9.4   Corporate Proceedings: Documents. All  corporate  and
other proceedings of the Purchaser, and if any are required,  and
all   documents  and  instruments  incident  hereto,   shall   be
reasonably  satisfactory  in  substance  and  in  form   to   the
Shareholders,  the Company and its counsel, and the Shareholders,
the  Company  and  its  counsel  shall  have  received  all  such
documents  and  instruments,  or  copies  thereof;  certified  if
requested,  as they shall have reasonably requested. Any  changes
to   the   Exhibits  or  Schedules  hereto  shall  be  reasonably
acceptable to the Shareholders and the Company.

      9.5   Legal Proceedings. There shall not be any  actual  or
threatened   action  or  proceeding  by  or  before  any   court,
administrative agency or other governmental body which (a) in the
reasonable  view  of  the Shareholders  and  the  Company  has  a
reasonable probability of success on the merits and (b) seeks  to
restrain,  prohibit  or  invalidate the  execution,  delivery  or
performance  of this Agreement and the transactions  contemplated
hereby. There shall not be in effect any judgment, injunction  or
restraining order issued by a court of competent jurisdiction  in
an  action or proceeding against the consummation of transactions
contemplated hereby.

10.  Indemnification.

      10.1       Mutual  Indemnity. Each party ("the Indemnifying
Party")  agrees  to  indemnify each of the  other  parties  ("the
Indemnified Party") against and in respect of:

           (a)   any  and all loss, liability, cost,  expense  or
damage   resulting  from  any  misrepresentation,  breach,   non-
performance  or  inaccuracy  of  any  representation,  indemnity,
warranty,  or  any  covenant by the Indemnifying  Party  made  or
contained  in  this Agreement or in any Schedule  or  certificate
executed  and delivered to the Indemnified Party by or on  behalf
of  the  Indemnifying Party required by this Agreement or any  of
the transactions contemplated herein;

           (b)  any and all costs, expenses (including settlement
payments  made  as  provided  in  this  Agreement),  assessments,
judgments,  incident  to or arising as a result  of  any  breach,
misrepresentation,  non-performance or  inaccuracy  described  in
subsection (a) of this Section; and

           (c)   any and all costs, expenses and all other actual
damages  incurred  by  the Indemnified  Party  in  remedying  any
breach,    misrepresentation,   non-performance   or   inaccuracy
described  above,  including,  by way  of  illustration  and  not
limitation,  all  legal and accounting fees and  expenses,  other
professional  expenses and all filing fees and  collection  costs
incident  thereto and all such fees, costs and expenses  incurred
in  defending claims which, if successfully prosecuted would have
resulted in Damages (as defined herein).

      Any  and all of the foregoing sometimes herein are referred
to collectively as "Damages."

      10.2       Shareholder Indemnification. In addition to  the
foregoing, the Shareholders agree to indemnify Purchaser  against
and  in  respect  of any and all deficiencies, under-payments  of
tax, penalties, additions to tax, interest payments, payments  of
any  taxes  including,  without limitation,  income,  employment,
payroll, F.I.C.A., F.U.T.A., sales, use, trust fund taxes and tax
payments to be withheld, and any and all other costs and expenses
including,  without  limitation, legal and  accounting  fees  and
expenses, relative to examinations, proposed or final adjustments
arising  from  such  examinations and  any  assessments  relating
thereto,  contests, claims, suits or proceedings  respecting  the
determination  of  loss, liability, cost, expense  and/or  damage
resulting from deficiencies in federal, state or local taxes,  in
respect of or directly or indirectly related to or resulting from
the tax computation for any periods ended on or prior to the date
hereof.

11.       Miscellaneous.

      11.1  Amendment  and  Waiver. This  Agreement  may  not  be
amended, supplemented or discharged, and no provision hereof  may
be  modified  or  waived, except expressly by  an  instrument  in
writing  signed by the party to be charged. Any term or provision
of this Agreement may be waived, but only in writing by the party
that  is  entitled  to  the benefit thereof.  No  waiver  of  any
provision  hereof by any party shall constitute a waiver  thereof
by  any  other  party  nor  shall any such  waiver  constitute  a
continuing waiver of any matter by such party.

      11.2      Counterparts.  This Agreement may be executed  in
one or more counterparts, which together shall constitute but one
instrument.

      11.3       Notices.   All notices and other  communications
given in connection herewith shall be in writing and may be given
by any reasonable means and shall be deemed to have been given if
delivered  personally  or sent by registered  or  certified  mail
(return  receipt  requested), postage  prepaid,  or  by  telecopy
(provided that the delivery of such telecopy is confirmed by  the
telecopy  machine)  to  the  parties to  this  Agreement  at  the
addresses (or telecopy numbers as applicable) listed below  their
signatures,  with  copies to the following persons,  or  at  such
other  address (or telecopy number as applicable) for a party  as
shall be specified by like notices:

     (a)  Purchaser:     c/o Harold  W. Paul, Esq.
                         1465 Post Road East
                         Westport, CT 06880
                         Telephone: (203) 256-8005
                         Facsimile: (203) 256-9294
                         E-Mail: hpaul80977@aol.com

     (b)  Company and
          Shareholders:  c/o  Mr.  Paul Sorci
                         15882 Bailey Road
                         Pleasantville, PA 16341
                         Telephone: (814) 589-7042
                         Facsimile: (814) 589-5067
                         E-Mail: c22c@msn.com

                         Mr. Ron Sorci
                         11241 Heron Bay Blvd. #3516
                         Coral Springs, FL 33076
                         Telephone: (305) 770-5466
                         E-Mail: rps0817@aol.com

      All such notices and communications shall be deemed to have
been  given  on  the date of actual delivery to the  address  set
forth  herein,  or  in the case of telecopy, the  date  that  the
telecopy is confirmed as having been received.

      11.4      Assignment. Neither this Agreement nor any right,
remedy,  obligation or liability arising hereunder or  by  reason
hereof shall be assignable by any party to this Agreement without
the prior written consent of the other parties.

       11.5  Entire  Agreement:  Interpretation.  This  Agreement
(including   the  other  agreements,  documents  and  instruments
referred to herein) constitutes the entire agreement between  the
parties  with respect to the subject matter hereof and supersedes
all  prior agreements and undertakings, written and oral. As used
in  this  Agreement, the term "include" or "including"  shall  be
construed as illustrative and not exhaustive.

      11.6  Binding Effect. This Agreement shall be binding  upon
and  inure  to  the benefit of the parties to this Agreement  and
their respective successors and permitted assigns.

      11.7  Expenses. Each party will pay its own closing  costs,
including legal and other professional expenses incurred by  such
party   hereto  in  connection  with  this  Agreement   and   the
transactions  contemplated hereby. Each party  hereto  represents
and  warrants  to the other parties that it has not employed  any
broker or finder in connection with the transactions contemplated
by this Agreement.

     11.8 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

     11.9      Article and Section Headings. The article, section
and  other headings contained in this Agreement are for reference
purposes  only and shall not affect the meaning or interpretation
of this Agreement.

     11.10     Severability. Every provision in this Agreement is
intended  to  be severable.  If any term or provision  hereof  is
illegal or invalid for any reason whatsoever, such illegality  or
invalidity shall not affect the validity of the remainder hereof;
and  the provision held illegal or invalid shall be automatically
amended to most closely approximate the original provision

      11.11     Termination. This Agreement may be terminated  at
any  time prior to the Closing (a) by the mutual consent  of  the
Shareholders   and  the  Purchaser,  and  (b)   by   either   the
Shareholders or the Purchaser if a material condition to  Closing
shall  not  have  been fulfilled or waived and as  a  result  the
Closing  shall not have occurred on or before September 30,  2002
provided that a party who is at fault for the lack of fulfillment
of the condition shall not be entitled to terminate.

      11.12  Confidentiality. Whether or not the Closing  occurs,
the   parties  hereto  shall  keep  confidential  all  non-public
technical, business, financial and other information disclosed in
connection  with this Agreement and the transactions contemplated
hereby,  and  shall not, directly or indirectly, use or  disclose
such   information,  except  as  necessary  to   consummate   the
transactions contemplated hereunder, without the written  consent
of the party by or for whom such information was provided.

      11.13      Further Acts and Instruments. The parties hereto
shall  do  such further acts and execute such further instruments
as  may  be reasonably necessary to effectuate the provisions  of
this Agreement

                    [SIGNATURE PAGE FOLLOWS]


      IN  WITNESS  WHEREOF, each party hereto has  executed  this
Agreement as of the day and year first above written.


RPS Enterprises, Ltd.              Wilton Capital Corp.

By: /s/ Paul Sorci                 By: /s/ Harold W. Paul
- ------------------------------     ------------------------------
   Title: Director                   Title: Director

   Name: Paul Sorci                  Name:  Harold W. Paul

Address for notices:               Address for notices:
RPS Enterprises, Ltd.              Wilton Capital Corp.
c/o Paul Sorci                     c/o Harold W. Paul, Esq.
15882 Bailey Road                  1465 Post Road East
Pleasantville, PA16341             Westport, CT 06880


       /s/ Ron Sorci                      /s/ Paul Sorci
- ------------------------------     ------------------------------
           Ron Sorci                          Paul Sorci

Address for notices:               Address for notices:

Mr. Ron Sorci                      Mr. Paul Sorci
11241 Heron Bay Blvd. #3516        15882 Bailey Road
Coral Springs, FL 33076            Pleasantville, PA16341



<PAGE>


                            Exhibit A


              Ronald Sorci et al: 7,800,000 Shares

              Paul Sorci: _________________ Shares




<PAGE>


                          Schedule 7.8



                    Directors of the Company
                    ------------------------

                          Ronald Sorci

                           Paul Sorci


                     Officers of the Company
                     -----------------------

                  Ronald Sorci   -   President

                 Paul Sorci   -   Vice President




                         Other Employees
                         ---------------

                              None




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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