                                AXIA GROUP, INC.

                            STOCK PURCHASE AGREEMENT

      This Stock Purchase Agreement  ("Agreement") is made as of the 27th day of
June,  2005,  by and between  Jeffrey  Flannery  (the  "Purchaser"),  Richard F.
Schmidt  (the  "Seller"),  and  Axia  Group,  Inc.,  a Nevada  corporation  (the
"Company").

                                    RECITALS
                                    --------

      A. The Seller  owns  150,000  shares  (the  "Series C Shares") of Series C
Preferred Stock, $0.001 par value per share (the "Series C Preferred Stock") and
5,000,000 shares (the "Series D Shares") of Series D Preferred Stock, $0.001 par
value per share (the "Series D Preferred  Stock") of the  Company.  The Series C
Shares and the Series D Shares are collectively referred to as the "Shares").

      B.  The  Seller  desires  to sell the  Shares  to the  Purchaser,  and the
Purchaser  desires to  purchase  the Shares  from the  Seller,  on the terms and
subject to the conditions set forth herein.

                                    AGREEMENT
                                    ---------

      It is agreed as follows:

      1. PURCHASE AND SALE OF SHARES. In reliance upon the  representations  and
warranties of the Seller and the Purchaser  contained  herein and subject to the
terms and conditions set forth herein, at Closing, the Purchaser shall purchase,
and the Seller shall sell to the  Purchaser,  the Shares,  for  $75,000.00  (the
"Purchase  Price") in the form of  $40,000.00  in cash and a secured note in the
principal amount of $35,000.00 in the form attached hereto as Exhibit A.

      2. CLOSING(S).

            2.1 Date and Time.  Subject to all of the terms and  conditions  set
forth in this  Agreement  being  satisfied,  the  closing  of the sale of Shares
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of the Seller's  counsel or at such other place as the Seller and the  Purchaser
shall agree in writing  concurrently  with the execution of this  Agreement (the
"Closing Date").

            2.2  Deliveries  by  Purchaser.  The  Purchaser  shall  deliver  the
following to the Seller:

                  2.2.1 A check in the amount of $40,000.00.

                  2.2.2 A secured note in the principal  amount of $35,000.00 in
the form  attached  hereto  as  Exhibit A (the  "Note"),  duly  executed  by the
Purchaser.

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<PAGE>

                  2.2.3 A pledge agreement (the "Pledge  Agreement") in the form
attached hereto as Exhibit B, duly executed by the Purchaser.

            2.3  Deliveries by Seller.  At the Closing,  the Seller will deliver
the following to the Purchaser:

                  2.3.1 The certificates  representing the Shares, duly endorsed
or delivered with blank stock powers appropriately  executed, in the name of the
Purchaser,  against  delivery  to the Seller by the  Purchaser  of the items set
forth in paragraph 2.2 above.

                  2.3.2 The Pledge Agreement, duly executed by the Seller.

                  2.3.3 The complete original articles of incorporation, bylaws,
minutes,  and other corporate books and records,  all as amended to date, of the
Company.

                  2.3.4 A list of all SEC and EDGAR codes for the Company.

                  2.3.5  Resignation  of Richard F. Schmidt as President,  Chief
Financial Officer, and Secretary of the Company.

                  2.3.6 Resolutions of the board of directors appointing Jeffrey
Flannery as President, Chief Financial Officer, and Secretary of the Company.

                  2.3.7  Resignation of Richard D.  Mangiarelli as a director of
the Company.

                  2.3.8 Resolutions of the board of directors appointing Jeffrey
Flannery as a director of the Company.

      3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

      As a material inducement to the Purchaser to enter into this Agreement and
to purchase the Shares,  the Seller  represents  and warrants that the following
statements  are true and correct in all material  respects as of the date hereof
and will be true and correct in all  material  respects  at  Closing,  except as
expressly qualified or modified herein.

            3.1  Organization  and Good  Standing.  The Company 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 and
perform its obligations  under this Agreement,  and to own its properties and to
carry on its business as presently  conducted  and as proposed to be  conducted.
The Company is duly  qualified to do business as a foreign  corporation in every
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect upon the Company.

            3.2 Validity of  Transactions.  This  Agreement,  and each  document
executed  and  delivered  by the  Seller  in  connection  with the  transactions
contemplated  by  this  Agreement,  have  been  duly  authorized,  executed  and
delivered by the Seller and is each the valid and legally binding  obligation of
the  Seller,  enforceable  in  accordance  with its terms,  except as limited by
applicable bankruptcy,  insolvency  reorganization and moratorium laws and other
laws  affecting  enforcement  of  creditor's  rights  generally  and by  general
principles of equity.

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<PAGE>

            3.3 Valid Issuance of Shares.  The Shares that are being sold to the
Purchaser  hereunder are duly and validly issued,  fully paid and  nonassessable
and free of restrictions on transfer,  other than restrictions on transfer under
this Agreement and under  applicable  federal and state securities laws, will be
free of all other liens and adverse claims.

            3.4 Title to Shares.  The Seller is the sole  record and  beneficial
owner of the  Shares,  free  and  clear of all  liens,  encumbrances,  equities,
assessments  and  claims,  and,  upon  delivery  of the Shares by the Seller and
payment  of the  Purchase  Price  in  full  by the  Purchaser  pursuant  to this
Agreement,  the Seller will transfer to the  Purchaser  valid legal title to the
Shares,  free and clear of all liens,  encumbrances,  equities,  assessments and
claims.

            3.5 No Violation.  The execution,  delivery and  performance of this
Agreement  will not  violate  any law or any  order of any  court or  government
agency  applicable  to the  Company,  as the case  may be,  or the  Articles  of
Incorporation or Bylaws of the Company,  and will not result in any breach of or
default under, or, except as expressly  provided herein,  result in the creation
of any encumbrance  upon any of the assets of the Company  pursuant to the terms
of any  agreement or instrument by which the Company or any of its assets may be
bound. No approval of or filing with any governmental  authority is required for
the Company to enter into, execute or perform this Agreement.

            3.6 SEC Reports and Financial Statements.  The Company has delivered
or made  available to the  Purchaser  accurate and  complete  copies  (excluding
copies of exhibits) of each report,  registration statement and definitive proxy
statement filed by the Company with the SEC since January 1, 2001 (collectively,
with  all  information  incorporated  by  reference  therein  or  deemed  to  be
incorporated by reference  therein,  the "SEC Reports").  The information in the
SEC Reports,  taken as a whole, was true and correct in all material respects as
of the filing date and did not contain any untrue  statement of a material  fact
or omit to state a  material  fact  necessary  in  order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

            3.7  Securities  Law  Compliance.   Assuming  the  accuracy  of  the
representations  and  warranties of the Purchaser set forth in Section 4 of this
Agreement,  the offer,  sale and  delivery  of the  Shares  will  constitute  an
exempted  transaction  under the  Securities  Act of 1933, as amended and now in
effect  ("Securities  Act"), and registration of the Shares under the Securities
Act is not required.  The Company shall make such filings as may be necessary to
comply  with the  Federal  securities  laws and the blue sky laws of any  state,
which filings will be made in a timely manner.

            3.8  Qualifications,   Legal  and  Investment.  All  authorizations,
approvals,  or permits, if any, of any governmental authority or regulatory body
of the United States including "blue sky" filings in any state that are required
in connection with the lawful sale of the Shares pursuant to this Agreement have
been or will be, on a timely  basis,  duly obtained and are  effective.  No stop
order or other  order  enjoining  the sale of the Shares have been issued and no
proceedings  for such  purpose are pending or, to the  knowledge  of the Seller,
threatened by the SEC, or any commissioner of corporations or similar officer of
any state having  jurisdiction over this transaction.  The sale of the Shares is
legally  permitted  by all laws and  regulations  to which  the  Purchaser,  the
Seller, and the Company are subject.

                                       3
<PAGE>

      4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

      The Purchaser hereby represents,  warrants,  and covenants with the Seller
as follows:

            4.1 Legal Power. The Purchaser has the requisite power to enter into
this Agreement,  to purchase the Shares hereunder,  and to carry out and perform
its obligations under the terms of this Agreement.

            4.2 Due  Execution.  This  Agreement  has  been  duly  executed  and
delivered by Purchaser, and, upon due execution and delivery by the Seller, this
Agreement will be a valid and binding agreement of the Purchaser.

            4.3 Receipt and Review of SEC Reports. The Purchaser represents that
it has  received  and  reviewed  the SEC  Reports  and have been  given full and
complete access to the Company for the purpose of obtaining such  information as
the  Purchaser or its  qualified  representative  have  reasonably  requested in
connection  with the decision to purchase the Shares.  The Purchaser  represents
that it has been  afforded the  opportunity  to ask questions of the officers of
the  Company  regarding  its  business  prospects  and  the  Shares,  all as the
Purchaser  or its  qualified  representative  have  found  necessary  to make an
informed investment decision to purchase the Shares.

            4.4 Restricted  Securities.  The Purchaser has been advised that the
Shares have not been registered under the Securities Act or any other applicable
securities  laws and that the Shares are being  offered and sold pursuant to the
so-called  "Section  4(1 1/2)  exemption"  of the  Securities  Act, and that the
Seller's reliance upon the so-called  "Section 4(1 1/2) exemption" is predicated
in part on the Purchaser's representations as contained herein.

                  4.4.1 The  Purchaser  is an  "accredited  investor" as defined
under Rule 501 under the Securities Act.

                  4.4.2 The Purchaser acknowledges that the Shares have not been
registered  under the Securities Act or the securities laws of any state and are
being offered,  and will be sold,  pursuant to applicable  exemptions  from such
registration for nonpublic offerings and will be sold as "restricted securities"
as defined by Rule 144  promulgated  pursuant to the Securities  Act. The Shares
may not be resold in the absence of an effective  registration thereof under the
Securities Act and applicable  state  securities laws unless,  in the opinion of
the Company's counsel, an applicable exemption from registration is available.

                  4.4.3  The  Purchaser  is  acquiring  the  Shares  for its own
account,  for  investment  purposes  only and not with a view to, or for sale in
connection  with, a  distribution,  as that term is used in Section 2(11) of the
Securities  Act,  in  a  manner  which  would  require  registration  under  the
Securities Act or any state securities laws.

                                       4
<PAGE>

                  4.4.4 The  Purchaser  understands  and  acknowledges  that the
Shares will bear the following legend:

     THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
     ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
     BE SOLD  OR  TRANSFERRED  FOR  VALUE  IN THE  ABSENCE  OF AN  EFFECTIVE
     REGISTRATION  THEREOF  UNDER  THE  SECURITIES  ACT OF 1933  AND/OR  THE
     SECURITIES  ACT OF ANY  STATE  HAVING  JURISDICTION  OR AN  OPINION  OF
     COUNSEL  ACCEPTABLE TO THE  CORPORATION  THAT SUCH  REGISTRATION IS NOT
     REQUIRED UNDER SUCH ACT OR ACTS.

                  4.4.5 The  Purchaser  acknowledges  that an  investment in the
Shares is not liquid and is  transferable  only under  limited  conditions.  The
Purchaser  acknowledges  that such securities must be held  indefinitely  unless
they are  subsequently  registered under the Securities Act or an exemption from
such registration is available. The Purchaser is aware of the provisions of Rule
144  promulgated  under the  Securities  Act,  which permits  limited  resale of
securities  purchased  in a private  placement  subject to the  satisfaction  of
certain  conditions  and that such Rule is not now available and, in the future,
may not become available for resale of the Shares.

            4.5 Purchaser  Sophistication  and Ability to Bear Risk of Loss. The
Purchaser  acknowledges  that it is able to protect its  interests in connection
with the  acquisition of the Shares and can bear the economic risk of investment
in such securities  without  producing a material  adverse change in Purchaser's
financial  condition.  The Purchaser otherwise has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Shares.

      4.6 Purchases by Groups. The Purchaser represents, warrants, and covenants
that it is not  acquiring  the Shares as part of a group  within the  meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

      5. COVENANTS.

            5.1 Further Assurances; Cooperation. Each party hereto will, before,
at, and after the Closing,  execute and deliver such  instruments  and take such
other actions as the other party or parties,  as the case may be, may reasonably
require in order to carry out the intent of this Agreement. Without limiting the
generality of the  foregoing,  at any time after the Closing,  at the request of
the Company or the Purchaser, and without further consideration,  the Seller (a)
will  execute  and  deliver  such  instruments  of sale,  transfer,  conveyance,
assignment and confirmation and take such action as the Company or the Purchaser
may  reasonably  deem  necessary  or  desirable  in  order  to more  effectively
transfer,  convey and assign to the  Purchaser,  and to confirm the  Purchaser's
title to, the  Shares,  and (b) will  execute  such  documents  as and take such
action  as the  Company  or the  Purchaser  may  reasonably  deem  necessary  or
desirable  in order to prepare and file any future SEC Reports  that the Company
seeks to file with the Securities and Exchange  Commission  under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

                                       5
<PAGE>

      5.2 Covenants of the Purchaser.  Until the Note has been paid in full, the
Purchaser shall not directly or indirectly, offer, issue, sell, contract to sell
(including,  without limitation,  any short sale), grant any option for the sale
of, pledge, or otherwise dispose of or transfer any of the Shares.

      5.3  Covenants of the Company.  Until the Note has been paid in full,  the
Company shall not do any of the following  without the prior written  consent of
the Seller,  and such  action  taken by the  Company  without the prior  written
consent of the Seller shall be void ab initio):

            5.3.1  Amend any of the terms of the  Company's  Series C  Preferred
Stock or Series D Preferred Stock; or

            5.3.2 Issue any shares of any class or series of preferred  stock of
the Company.

      6. MISCELLANEOUS.

      6.1 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California.  Each party hereby  irrevocably  submits to
the exclusive jurisdiction of the state and federal courts sitting in the county
of Orange, State of California, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein  and  hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction  of any such  court,  that  such  suit,  action  or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof to such party at the address in effect for notices to it
under  this  Note  and  agrees  that  such  service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.

      6.2 Successors and Assigns. Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors, assigns, heirs, executors, and administrators of the parties hereto.

      6.3 Entire Agreement.  This Agreement and the Exhibits hereto and thereto,
and the other documents  delivered  pursuant hereto and thereto,  constitute the
full and entire understanding and agreement among the parties with regard to the
subjects  hereof and no party shall be liable or bound to any other party in any
manner by any representations,  warranties,  covenants,  or agreements except as
specifically set forth herein or therein. Nothing in this Agreement,  express or
implied, is intended to confer upon any party, other than the parties hereto and
their respective successors and assigns, any rights, remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
herein.

                                       6
<PAGE>

      6.4  Severability.  In case  any  provision  of this  Agreement  shall  be
invalid,  illegal,  or  unenforceable,  it shall to the extent  practicable,  be
modified so as to make it valid,  legal and  enforceable and to retain as nearly
as  practicable  the intent of the  parties,  and the  validity,  legality,  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

      6.5 Amendment and Waiver. Except as otherwise provided herein, any term of
this Agreement may be amended,  and the observance of any term of this Agreement
may  be  waived  (either   generally  or  in  a  particular   instance,   either
retroactively  or  prospectively,  and either for a specified  period of time or
indefinitely),  with the written  consent of the Seller and the  Purchaser.  Any
amendment or waiver  effected in  accordance  with this Section shall be binding
upon  each  future  holder  of  any  security  purchased  under  this  Agreement
(including  securities  into which such  securities have been converted) and the
Seller.

      6.6 Notices.  All notices and other  communications  required or permitted
hereunder shall be in writing and shall be effective when delivered  personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered  mail,  return receipt  requested,  or when received by the
addressee,  if sent by Express Mail,  Federal Express or other express  delivery
service  (receipt  requested) in each case to the appropriate  address set forth
below:

                If to the Seller:         Richard F. Schmidt
                                          9444 Waples Street, Suite 290
                                          San Diego, CA  92121

                If to the Purchaser:      Jeffrey Flannery
                                          4275 Executive Square Drive, Suite 215
                                          La Jolla, CA  92037

                If to the Company:        Axia Group, Inc.
                                          5520 Wellesley Street, Suite 109
                                          La Mesa, CA 91942


      6.7 Titles and Subtitles.  The titles of the paragraphs and  subparagraphs
of this  Agreement  are for  convenience  of  reference  only  and are not to be
considered in construing this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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<PAGE>


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

PURCHASER:                                 Jeffrey Flannery


                                           /s/ Jeffrey Flannery
                                           --------------------



SELLER:                                    Richard F. Schmidt


                                           /s/ Richard F. Schmidt
                                           ----------------------



COMPANY:                                   Axia Group, Inc.


                                           /s/ Richard F. Schmidt
                                           ----------------------
                                           By:  Richard F. Schmidt
                                                President

                  (Signature Page to Stock Purchase Agreement)


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