<SUBMISSION>
<ACCESSION-NUMBER>0001144204-04-004773
<TYPE>10KSB
<PUBLIC-DOCUMENT-COUNT>15
<PERIOD>20031231
<FILING-DATE>20040414
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>A21 INC
<CIK>0001074436
<ASSIGNED-SIC>6770
<IRS-NUMBER>742896910
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB
<ACT>34
<FILE-NUMBER>333-68213
<FILM-NUMBER>04733261
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE EMBARCADERO CENTER
<STREET2>SUITE 500
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94111
<PHONE>4152842121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE EMBARCADERO CENTER
<STREET2>SUITE 500
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94111
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>v02612_10ksb.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year ended: December 31, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission File No.: 333-68213
                                              ---------

                                    a21, INC.
                 (Name of Small Business Issuer in its Charter)

                   TEXAS                            74-2896910
                   -----                            ----------
      (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)


               7660 CENTURION PARKWAY, JACKSONVILLE, FLORIDA 32256
          ------------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

         Issuer's telephone number, including area code: (904) 565-0066

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $0. The aggregate
market value of the voting and non-voting common equity held by non-affiliates
was approximately $6,852,943. As of March 31, 2004, 38,073,737 shares of the
issuer's common stock were outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                       i
<PAGE>

                                TABLE OF CONTENTS

PART I....................................................................i

      ITEM 1.     BUSINESS................................................1

      ITEM 2.     PROPERTIES..............................................6

      ITEM 3.     LEGAL PROCEEDINGS.......................................6

      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....7

PART II...................................................................7

      ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS.....................................7

      ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION...............................................9

      ITEM 7.     FINANCIAL STATEMENTS...................................12

      ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE....................13

      ITEM 8A.    CONTROLS AND PROCEDURES................................13

PART III.................................................................13

      ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS IN COMPLIANCE WITH SECTION 16(A) OF THE
                  EXCHANGE ACT...........................................13

      ITEM 10.    EXECUTIVE COMPENSATION.................................16

      ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS.............19

      ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........21

      ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.......................22

      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.................22




<PAGE>


ITEM 1.  BUSINESS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by or on behalf of a21, Inc. We may, from time
to time, make written or oral statements that are "forward-looking," including
statements contained in this Annual Report on Form 10-KSB, the documents
incorporated herein by reference, and other filings with the Securities and
Exchange Commission. These statements are based on management's current
expectations, assumptions and projections about a21, Inc. and its industry and
are made on the basis of management's views as of the time the statements are
made. All statements, analyses and other information contained in this report
relative to trends in sales, gross margin, anticipated expense levels and
liquidity and capital resources, as well as other statements including, but not
limited to, words such as "anticipate," "believe," "plan," "estimate," "expect,"
"seek," "intend" and other similar expressions, constitute forward-looking
statements. These forward-looking statements are not guarantees of future
performance and are subject to certain risks and uncertainties that are
difficult to predict and that could cause our actual results to differ
materially from our past performance and our current expectations, assumptions
and projections. Differences may result from actions taken by the company as
well as from risks and uncertainties beyond the company's control. Potential
risks and uncertainties include, among others, those set forth herein under
"Risk Factors," as well as in Part II, Item 6. "Management's Discussion and
Analysis or Plan of Operation." Except as required by law, the company
undertakes no obligation to update any forward-looking statement, whether as a
result of new information, future developments or otherwise. Readers should
carefully review the factors set forth in other reports or documents that the
company files from time to time with the Securities and Exchange Commission.

In this Annual Report on Form 10-KSB, "a21," "the Company," "we," "us," and
"our" refer to a21, Inc. and its consolidated subsidiaries, unless the context
otherwise dictates. The consolidated financial statements included herein do not
include Superstack, Inc.

GENERAL DEVELOPMENT AND NARRATIVE DESCRIPTION OF THE BUSINESS

OVERVIEW

Through our subsidiary, SuperStock, Inc., we aggregate visual content from
photographers, photography agencies, archives, libraries and private
collections, and enable such visual content to be available to creative
professionals at advertising and design agencies, publishing and media
companies, corporate communications departments, SO/HO businesses and consumers.
In addition, our products are sold through a global network of distributors in
over 90 countries. We are headquartered in Jacksonville, Florida, and operate
company-owned offices in Canada and the United Kingdom.

BACKGROUND

a21, Inc. was incorporated in the State of Texas in October 1998, under the name
Saratoga Holdings I, Inc. In April 2002, Agence 21, Inc. entered into an
exchange agreement with the registrant, then named Saratoga, and a21 Acquisition
LLC, a wholly owned subsidiary of Saratoga, pursuant to which Agence became an
83%-owned subsidiary of Saratoga.

In February 2004, the Company completed the acquisition of all of the voting
common stock, representing 83% of the outstanding equity, of SuperStock, Inc., a
licensor of stock images to the advertising and publishing industries.
SuperStock's primary assets include approximately 900,000 images that it either
owns or licenses from third parties, an approximately 73,000 square foot
facility in Jacksonville, Florida, receivables from its customers and cash.

In April 2004, the Company contracted with an institutional buyer to sell
SuperStock, Inc.'s 73,000 square foot facility in Jacksonville, Florida for
$7,500,000. Upon the closing of the transaction, which is expected in June 2004,
the Company will enter into a long term lease of the premises with the buyer.
With the proceeds, the Company intends to repay its current mortgage note of
$4,047,504, reduce other liabilities and add to working capital for operations
and acquisitions. The Company intends to sublet any unused space.


<PAGE>


PRODUCTS AND CUSTOMERS

PRODUCTS

Our product offering is available to be viewed on our website. It may also be
viewed on the websites of many distributors. Every image is available for
delivery to our customers through online downloads or on CD-ROM.

We offer our customers a variety of visual content from our "stock" of existing
imagery, which is categorized into three collections - Contemporary Photography,
Vintage Photography and Fine Art.

Contemporary Photography

Our collection of contemporary photography forms the largest part of our
library, and is a comprehensive offering of current and cutting-edge imagery in
a wide variety of subjects, such as people and lifestyles, world travel and
places, nature and wildlife, business and industry, sports and concepts. The
majority of this collection can be attributed to our contributing photographers,
who provide a steady stream of imagery produced with the most current styles and
techniques. In addition, we have distribution agreements with many aggregators
and producers of photography.

Vintage Photography

The bulk of the vintage collection was built from our acquisition of the Devaney
Collection, which consists of model-released commercial and advertising
photography from the 1940's through the 1960's. This is a unique collection that
would be virtually impossible to replicate today. In addition to the Devaney
Collection, we have distribution agreements with a number of notable and
prestigious archives, including the Culver Collection and the Underwood Photo
Archive.

Fine Art

Our repertoire of fine art imagery ranges from prehistoric cave paintings to
modern and contemporary pieces from living artists, the many artistic movements
throughout history, religious and cultural works, and photographs of antiques
and artifacts. This collection is the result of over a quarter century of
acquisitions of and affiliations with various archives, libraries, museums and
private collections, which includes The Bridgeman Art Library, AKG Berlin, The
National Portrait Gallery, Christie's Images, The Huntington Library and the
Giraudon Collection.

CUSTOMERS

Our customer base consists of four major groups - creative (advertising and
design agencies), editorial (publishing and media), corporate (in-house and
corporate communications) and consumers (the general public).

Creative

We supply imagery to our creative customers that typically convey a commercial
or advertising message. These customers usually demand the most cutting-edge and
unique imagery and often need exclusive rights in order to protect the
uniqueness of their advertising campaigns. We have found that conceptual imagery
(those that depict victory, profit, joy, danger, etc.) are very important to
this customer group. These images are the most difficult to search for using
keywords, which can be highly subjective, so this is one area where our staff of
well-trained and experienced researchers fulfill an extremely important
function.

Editorial

We supply a variety of imagery for use in the publication of textbooks,
magazines and newspapers where there is a need to illustrate the stories and
editorials with imagery. Such imagery includes various places and landmarks of
the world, wildlife and nature, societal issues such as health care and
education, and famous people and historical figures and events.


                                       2
<PAGE>

Corporate

We supply a variety of imagery for use in business and corporate communications,
which may be included in brochures, annual reports, newsletters, websites and
multi-media presentations. The imagery needs of this customer group typically
run the gamut from conceptual imagery to editorial imagery.

Consumers

Our imagery is generally available to the consumer market in the form of
screensavers, posters, T-shirts, mugs and various other items. These customers
typically demand imagery that is cute, colorful and ordinary, such as puppies,
sunsets and flowers.

MARKETING, SALES AND DISTRIBUTION

MARKETING

We reach our customers and prospective customers through a variety of marketing
activities, which include print advertising, direct mail, webmail and
tele-marketing. These activities are designed to create and reinforce brand
awareness, drive traffic to our website, and advertise our latest products and
services.

Print Advertising

We seek to build and reinforce our brand and promote our latest products and
services through ongoing print advertising campaigns in a number of trade
publications.

Direct Mail

Direct mail forms are an integral part of our marketing efforts. They consist of
postcards, brochures and print catalogs and are designed to depict the most
current styles and trends, incorporate our newest photography and appeal to the
tastes and expectations of our customers. We believe that direct mail is also a
very important channel in prospecting for new customers.

Webmail

We send e-mails to our registered users on a regular basis, containing
invitations to visit various pages on our website. Our website accepts and
enables visitors to view picture galleries, multi-media and interactive
presentations and sales promotions.

Tele Marketing

Our ongoing effort to update and add to our customer list is also an opportunity
to build and reinforce the personal contacts that are critical in servicing our
customer's needs. We believe that such personal contact is an important part of
our efforts to distinguish ourselves from our competitors.

SALES AND DISTRIBUTION

Our licensing revenue is generated from our direct sales operations in countries
where we operate company-owned offices as well as revenue sharing arrangements
with our distributors.

Direct Sales

Our sales and service staff consists of Account Executives and a Customer
Service Group. Account Executives are assigned key accounts, typically high
volume and regular customers, and are responsible for managing and building
these relationships. Account Executives are given ample opportunity to prospect
for new accounts. The Customer Service Group handles new customers and the
occasional customer. Once certain criteria are met, any new and/or occasional


                                       3
<PAGE>

customer will be assigned to an Account Executive. A Technical Support group
provides expertise in web, online and digital imagery applications, and assists
our customers to use our products.

Distribution

Our imagery is licensed to customers worldwide through our international
distribution network, which consists of 46 distributors operating in over 90
countries. The use of our brand name, licensing rights to the imagery, access to
various tools on our website and the provision of digital files are granted
under license and revenue-sharing arrangements. The appointment of local
distributors in various countries allows us to realize revenue opportunities
without building operational infrastructure in different languages, cultures,
legal systems and currencies.

OPERATIONS AND TECHNOLOGY

The Internet and digital imaging technology allows an image that has been
digitized to be seen worldwide and be reproduced and distributed indefinitely,
at little or no additional cost. This has created tremendous opportunities for
us to streamline our operations and to realize the benefits of economies of
scale. On our website, images can be found, licenses transacted and product
delivered via downloads.

Our operations are based entirely on a digital workflow. Independent
photographers and/or vendors deliver images to us either in digital form or on
film, which we then digitize in our in-house scanning facilities. The image
files are uploaded onto our online storage and are assigned various file names
and information. Finally, they are assigned various metadata such as keywords
and subject codes, enabling the search engine to find and display the images to
our customers.

We have a centralized and integrated technology platform as the foundation for
our website and back-office systems. This platform enables our customers to
search, select, license, transact payments and download our imagery. It also
enables a centralized sales order, customer database, finance and accounting
management systems. These systems cover many operational activities, from
customer interaction and transaction processing, order fulfillment and
invoicing, to photographer and vendor royalty reports and payments.

We continuously upgrade our systems as the need and opportunity arises. We are
dedicated to regularly upgrading our hardware and search engine to increase its
speed and accuracy. We also routinely obtain additional online storage as our
library of images continues to grow. Similarly, we continue to build new search
and communication tools on our website in order to improve its functionality and
user-friendliness. We use a combination of technology developed in house and
third party service providers to support its operations.

COMPETITION

The market for visual content is highly competitive, and we expect such
competition to continue in the future. We have observed that the main
competitive factors include quality of images, branding, reputation, service,
breadth and depth of content, content provider associations, customer
associations, technology, pricing, and sales and marketing. In addition,
accessibility and timeliness of service are important competitive factors.

Our current competitors include other general visual content providers such as
Getty Images, Corbis, Creatas, Photonica, Zefa Visual Media, Masterfile,
Comstock, Index Stock and dozens of smaller stock photography agencies and image
content aggregators throughout the world. Many of our competitors are larger
than us and have substantially greater financial, technical, and marketing
resources.

INTELLECTUAL PROPERTY

Images are not sold; reproduction and usage rights are licensed. Such licenses
fall into two main types - Rights-Managed and Royalty-Free. A Rights-Managed
license is a limited license whereby the usage and term is fully defined. It is
this very mechanism that allows us to record a complete licensing history of
each image and to grant exclusive rights to any customer, enabling us to charge
higher licensing fees. A Royalty-Free license, which is a misnomer but has been


                                       4
<PAGE>

widely adopted in the industry, is an unlimited license, whereby the image can
be reused indefinitely for an unlimited time, as long as the license is not
re-sold or transferred.

Our images constitute intellectual property. Other than a portion of our library
that is fully owned by the Company, the copyright to such intellectual property
belongs to the independent photographer or company that grants us licensing and
distribution rights.

RELATIONSHIP WITH OUR EMPLOYEES

As of March 31, 2004, we had approximately 74 full-time employees.

                                  RISK FACTORS

WE MAY NOT BE ABLE TO COMPETE WITH EXISTING OR POTENTIAL COMPETITORS

The visual content industry is highly competitive. We believe that competitive
factors include: quality of images, branding, reputation, service, breadth of
content, depth of content, content provider associations, customer associations,
technology, pricing, and sales and marketing. There are several companies that
are significantly larger, have far greater resources, a far greater customer
base, a far greater content provider base, significantly more technology
infrastructure, and well recognized names in the marketplace. In addition, there
are several companies that are aggressively pursuing this market with technology
and services that we may not be able to match.

OUTSIDE CONTENT PROVIDERS ARE CRITICAL TO US

We plan on entering into commercial agreements with other individuals and
businesses to license their imagery. We cannot assure that we will have the
resources or personnel to successfully integrate such content into our business,
or the quality and availability of content may be limited. If we cannot
successfully integrate such resources or personnel, our business and operations
will be materially and adversely affected.

IMPAIRMENT OF THE VALUE OF SIGNIFICANT ASSETS COULD HAVE AN ADVERSE IMPACT ON
OUR OPERATING RESULTS

Our operating results and earnings in future periods may be materially and
adversely affected as a result of impairments to the reported value of certain
significant assets, the valuation of which requires management's judgments as a
result of the need to make estimates and assumptions about the effects of
matters that are inherently uncertain. If the value of our image archive is
reduced through a decline in the popularity of the images contained therein,
revenues could be materially and adversely affected which directly impact
operating results and our cost of additional capital. If the value of our real
estate is reduced by market or other conditions, this could directly affect our
cost of additional capital.

WE MAY NOT SUCCEED IN ESTABLISHING THE "a21" BRAND

We may not be able to establish a21 as a brand in the stock photography
industry, which would materially and adversely affect our business and
operations.

SYSTEMS FAILURES AND SECURITY BREACHES MAY HARM OUR BUSINESS

Any failure of the technology systems of our planned acquisitions or breach of
security of the systems of our planned acquisitions, or the perception of a
failure or breach of security could materially and adversely impact our business
both in terms of our customers trust in us and our content providers trust in us
to safeguard confidential and valuable information and assets.

                                       5
<PAGE>

PERIODIC FINANCIAL RESULTS AND STOCK PRICE MAY FLUCTUATE

Our revenues and operating results are expected to vary from quarter to quarter
due to a number of factors, both within and outside of our control. Our revenue
and operating results and stock price may vary from reporting period to
reporting period based on factors that may include among others:

      o     unsuccessful integration of acquisitions;
      o     changes in the product mix offered by the planned acquisitions;
      o     changes in the customer base served by the acquisitions;
      o     changes in our ability to access capital;
      o     changes in our technology needs;
      o     changes in the pricing paradigm in the digital imaging market;
      o     changes in applicable laws and regulations;
      o     changes in our expected distribution channels;
      o     changes in the performance of our distributors;
      o     loss of our customers or content providers to our competitors;
      o     changes in our competitors offering of new products or services,
            which are or are perceived to be, superior to the products and
            services offered by us; and
      o     changes in the economies of countries in which we do business.

CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS AND TEXAS CORPORATE LAW MAY DETER
A THIRD PARTY FROM ACQUIRING OUR COMPANY

Our Board of Directors has the authority to issue preferred stock and to fix the
rights, preferences, privileges and restrictions of such shares without any
further vote, approval or action by our stockholders. This authority may have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire control of our company.
This could occur even if our stockholders consider such change in control to be
in their best interests. In addition, the concentration of beneficial ownership
of our common stock by the Board of Directors, along with certain provisions of
Texas law, may have the effect of delaying, deterring or preventing a takeover
of our company.

AN INCREASE IN GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE COULD HAVE A
NEGATIVE IMPACT ON OUR BUSINESS

We are subject to a number of regulations applicable to businesses generally, as
well as laws and regulations directly applicable to e-commerce. Although
existing laws and regulations affecting e-commerce are not unduly burdensome,
state, federal and foreign governments have and may continue to adopt
legislation regulating the Internet and e-commerce. Such legislation or
regulation could both increase our cost of doing business and impede the growth
of the Internet while decreasing its acceptance or effectiveness as a
communications and commerce medium. If a decline in the use of the Internet
occurs, existing or potential customers may decide not to license or use our
online products and services. Future issues may surround the concepts of privacy
and record keeping, taxation of online transactions, and liability of companies
in online transactions.

ITEM 2. PROPERTIES

In April 2004, the Company contracted with an institutional buyer to sell
SuperStock, Inc.'s 73,000 square foot facility in Jacksonville, Florida for
$7,500,000. Upon the closing of the transaction, which is expected in June 2004,
the Company will enter into a long term lease of the premises with the buyer.
With the proceeds, the Company intends to repay its current mortgage note of
$4,047,504, reduce other liabilities and add to working capital for operations
and acquisitions. The Company intends to sublet any unused space.

ITEM 3. LEGAL PROCEEDINGS

Not applicable.


                                       6
<PAGE>

ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company's stockholders, through
solicitation of proxies or otherwise, during the fourth quarter of fiscal year
2003.

                                    PART II

ITEM  5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is currently trading on the OTC Bulletin Board under the symbol
"ATWO" and has been trading under this ticker symbol since May 2002. Prior to
May 1, 2002, our common stock was traded under the symbol "SGXK". From May 23,
2003 until August 28, 2003, our common stock traded on the "Pink Sheets."

The following table sets forth, for each of the quarterly periods for the year
ended December 31, 2002, the high and low closing sale prices of our common
stock as reported on the OTC Bulletin Board and for each of the quarterly
periods for the year ended December 31, 2003, the high and low bid prices of our
common stock as reported on the OTC Bulletin Board. The bid prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

                                                High                 Low

Year Ended December 31, 2002
  First Quarter                                $ 2.36              $ 0.23
  Second Quarter                                 0.87                0.11
  Third Quarter                                  1.10                0.12
  Fourth Quarter                                 0.40                0.15

Year Ended December 31, 2003
  First Quarter                                $ 0.31              $ 0.17
  Second Quarter                                 0.22                0.02
  Third Quarter                                  0.22                0.06
  Fourth Quarter                                 0.22                0.07


HOLDERS

There were approximately 1,400 holders of record of our common stock on March
31, 2004.

DIVIDENDS

We have not paid or declared any dividends on our common stock since our
inception. Our Board of Directors does not expect to declare cash dividends on
our common stock in the near future. We anticipate that we will retain our
future earnings to finance the continuing development of our business.

                                       7
<PAGE>

SALES OF UNREGISTERED SECURITIES

The following unregistered securities have been issued by the Company (and not
previously reported) during the period covered by this report in reliance on the
exemption from registration under Section 4(2) of the Securities Act of 1933:

o     In October 2003, the Company issued 22,500 shares of its common stock for
      compensation to a consultant of the Company who was acting as Chief
      Operating Officer at $0.20 per share valued at $4,500.

o     In January 2004, the Company granted options to purchase 577,941 and
      1,505,514 shares of its common stock at $0.30 per share to the President
      and Chairman of the Company, respectively, in connection with services
      rendered to the Company.

o     In February 2004, the Company issued 22,500 shares of its common stock for
      compensation to a consultant of the Company who was acting as Chief
      Operating Officer at $0.50 per share valued at $11,250.

o     In February 2004, as part of the financing to acquire all of the voting
      common stock, representing 83% of the outstanding equity of SuperStock,
      Inc., the Company issued 18,000,000 shares of its common stock for cash
      consideration of $3,000,000 from an unaffiliated investor, Barron
      Partners, L.P., and the exchange of $600,000 due from the Company to a
      director, and entities controlled by the Company's Chairman, President and
      a director.

      o     In February 2004, the Company granted warrants to purchase 5,508,000
            shares of its common stock at $0.20 per share in connection with the
            issuance of the above shares.

      o     In February 2004, the Company granted warrants to purchase 5,508,000
            shares of its common stock at $0.225 per share in connection with
            the issuance of the above shares. The warrants are callable under
            certain circumstances if the Company's common stock trades at or
            above $.50 per share.

      o     In February 2004, the Company granted warrants to purchase 5,508,000
            shares of its common stock at $0.45 per share in connection with the
            issuance of the above shares. The warrants are callable under
            certain circumstances if the Company's common stock trades at or
            above $1.00 per share.

      o     In February 2004, the Company granted warrants to purchase 4,406,400
            shares of its common stock at $0.90 per share in connection with the
            issuance of the above shares. The warrants are callable under
            certain circumstances if the Company's common stock trades at or
            above $1.35 per share.

      o     In February 2004, the Company granted warrants to purchase 4,406,400
            shares of its common stock at $1.35 per share in connection with the
            issuance of the above shares. The warrants are callable under
            certain circumstances if the Company's common stock trades at or
            above $2.00 per share.

      o     In February 2004, the Company issued 450,000 shares of its common
            stock to an investment banking firm as part of the consideration for
            the placement of the above common shares and warrants.

o     In February 2004, as part of the SuperStock acquisition, the Company
      issued six (6) month unsecured promissory notes in the aggregate principal
      amount of $1,050,000 which accrue interest at 12% per annum and which are
      extendable automatically to twelve (12) months.

      o     In February 2004, the Company granted warrants to purchase 630,000
            shares of its common stock at $0.45 per share in connection with the
            issuance of the above promissory notes. The warrants are callable
            under certain circumstances if the Company's common stock trades at
            or above $1.00 per share.

                                       8
<PAGE>

      o     In February 2004, the Company granted warrants to purchase 63,000
            shares of its common stock at $0.45 per share to an investment
            banking firm in connection with the placement of the above
            promissory notes. The warrants are callable under certain
            circumstances if the Company's common stock trades at or above $1.00
            per share.

o     In February 2004, as part of the SuperStock acquisition, SuperStock, Inc.
      issued twenty-four (24) month convertible subordinated notes in the
      aggregate principal amount of $1,250,000 which bear interest at 12% per
      annum for the initial six months, 13.5% for the next twelve months, and
      15% for the final six months. Interest accrues for the first nine (9)
      months.

      o     In February 2004, the Company granted warrants to purchase 312,500
            shares of its common stock at $0.45 per share in connection with the
            issuance of the above convertible subordinated notes. The warrants
            are callable under certain circumstances if the Company's common
            stock trades at or above $1.00 per share.

      o     In February 2004, the Company granted warrants to purchase 312,500
            shares of its common stock at $0.90 per share in connection with the
            issuance of above convertible subordinated notes. The warrants are
            callable under certain circumstances if the Company's common stock
            trades at or above $1.35 per share.

      o     In February 2004, the Company granted warrants to purchase 312,500
            shares of its common stock at $1.35 per share in connection with the
            issuance of above convertible subordinated notes. The warrants are
            callable under certain circumstances if the Company's common stock
            trades at or above $2.00 per share.

o     In February 2004, as part of the SuperStock acquisition, in consideration
      for the sale and purchase of such shares, the sellers received 1,666,717
      shares of non-voting participating preferred stock of SuperStock which is
      exchangeable into 5,000,151 shares of a21 common stock.

o     In February 2004, as part of the SuperStock acquisition, in consideration
      for the sale and purchase of such shares, in addition to $2,600,625 in
      cash, the sellers received a twelve (12) month secured note in the amount
      of $1,576,250 that initially pays an interest rate of Libor plus 1.9% per
      annum.

o     In February 2004, as part of the SuperStock acquisition, the Company
      granted warrants to the sellers to purchase 160,000 shares of a21 common
      stock at $0.56 per share.

o     In February 2004, as part of the SuperStock acquisition, the Company
      repaid a $1,700,000 credit facility of SuperStock and paid $500,000 of the
      outstanding principal of a note secured by a first mortgage on the
      SuperStock Facility.

o     In February 2004, as part of the SuperStock acquisition, the Company
      issued the sellers and one of their advisors 573,589 shares of its common
      stock for $149,539 cash consideration.

ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following should be read in conjunction with our Consolidated Financial
Statements and the notes thereto included in "Item 7. Financial Statements."

                                       9
<PAGE>

PLAN OF OPERATION

Currently, the Company believes it has sufficient cash for operations for the
next twelve (12) months. The Company is planning to raise additional capital
from time to time to reduce its debt, provide working capital for operations,
and additional acquisitions. The Company expects to raise capital in the form of
equity, debt and through asset sales. In this regard, in April 2004, the Company
contracted with an institutional buyer to sell SuperStock, Inc.'s 73,000 square
foot facility in Jacksonville, Florida for $7,500,000. Upon the closing of the
transaction, which is expected in June 2004, the Company will enter into a long
term lease of the premises with the buyer. With the proceeds, the Company
intends to repay its current mortgage note of $4,047,504, reduce other
liabilities and add to working capital for operations and acquisitions. The
Company intends to sublet any unused space. The Company may add additional
employees from time to time over the next twelve (12) months on an as needed
basis as determined by management. There is no guarantee management will be
successful in achieving the above. If the Company is unable to raise additional
capital, then the Company may not be able to fully execute its business plan.

Prior to the acquisition of SuperStock, Inc., without additional capital, our
capital resources were insufficient to support the existing and anticipated
levels of business unless the Company was able to continue to accrue certain of
its expenses and finance its expenses through accounts payable as it had in the
past. The Company had been funding its operations through an increase in
accounts payable in addition to capital that it had raised from various equity
and debt financings. The Company had experienced cash shortages and inability to
pay its obligations from time to time in 2002 and 2003. A significant portion of
its current liabilities was past due. These conditions raised doubt about the
Company's ability to continue as a going concern.

Reverse Acquisition With Saratoga Holdings, Inc.


                                       10
<PAGE>

a21, Inc. was incorporated in the State of Texas in October 1998, under the name
Saratoga Holdings I, Inc. On April 18, 2002, Agence 21, Inc. entered into an
exchange agreement with the registrant, then named Saratoga, and a21 Acquisition
LLC, a wholly owned subsidiary of Saratoga.

On April 30, 2002, pursuant to the exchange agreement, the shareholders of
Agence exchanged 26,236,000 shares (84.3%) of the common stock of Agence and
1,500,000 shares (100%) of preferred stock of Agence on a basis of three shares
of Agence for each share of common stock of Saratoga held by a21 Acquisition.
The aggregate of 9,245,000 shares of the Company's common stock issued to
Agence's shareholders represented 83.3% of the outstanding common stock of
Saratoga. The remaining 3,680,000 shares of common stock of Saratoga are held by
a21 Acquisition will be retired April 30, 2004. The minority shareholders of
Agence hold 4,887,000 shares of common stock in Agence representing a 15.7%
minority interest in the subsidiary, which the holders could have exchanged into
1,629,000 common shares of the Company prior to the expiration of the exchange
agreement. 4,062,000 of the Nonexchanged Shares were issued to a founder upon
formation of Agence. 825,000 of the Nonexchanged Shares were issued as
consideration for services. Effective with the closing of the exchange, Saratoga
changed its name to a21, Inc.

The exchange was accounted for as a reverse acquisition, since the former
shareholders of Agence acquired a majority of the outstanding common stock of
Saratoga. Accordingly, the combination of Agence and Saratoga was recorded as a
recapitalization of Agence pursuant to which Agence will be treated as the
continuing entity for accounting purposes, and the historical financial
statements are those of Agence. a21 Acquisition and Agence continue to operate
as wholly and majority owned subsidiaries of the registrant.

Acquisition of Superstock, Inc.

As of February 29, 2004, a21 completed the acquisition all of the voting common
stock, representing 83% of the outstanding equity, of SuperStock, Inc.
SuperStock's primary assets include approximately 900,000 images that it either
owns or licenses from third parties, an approximately 73,000 square foot
facility in Jacksonville Florida, receivables from its customers and cash.

In consideration for the sale and purchase of all of the voting common stock of
SuperStock, the sellers received:

      o     1,666,717 shares of non-voting participating preferred stock of
            SuperStock which is exchangeable into 5,000,151 shares of a21 common
            stock;

      o     $2,600,625 in cash;

      o     a fourteen (14) month secured note in the amount of $1,576,250 that
            initially pays an interest rate of Libor plus 1.9% per annum.



                                       11
<PAGE>

In addition, the Company granted warrants to the sellers to purchase 160,000
shares of a21 common stock at $0.56 per share and issued the sellers and one of
their advisors 573,589 shares of its common stock for $149,539 in cash. Final
adjustments will be made to the purchase price after finalization of
SuperStock's closing balance sheet. The sellers may also receive up to
$1,500,000 should SuperStock's revenue achieve certain projections for the four
year period after closing.

OFF BALANCE SHEET ARRANGEMENTS

Not applicable.

ITEM  7. FINANCIAL STATEMENTS

   Report of independent auditors                                         F-1

   Report of previous independent auditors                                F-2

   Consolidated balance sheet as of December 31, 2003                     F-3

   Consolidated statements of operations for the years ended
   December 31, 2003 and 2002 and for the period from
   September 19, 2000 (inception) to December 31, 2003                    F-4

   Consolidated statements of changes in stockholders' equity (capital
   deficit) for the years ended December 31, 2003 and 2002 and for the
   period from September 19, 2000 (inception) to December 31, 2003        F-5

   Consolidated statements of cash flows for the years ended
   December 31, 2003 and 2002 and for the period from
   September 19, 2000 (inception) to December 31, 2003                    F-12

   Notes to consolidated financial statements                             F-13


                                 12
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company's management,
including our principal executive officer and the principal financial officer,
the Company conducted an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period covered by this report. Based on this evaluation, the Company's
principal executive officer and principal financial officer concluded as of the
evaluation date that the Company's disclosure controls and procedures were
effective such that the material information required to be included in our
Securities and Exchange Commission reports is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms relating
to the Company, including our consolidating subsidiaries, and was made known to
them by others within those entities, particularly during the period when this
report was being prepared.

Additionally, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the evaluation date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore
there were no corrective actions taken.

                                    PART III

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS IN
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and positions of the executive officers
and directors of the Company:

       Name             Age                         Position
-------------------- --------- -------------------------------------------------

Albert H. Pleus          42      Chairman, Director and Principal Financial
                                 Officer

Haim Ariav               39      President, Principal Executive Officer and
                                 Director Nominee

Vincent C. Butta         42      Director

Luke A. Allen            40      Director

Thomas V. Butta          47      Director

Philip N. Garfinkle      43      Director

C. Donald Wiggins        55      Director Nominee

Each director serves until the next annual meeting of stockholders and until his
respective successor is elected and qualified, or until his earlier resignation.
Our executive officers are appointed by, and serve at the discretion of, our
Board of Directors. There are no family relationships between or among any of
the executive officers or directors of the Company other than the relationship
between Mr. Thomas V. Butta and Mr. Vincent C. Butta.

                                       13
<PAGE>

Albert H. Pleus has been Chairman of the Company since its inception. Mr. Pleus
has also served as the Principal Financial Officer of the Company since August
2001. Mr. Pleus started his career at Morgan Stanley, and over the last 10 years
has focused on investment banking as well as in principal investment roles. From
1996 to 1999, Mr. Pleus was a Managing Director at Convergence Capital, Inc., an
investment banking boutique focused on cross border mergers, acquisitions and
financings. From 1999 to present, Mr. Pleus has been President of Whitney
Holdings, Inc., which provides financial, strategic consulting and advisory
services to developing businesses, and is also a shareholder of the Company. Mr.
Pleus received his BS and MS degrees from MIT and holds an MBA degree from
Stanford University.

Haim Ariav has been President of the Company since March 2002, and has been with
the Company since February 2001, as Chief Creative Officer. He is also a
Director Nominee. Prior to joining the Company in February 2001, Mr. Ariav was
the Senior Vice President and Chief Creative Officer of DVCi Technologies. DVCi
acquired Muffin-Head Productions, Inc. in 1998, a company Mr. Ariav founded in
1993, which specialized in web design and production. Mr. Ariav was the Founder
and President of Muffin-Head from its inception. Prior to founding Muffin-Head,
Mr. Ariav was a successful fashion and beauty photographer. Mr. Ariav controls
Glossy Finish, LLC, which is also a shareholder of the Company. Mr. Ariav
received his BA degree from Brooks Institute of Photography.

Vincent C. Butta has been a Director of the Company since July 2001. He served
as Vice Chairman of the Company from March 2002 through March 2004, and also
served as Chief Executive Officer from January 2001 through February 2002. Mr.
Butta has been the President of Dashing Diva since May 2003. Mr. Butta was Chief
Executive Officer of BFF Merchandising Group, a division of Adpads Incorporated,
from February 2002 through April 2003. From 1995 to 2000, Mr. Butta was employed
by ADC, Inc., a point of purchase display manufacturing company, where he held
senior sales and marketing positions and became President in 1999. Additionally,
Mr. Butta acted as a consultant, principal and Board member of various
privately-held businesses including business to business Internet companies,
marketing companies, and other early stage companies. He received his BA degree
in Marketing & Advertising from Pepperdine University. Mr. Butta is the brother
of Thomas V. Butta, a Director of the Company.

Luke A. Allen has been a Director of the Company from its inception. Since 1994,
Mr. Allen has been President of C.R.Allen & Co., Inc., a private investment
company with interests ranging from biotech, Internet, and software companies to
radio and media. Also, since 1994, Mr. Allen has been Chairman of Westbrook
Technologies, Inc., a computer software company specializing in document
management technology. Mr. Allen is also involved with various family investment
interests through Allen & Company, the New York investment bank. Mr. Allen
received his BA degree from Duke University. Mr. Allen's family controls LCA
Capital Partners I, Inc., a shareholder of the Company.

Thomas V. Butta is a Director of and an advisor to the Company. Mr. Butta was
the Executive Vice President and Chief Marketing Officer of PTC, a $650 million
design engineering software company where he has worked since November 2001.
Prior to joining PTC, Mr. Butta was the Chief Marketing Officer of CommerceQuest
from August 2000 to August 2001 and of Red Hat from June 1999 to June 2000. From
July 1996 to June 1999, Mr. Butta served as Chief Executive Officer of FGI Inc.,
a strategic marketing, research and communications firm in Chapel Hill, North
Carolina and New York City. Mr. Butta received his BA degree from Hamilton
College and has attended Executive Education programs at Harvard Business
School. Mr. Butta is the brother of Vincent C. Butta, a Director of the Company.

Philip N. Garfinkle has been a Director of the Company since June 2003. He has
been an advisor to the Company since September 2002. Since November 1999, Mr.
Garfinkle has been President, Chief Executive and Chairman of Navig8US.com LLC,
an executive advisory company. From November 1996 to December 2001, Mr.
Garfinkle was a member of the Board of Directors of PhotoNet Japan (a company
that completed an initial public offering in Japan in March 2002). From
September 1999 to September 2000, Mr. Garfinkle was founder, President and a
member of the Board of Directors of Yazam.com Inc., a worldwide venture capital
organization (which was purchased by US Technologies in 2001). From September
1995 to May 2000, Mr. Garfinkle was President, Chief Executive Officer and
Chairman of PictureVision, Inc., a digital imaging concern that introduced
online photo processing to consumers, which he founded and was sold to Kodak in
February 1998. He also served as general manager of Network Services for Kodak
from February 1998 until August 1999. Mr. Garfinkle received his BS degree in
commerce and engineering from Drexel University.

                                       14
<PAGE>

C. Donald Wiggins is a Director Nominee of the Company. He is president of
Business Valuation, Inc., a firm specializing in business valuations, and
Heritage Capital Group, a firm specializing in mergers and acquisitions of
middle market companies. He has been with both companies since 1989. He is a
member of the American Society of Appraisers, the Financial Executives
Institute, Association for Corporate Growth, the AICPA and the Florida Institute
of CPAs. Mr. Wiggins has published in such journals as Valuation, Business
Valuation Review, Financial Analysts Journal, Financial Executive, and
Management Accounting. He holds the professional designations of ASA, CPA, and
CVA and is a Licensed Real Estate Broker and Registered Securities Principal.
Mr. Wiggins received his BBA and MBA degrees from Georgia Southern University
and a DBA from Louisiana Tech University in 1976.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The board of directors has established a separately designated stand alone audit
committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act,
which is currently comprised of Luke A. Allen and Philip N. Garfinkle. They are
both considered independent as that term is used under the Securities Exchange
Act. There is currently no audit committee financial expert on the Audit
Committee. The Board of Directors has determined that the Director Nominee,
C. Donald Wiggins, is a financial expert and is considered independent.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Not applicable.

CODE OF ETHICS

On April 7, 2004, we provided the Board of Directors with a draft code of ethics
that applies to our Chief Executive Officer and Chief Financial Officer, and
other persons who perform similar functions. We expect to adopt the Code of
Ethics at our next Board of Director's meeting scheduled for May 4, 2004. Our
Code of Ethics is intended to be a codification of the business and ethical
principles which guide us, and to deter wrongdoing, to promote honest and
ethical conduct, to avoid conflicts of interest, and to foster full, fair,
accurate, timely and understandable disclosures, compliance with applicable
governmental laws, rules and regulations, the prompt internal reporting of
violations and accountability for adherence to this Code. The Code is available
to stockholders upon request to Haim Ariav, info@a2lgroup.com, without charge.

ITEM 10. EXECUTIVE COMPENSATION

The following summary compensation table sets forth the aggregate compensation
awarded to, earned by, or paid to the Principal Executive Officer at December
31, 2003 and to the four other executive officers at December 31, 2003 whose
annual compensation exceeded $100,000 for the fiscal year ended December 31,
2003 (collectively, the "named executive officers"):


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                                               RESTRICTED
                                                                           OTHER ANNUAL           STOCK       STOCK
                                                             SALARY        COMPENSATION           AWARDS     OPTIONS
      NAME                   POSITION             YEAR        ($)              ($)                 ($)         (#)
---------------     ---------------------         ----       ------        ------------           ------     -------
<S>                 <C>                           <C>       <C>             <C>         <C>       <C>         <C>
Albert H. Pleus     Chairman / Prin. Fin.         2003                       $180,000   (a)
                    Officer

                    Chairman / Prin. Fin.         2002                        $65,000   (a)     $21,500
                    Officer

                    Chairman/ Prin. Fin. Officer  2001                        $50,000   (a)


Haim Ariav          President / Prin. Exec.       2003      $180,000 (b)
                    Officer

                    President / Prin. Exec.       2002       45,000  (b)                                     710,000
                    Officer

                    Chief Creative Officer        2001       32,145  (b)                                     266,667

Vincent C. Butta    Vice Chairman                 2003               (c)

                    Vice Chairman                 2002               (c)                                     140,000

                    Chief Executive Officer       2001       96,017  (c)                                     400,000
</TABLE>

(a) For 2003, includes $75,000 of consulting fees paid to Mr. Pleus's consulting
firm, Whitney Holdings, Inc. ($0 in cash and $75,000 in common stock), and
$105,000 of accrued but unpaid fees due to Whitney Holdings, Inc., but excludes
$30,000 of 2002 consulting fees paid to Whitney Holdings, Inc. ($0 cash and
$30,000 in common stock) which were included as accrued in 2002. For 2002,
includes $35,000 of consulting fees paid to Mr. Pleus ($20,000 in cash and
$15,000 in common stock) and $30,000 of accrued but unpaid consulting fees
due to Mr. Pleus but excludes $115,000 of accrued but unpaid consulting fees for
2002 that was waived by Mr. Pleus in 2002. For 2001, includes $50,000 of
consulting fees paid to Mr. Pleus but excludes $130,000 of accrued but unpaid
consulting fees for 2001 that was waived by Mr. Pleus in 2002.

(b) Mr. Ariav has served as President and principal executive officer since
February 2002 and has been an employee of the Company since February 2001. For
2003, includes $75,000 of salary paid to Mr. Ariav ($0 in cash and $75,000 in
common stock) and $105,000 of accrued but unpaid salary to Mr. Ariav, but
excludes $45,000 of 2002 salary, that was paid ($0 cash and $45,000 common
stock) which were included as accrued in 2002. For 2002, includes $45,000 of
accrued but unpaid salary to Mr. Ariav but excludes $112,500 of accrued but
unpaid salary that was waived by Mr. Ariav in 2002. During 2002, Mr. Ariav was
also granted 310,000 options under the Company's stock option plan and 400,000
non-plan options (which are on substantially the same terms as plan options).
For 2001, includes $32,145 of salary paid to Mr. Ariav but excludes $105,355 of
accrued but unpaid salary that was waived by Mr. Ariav in 2001. During 2001, Mr.
Ariav was also granted 266,667 non-plan options (which are on substantially the
same terms as plan options).

(c) Mr. Butta served as Chief Executive Officer from January 2001 until February
2002. For 2003, Mr. Butta received no compensation from the Company. For 2002,
excludes $37,500 of accrued but unpaid salary for 2002 that was waived by Mr.
Butta in 2002. During 2002, Mr. Butta was granted 140,000 options under the
Company's stock option plan. For 2001, includes $96,017 of salary paid to Mr.
Butta but excludes $95,650 of accrued but unpaid salary for 2001 that was waived
by Mr. Butta in 2001. During 2001, Mr. Butta was also granted 400,000 non-plan
options (which are on substantially the same terms as plan options).

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Company did not grant any stock options or stock appreciation rights during
the last fiscal year.


STOCK OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END STOCK
OPTION/SAR VALUES

The following table sets forth the total number of exercisable and unexercisable
stock options held by each of our executive officers named in the Summary
Compensation Table as of December 31, 2003. No options to purchase our common
stock were exercised by any of our executive officers during 2003 and no stock
appreciation rights were outstanding at December 31, 2003.


                                       16
<PAGE>

                       NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                  UNDERLYING UNEXERCISED OPTIONS       IN-THE-MONEY OPTIONS
                       AT DECEMBER 31, 2003           AT DECEMBER 31, 2003(1)
                  ------------------------------   ----------------------------
      NAME         EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----------------  ------------    -------------    -----------    -------------

Albert H. Pleus      116,667            0              $0              $0

Haim Ariav           976,667            0              $0              $0

Vincent C. Butta     140,000            0              $0              $0

(1) Based upon the closing sales price of our common stock on December 31, 2003
of $0.08.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Pursuant to a three year consulting agreement, dated September 14, 2002, between
the Company and Mr. Albert Pleus, Mr. Pleus agreed to serve as a consultant to
the Company as well as act as Chairman of the Board of Directors, effective as
of October 1, 2002. Under the consulting agreement, Mr. Pleus is entitled to
receive consulting fees at the rate of $15,000 per month, subject to increase in
an amount to be determined at such time as the Company either has received an
aggregate of $2,000,000 in financing or completed at least two acquisitions. If
the Company is unable to pay the consulting fees in cash, it may issue to Mr.
Pleus either shares of unrestricted common stock of the Company with a market
value of 150% of the amount of the cash compensation due or shares of restricted
common stock of the Company with a market value of 200% of the amount of the
cash compensation due. Since the effective date of the consulting agreement
through May 31, 2003, the Company has paid all of the compensation in the form
of common stock and accordingly has issued to Mr. Pleus's consulting firm
1,138,005 restricted shares. Consulting fees since June 1, 2003, have accrued
and remained unpaid as of December 31, 2003. All unvested stock and options
except for performance options will vest immediately if the Company misses
paying his cash compensation for four (4) months within a twelve (12) month time
period or will vest twelve (12) months earlier than scheduled if the Company
misses paying his cash compensation for more than two (2) months. In addition,
the Company granted Mr. Pleus a performance option to purchase 300,000 shares of
common stock, in the following amounts: 150,000 of which were to vest when the
Company completed its first acquisition, 50,000 of which were to vest when the
Company achieved an annual revenue run rate of at least $5,000,000 and 100,000
of which were to vest when the Company achieved an annual revenue run rate of at
least $7,500,000, which options were exercisable at the exercise price of the
lower of $1.50 or the 20-day average closing price. The performance options
expired on December 31, 2003. In addition, Mr. Pleus is entitled to receive an
additional 300,000 shares of common stock if the Company is acquired at a
valuation in excess of $2.50 per share and to participate in such other bonus
programs as the Board of Directors may from time to time provide consistent with
those provided to similarly situated consultants or executives. The consulting
agreement is for a term of three years, but may be terminated by Mr. Pleus upon
90 days' notice or by the Company upon 180 days notice; provided, however that
in the event of termination without cause (as defined in the consulting
agreement), Mr. Pleus will be entitled to continue to receive his annual base
compensation for the term of any non-competition agreement which he may enter
into with the Company.

Pursuant to a two year agreement, dated September 14, 2002, between the Company
and Mr. Haim Ariav, Mr. Ariav agreed to continue to serve as President of the
Company, effective as of October 1, 2002. Under the agreement Mr. Ariav is
entitled to receive a salary at the rate of $15,000 per month. Mr. Ariav will
also be entitled to receive a cash bonus of up to 75% of his base compensation
based on to be determined sales and profitability targets. If the Company is
unable to pay his compensation in cash, it may issue to Mr. Ariav either shares
of unrestricted common stock of the Company with a market value of 150% of the
amount of the cash compensation due or shares of restricted common stock of the
Company with a market value of 200% of the amount of the cash compensation due.
Since the effective date of the agreement through May 31, 2003, the Company has
paid all of the compensation in the form of common stock and accordingly has
issued to Mr. Ariav's firm 1,138,005 restricted shares. Consulting fees since


                                       17
<PAGE>

June 1, 2003 have accrued and remained unpaid as of December 31, 2003. All
unvested stock and options except for performance options will vest immediately
if the Company misses paying his cash compensation for four months within a 12
month time period or will vest twelve months earlier than scheduled if the
Company misses paying his cash compensation for more than two months. Mr. Ariav
was also issued options to purchase 400,000 shares of common stock, 160,000 of
which options vested on November 1, 2002 and are exercisable at $.50 per share,
120,000 of which options vested on May 1, 2003 and are exercisable at $1.00 per
share and 120,000 of which options will vest on May 1, 2004 and are exercisable
at $1.50 per share, and all of which expire on May 1, 2007. All 400,000 have
currently vested. The Company granted Mr. Ariav a performance option to purchase
300,000 shares of common stock, if the following events occured in 2003 and in
the following amounts: 150,000 of which were to vest when the Company completed
its first acquisition, 50,000 of which were to vest when the Company achieved an
annual revenue run rate of at least $5,000,000 and 100,000 of which were to vest
when the Company achieved an annual revenue run rate of at least $7,500,000,
which options are exercisable at the exercise price of the lower of $1.50 or the
20-day average closing price. The performance options expired on December 31,
2003. In addition, Mr. Ariav is entitled to receive an additional 300,000 shares
of common stock if the Company is acquired at a valuation in excess of $2.50 per
share and to participate in such other bonus programs as the Board of Directors
may from time to time provide consistent with those provided to similarly
situated consultants or executives. The agreement is for a term of two years,
but may be terminated by Mr. Ariav upon 90 days' notice or by the Company upon
180 days notice; provided, however that in the event of termination without
cause (as defined in the agreement), Mr. Ariav will be entitled to continue to
receive his annual base compensation for the term of any non-competition
agreement which he may enter into with the Company.

DIRECTOR COMPENSATION

      During 2003, the outside directors did not receive any fees for attending
Board meetings. As set forth above, certain directors have consulting agreements
with the Company. Each director was only reimbursed for all reasonable and
necessary cost and expenses incurred as a result of being a Director of the
Company.

                                       18
<PAGE>


ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 31, 2004, each person known by the
Company to be (i) the beneficial owner of more than five percent of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer of the Company, and (iv) all directors and executive officers of the
Company as a group. Except as note, each person has sole voting and investment
power with respect to the shares shown.

    NAME AND ADDRESS OF        AMOUNT OF BENEFICIAL
     BENEFICIAL OWNER               OWNERSHIP             PERCENTAGE OF CLASS
    -------------------        --------------------       -------------------

Albert H. Pleus                   5,375,274 (1)                 13.33%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

Vincent C. Butta                  1,115,500 (2)                   2.92%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

Haim Ariav                        3,180,610 (3)                   7.98%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

Luke A. Allen                     7,115,599 (4)                  17.17%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

LCA Capital Partners I,           6,290,100 (5)                  15.18%
Inc.
c/o Luke A. Allen
711 Fifth Avenue
New York, NY  10022

Thomas V. Butta                    544,283 (6)                    1.42%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

Philip Garfinkle                   419,250 (7)                    1.09%
c/o a21, Inc.
7660 Centurion Parkway
Jacksonville, FL 32256

Barron Partners L.P.              36,114,000 (8)                 61.02%
730 Fifth Avenue, 9th Floor
New York, NY  10019

James Ong                         2,668,751 (9)                   6.6%
109 Lamplighter Island
Court
Ponte Vedra Beach, FL
32082

C. Donald Wiggins                  50,000 (10)                    0.13%
Heritage Capital Group, Inc.
225 Water Street, Suite 1250
Jacksonville, Florida 32202

All Directors, Director         17,800,516(1)(2)(3)              38.54%
Nominees and Executive             (4)(6)(7)(10)
Officers as a Group
(7 Persons)

(1) Includes 1,406,667 shares held directly by Mr. Pleus; 1,046,338 shares held
by Whitney Holdings, Inc. and 533,334 shares held by Whitney Holdings Group LLC,
which are controlled by Mr. Pleus; 133,334 shares held by the Albert Pleus
Family Trust of which Mr. Pleus is trustee; options to purchase 116,667 shares;
options to purchase 1,505,514 shares; and warrants held by Whitney Holdings,
Inc. to purchase 633,420 shares. Does not include 2,922,000 shares and warrants
to purchase 3,368,100 shares held by LCA Capital Partners I, Inc., in which Mr.
Pleus is a minority shareholder.

                                       19
<PAGE>

(2) Includes 975,500 shares held directly by Mr. Butta; and options to purchase
140,000 shares.

(3) Includes 66,667 shares held directly by Mr. Ariav; 1,313,005 shares held by
Glossy Finish LLC which is controlled by Mr. Ariav; options to purchase 266,667
shares; options to purchase 310,000 shares; options to purchase 400,000 shares;
options to purchase 577,941 shares; and warrants held by Glossy Finish LLC to
purchase 246,330 shares.

(4) Includes 825,499 shares held directly by Mr. Allen; 2,922,000 shares and
warrants to purchase 3,368,100 shares held by LCA Capital Partners I, Inc.,
which is controlled by Mr. Allen.

(5) Includes 2,922,000 shares and warrants to purchase 3,368,100 shares held by
LCA Capital Partners I, Inc. which is controlled by Mr. Allen.

(6) Includes 235,000 shares held directly by Mr. Butta; 50,000 shares held by
Mr. Butta's immediate family; warrants to purchase 50,000 shares; warrants to
purchase 175,950 shares; and warrants to purchase 33,333 shares.

(7) Includes 129,250 shares held directly by Mr. Garfinkle; warrants to purchase
50,000 shares; and warrants to purchase 240,000 shares held by Navig8US.com
LLC, of which Mr. Garfinkle is the managing member.

(8) The information in this note (8) and in the table is based solely upon the
Company's records. Includes 15,000,000 shares held by Barron Partners, L.P.;
warrants to purchase 4,590,000 shares; and warrants to purchase 3,672,000
shares. Pursuant to the Stock Purchase Agreement dated January 2, 2004, 28% of
these shares are to be voted as the Company's Board of Directors may direct.

(9) Includes 287,889 shares held directly by Mr. James Ong; warrants to purchase
43,998 at $.56; and participating preferred of SuperStock which is exchangeable
into 2,336,874 shares of the Company. Mr. James Ong is a former shareholder of
SuperStock.

(10) Includes 50,000 shares held by C. Donald Wiggins who is the Director
Nominee of Mr. James Ong, one of the selling shareholders of SuperStock.

                      EQUITY COMPENSATION PLAN INFORMATION

Below is a summary of options outstanding and options available for future
issuance at December 31, 2003:

                               NUMBER OF
                           SECURITIES TO BE
                              ISSUED UPON
                              EXERCISE OF
                               OPTIONS,                        NUMBER OF SHARES
                              WARRANTS &                         AVAILABLE FOR
                                RIGHTS       WEIGHTED AVERAGE   FUTURE ISSUANCE
      PLAN CATEGORY           OUTSTANDING     EXERCISE PRICE          (1)
-------------------------  ----------------  ----------------  -----------------

Equity compensation plans      1,335,000           $0.25            496,264
  approved by security
  holders

Equity compensation plans      1,950,001           $0.67
  not approved by
  security holders (2)

(1) The formula used to calculate the 496,264 shares available for future
issuance is the total 3,000,000 shares authorized for issuance under the Plan
less options granted under the Plan, not including those assumed in connection
with business combinations, plus options that have lapsed, less 1,168,736 shares
granted to consultants, employees, officers, and directors of the Company.

                                       20
<PAGE>

(2) The 1,950,001 shares in the table above represent options to purchase
1,279,168 shares and warrants to purchase 670,833 shares remaining under grants
made outside of the Plan in 2000 to 2003 to employees, consultants, directors
and officers. The terms of these options are substantially identical to those
granted under the Plan.

ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ACQUISITION OF SUPERSTOCK, INC.

As of February 29, 2004, a21 completed the acquisition of all of the voting
common stock, representing 83% of the outstanding equity, of SuperStock, Inc., a
licensor of stock images to primarily the advertising and publishing industries.
SuperStock's primary assets include approximately 900,000 images that it either
owns or licenses from third parties, an approximately 73,000 square foot
facility in Jacksonville, Florida, receivables from its customers and cash.
SuperStock is now a subsidiary of a21.

In consideration for the sale and purchase of the common stock of SuperStock,
the sellers, including James Ong, the beneficial owner of more than 5% of the
Company's common stock, received 1,666,717 shares of non-voting participating
preferred stock of SuperStock which is exchangeable into 5,000,151 shares of a21
common stock, $2,600,625 in cash, and a fourteen (14) month secured note in the
amount of $1,576,250 that initially pays an interest rate of Libor plus 1.9% per
annum. In addition, the Company granted warrants to the sellers to purchase
160,000 shares of a21 common stock at $0.56 per share and issued the sellers and
their advisors 573,589 shares of its common stock for $149,539 cash
consideration. Final adjustments will be made to the purchase price after
finalization of SuperStock's closing balance sheet. The sellers may also receive
up to $1,500,000 should SuperStock's revenue achieve certain projections for the
four year period after closing.

CONSULTING AGREEMENT WITH DIRECTOR

Pursuant to a consulting agreement, dated July 1, 2002, between the Company and
Mr. Thomas V. Butta, a Director and brother of Vincent C. Butta, a Director, Mr.
Butta agreed to serve as a consultant to the Company and to provide marketing
and consulting services. As compensation for his services, the Company issued
Mr. Butta a warrant to purchase 50,000 shares of common stock at an exercise
price of $.25 per share and agreed to issue Mr. Butta 5,000 shares of common
stock per month. The consulting agreement expired on May 31, 2003. We are
currently discussing the terms of a new agreement with Mr. Butta.

STOCKHOLDER LOANS

From time to time shareholders, officers and directors of the Company have
loaned the Company funds on terms that are as favorable as the Company could
have received from unrelated third parties. As of December 31, 2003, LCA Capital
Partners I, Inc., the beneficial owner of more than 5% of the Company's common
stock, a company controlled by Luke Allen, a Director, and in which Albert
Pleus, Chairman of the Company, is a minority shareholder, had advanced funds to
the Company including accrued interest of $489,650. Subsequent to December 31,
2003, LCA agreed to convert $450,000 of the amounts due and owing into equity
under the same terms and conditions as an unaffiliated investor who invested
$3,000,000 in the Company in February 2004. LCA has been issued warrants to
purchase 201,000 shares of the Company at prices from $.20 to $.30 in
conjunction with the original notes. The balance due on the notes (less
$450,000) is due June 30, 2004, and accrues interest at 12% per annum.

In addition, Mr. Allen, a Director, Mr. Pleus, Chairman of the Company, and Mr.
Thomas Butta, a Director, loaned the Company $30,000, $15,000 and $25,000
directly during 2003, which along with accrued interest was outstanding as of
December 31, 2003. Mr. Butta agreed to convert $25,000 of the amount due and
owing into equity under the same terms and conditions as an unaffiliated
investor who invested $3,000,000 in the Company in February 2004. The balance
due on the remaining notes is due June 30, 2004, and accrues interest at 12% per
annum.

ITEM  13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
---------  ---------------------------------------------------------------------

3.1(a)     Articles of Incorporation of the Registrant, as filed with the
           Secretary of State of the State of Texas on November 8, 1995 (1)

3.1(b)     Amendment to Articles of Incorporation as filed with the Secretary of
           State of the State of Texas filed on May 2, 2002 (2)

                                       21
<PAGE>

EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
---------  ---------------------------------------------------------------------

3.2        Bylaws of the Registrant, as amended to date (3)

10.1       2002 Directors, Officers and Consultants Stock Option, Stock Warrant
           and Stock Award Plan (4)

10.2       Amendment No. 1 to a21, Inc. 2002 Directors, Officers and
           Consultants Stock Option, Stock Warrant and Stock Award Plan (5)

10.3       Consulting Agreement, dated September 14, 2002, between the
           Registrant and Albert H. Pleus (6)

10.4       Employment Agreement, dated September 14, 2002, between the
           Registrant and Haim Ariav (6)

10.5       Consulting Agreement, dated July 1, 2002, between the Registrant and
           Thomas Butta (6)

10.6       Amended and Restated Stock Purchase and Recapitalization Agreement
           by and Among A21, Inc. and SuperStock, Inc., and Sellers Dated
           November 10, 2003, Amended February 20, 2004, and Amended and
           Restated February 29, 2004 (7)

10.7*      Amended and Restated Revolving Promissory Note dated as of
           February 29, 2004

10.8*      Form of Non-Negotiable 12% Promissory Note

10.9*      Form of Convertible Promissory Note

10.10*     Stock Purchase Agreement between a21, Inc. and certain Investors (as
           listed on Schedule A) dated January 2, 2004

10.11*     Registration Rights Agreement dated January 2, 2004

10.12*     Mortgage and Security Agreement dated February 29, 2004

10.13*     Intercreditor Agreement dated February 29, 2004

10.14*     Sale and Purchase Agreement for the SuperStock Facility dated
           April 1, 2004

23.1*      Consent of Eisner LLP

23.2*      Consent of Marcum & Kliegman LLP

31.1*      Certification of the Chief Executive Officer pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002

31.2*      Certification of the Chief Financial Officer pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002

32.1*      Certification of the Chief Executive Officer pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002

32.2*      Certification of the Chief Financial Officer pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002

* Filed herewith

(1) Incorporated herein by reference to Exhibit No. 3.1 to the Registrant's
Registration Statement on Form SB-2, filed on December 1, 1998.


                                       22
<PAGE>

(2) Incorporated herein by reference to Exhibit No. 3.2 to the Registrant's
Current Report on Form 8-K dated April 30, 2002, filed on May 15, 2002.

(3) Incorporated herein by reference to Exhibit No. 3.2 to the Registrant's
Registration Statement on Form SB-2, filed on December 1, 1998.

(4) Incorporated herein by reference to Exhibit No. 4.1 to Registrant's
Registration Statement on Form S-8, filed on April 25, 2002.

(5) Incorporated herein by reference to Exhibit No. 4.5 to Registrant's
Registration Statement on Form S-8, filed on July 18, 2002.

(6) Incorporated herein by reference to Exhibit No. 10 to Registrant's Annual
Report on Form 10-KSB, filed on May 20, 2003

(7) Incorporated herein by reference to Exhibit No. 2.1 to Registrant's Current
Report on Form 8-K filed on March 15, 2004.

(b) REPORTS ON FORM 8-K:

Not Applicable.


ITEM  14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the fiscal year ended December 31, 2002 and until April 30, 2003, our
principal independent auditor was Grassi & Co. CPAs, P.C. From May 1, 2003 to
February 28, 2004, our principal independent auditor was Markum & Kliegman LLP.
Thereafter, our principal independent auditor was Eisner LLP. The services of
each were provided in the following categories and amount:


AUDIT FEES

The aggregate fees billed by Grassi & Co. CPAs, P.C. during the fiscal year
ended December 2002 for the audit of the Company's annual financial statements
for the for the years ended December 31, 2001 and 2002 in our Form 8-K and for
the review of the financial statements in our Quarterly Reports on Form 10-QSB
during the fiscal year ended December 2002 was $84,000.

The aggregate fees billed by Markum & Kliegman LLP for the audit of the
Company's annual financial statements for the fiscal year ended December 31,
2002 and for the review of the financial statements in our Quarterly Reports on
Form 10-QSB during the fiscal year ended December 2003 were $122,000.

The aggregate fees proposed by Eisner LLP in the engagement letter for the audit
of the Company's annual financial statements for the fiscal year ended December
31, 2003 is $50,000.

AUDIT RELATED FEES

There were no audit related fees paid to an outside accountant.

TAX FEES

There were no tax fees paid to an outside accountant.

ALL OTHER FEES

There were no other fees paid to an outside accountant.

PRE-APPROVAL OF SERVICES

The Audit Committee pre-approves all services, including both audit and
non-audit services, provided by our independent accountants. For audit services,
each year the independent auditor provides the Audit Committee with an
engagement letter outlining the scope of the audit services proposed to be
performed during the year, which must be formally accepted by the Committee
before the audit commences. The independent auditor also submits an audit
services fee proposal, which also must be approved by the Committee before the
audit commences.




                                       24
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

a21, Inc.

                                          By: /s/ HAIM ARIAV
                                              ----------------------------------
                                              HAIM ARIAV
                                              President and Principal
                                              Executive Officer

April 14, 2004

We, the undersigned directors and executive officers of the Registrant, hereby
severally constitute Albert H. Pleus and Haim Ariav, and each of them singly,
our true and lawful attorneys with full power to them and each of them to sign
for us, and in our names in the capacities indicated below, any and all
amendments to the Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys to any and all amendments to said Annual Report
on Form 10-KSB.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on April 14, 2004, by the following persons on behalf of the
Registrant and in the capacities indicated below:


               SIGNATURE                            TITLE (CAPACITY)
--------------------------------------   ---------------------------------------

/s/ ALBERT H. PLEUS                      Chairman, Director and Principal
----------------------------------       Financial Officer
ALBERT H. PLEUS

/s/ HAIM ARIAV                           President and Principal Executive
----------------------------------       Officer
HAIM ARIAV

/s/ VINCENT C. BUTTA                     Director
----------------------------------
VINCENT C. BUTTA

/s/ THOMAS V. BUTTA                      Director
----------------------------------
THOMAS V. BUTTA

/s/ LUKE A. ALLEN                        Director
----------------------------------
LUKE A. ALLEN

/s/ PHILIP N. GARFINKLE                  Director
----------------------------------
PHILIP N. GARFINKLE


                                       25
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders

a21, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of a21, Inc. and
subsidiaries (a development stage enterprise) (the "Company") as of December 31,
2003 and the related consolidated statements of operations, changes in
stockholders' equity (capital deficit) and cash flows for the year ended
December 31, 2003 and for the period from September 19, 2000 (inception) to
December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of a21, Inc. and
subsidiaries as of December 31, 2003 and the consolidated results of their
operations and their consolidated cash flows for the year ended December 31,
2003 and for the period from September 19, 2000 (inception) to December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, the Company is in the development stage, has
incurred net losses since inception and has working capital and capital deficit
positions as of December 31, 2003. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
these matters also are described in Note B. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Eisner LLP
------------------
New York, New York
March 30, 2004





                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Shareholders
a21 Inc. and Subsidiaries

We have audited the accompanying consolidated statements of operations,
shareholders' equity (capital deficit), and cash flows of a21 Inc. and
Subsidiaries (A Development Stage Enterprise) (the "Company") for the year ended
December 31, 2002 and for the period from September 19, 2000 (Date of Inception)
to December 31, 2002 (for which the consolidated statement of operations and
cash flows are not presented separately herein). These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of a21 Inc. and
Subsidiaries (A Development Stage Enterprise) referred to above present fairly,
in all material respects, the results of their operations and their cash flows
for the year ended December 31, 2002 and for the period from September 19, 2000
(Date of Inception) to December 31, 2002 (which are not presented separately
herein) in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, the Company is in the development stage, has
incurred net losses since inception and expects to incur net losses for the
foreseeable future. These conditions raise substantial doubt about its ability
to continue as a going concern. Management's plans regarding those matters also
are described in Note B. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Marcum & Kliegman LLP
----------------------------
New York, New York
May 22, 2003

                                      F-2
<PAGE>

CONSOLIDATED BALANCE SHEET
December 31, 2003

<TABLE>
<CAPTION>
ASSETS
Current assets:
<S>                                                                                  <C>
   Cash and cash equivalents                                                         $         1,000

Fixed assets, net                                                                             15,000
Other assets                                                                                  15,000
                                                                                     ---------------

                                                                                     $        31,000
                                                                                     ===============
LIABILITIES
Current liabilities:
   Accounts payable                                                                  $       556,000
   Accrued wages and payroll taxes (Note K[6])                                               340,000
   Accrued interest (including $53,000 to affiliates)                                         60,000
   Notes payable (including $509,000 to affiliates)                                          584,000
                                                                                     ---------------

      Total current liabilities                                                            1,540,000
                                                                                     ---------------


Commitments and other matters (Note K)

CAPITAL DEFICIT
Preferred stock; $.001 par value; 100,000 shares authorized; none issued
Common stock; $.001 par value; 100,000,000 shares authorized; 22,708,000 shares
   issued and 19,028,000 shares outstanding                                                   23,000
Additional paid-in capital                                                                 5,388,000
Treasury stock; 3,680,000 shares at cost                                                           0
Deficit accumulated during the development stage                                          (6,920,000)
                                                                                     ---------------

      Total capital deficit                                                               (1,509,000)
                                                                                     ---------------

                                                                                     $        31,000
                                                                                     ===============
</TABLE>

See notes to consolidated financial statements

                                       F-3
<PAGE>


CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                          PERIOD FROM
                                                                                         SEPTEMBER 19,
                                                                                        2000 (INCEPTION)
                                                       YEAR ENDED DECEMBER 31,          TO DECEMBER 31,
                                                       2003              2002                 2003
                                                 ---------------   ---------------    ------------------
<S>                                                       <C>              <C>                   <C>
Expenses:
   Research and development                                        $       178,000    $          436,000
   General and administrative (1)                $     1,133,000         2,012,000             5,080,000
   Write-off of website development costs                                  843,000               843,000
   Loss on valuation of investment                        77,000           113,000               190,000
   Depreciation and amortization                          36,000            55,000               167,000
   Interest expense, net                                  87,000            90,000               204,000
                                                 ---------------   ---------------    ------------------

                                                       1,333,000         3,291,000             6,920,000
                                                 ---------------   ---------------    ------------------

Net loss                                         $    (1,333,000)  $    (3,291,000)   $       (6,920,000)
                                                 ===============   ===============    ==================

Net loss per share - basic and diluted           $          (.08)  $          (.30)
                                                 ===============   ===============

Weighted average common shares outstanding -
   basic and diluted                                  17,632,000        10,853,000
                                                 ===============   ===============
</TABLE>


(1)  General and administrative expenses are presented exclusive of depreciation
     and amortization, which is presented separately.


See notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)


<TABLE>
<CAPTION>
                                                         PREFERRED STOCK                 COMMON STOCK
                                                  -----------------------------   -------------------------
                                                    NUMBER OF                        NUMBER OF
                                                      SHARES           AMOUNT         SHARES        AMOUNT
                                                  ------------     ------------   ------------   ----------
<S>                                               <C>              <C>            <C>            <C>
Balance, September 19, 2000 (inception)
Issuance of common stock for cash:
   at $0.00012 per share, September                                                  2,991,000   $     3,000
   at $0.03 per share, September - December                                          2,405,000         3,000
Issuance of preferred stock for cash (Note A):
   at $1.50 per share, October - December              317,000
Issuance of common stock for services:
   at $0.03 per share, October - November                                              300,000
Net loss
                                                  ------------                   -------------
Balance, December 31, 2000                             317,000                       5,696,000         6,000
Issuance of common stock for services:
   at $0.03 per share, January - February                                              333,000
Issuance of preferred stock for cash (Note A):
   at $1.50 per share, February                        100,000     $    1,000
   at $2.25 per share, February                         33,000
   at $2.25 per share, March                            33,000
   at $1.50 per share, June                             17,000
Issuance of common stock to acquire AdPads Series
   B preferred stock at $0.09 per share, December                                    1,000,000         1,000
Net loss
                                                  ------------    -----------    -------------
Balance, December 31, 2001                             500,000          1,000        7,029,000         7,000
</TABLE>

                                       F-4
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)


<TABLE>
<CAPTION>
                                                                                         DEFICIT
                                                      TREASURY STOCK                   ACCUMULATED
                                                ----------------------   ADDITIONAL     DURING THE
                                                 NUMBER OF                 PAID-IN     DEVELOPMENT
                                                  SHARES      AMOUNT       CAPITAL        STAGE             TOTAL
                                                ----------- ----------  ------------  --------------    ------------
<S>                                             <C>         <C>         <C>           <C>               <C>
Balance, September 19, 2000 (inception)
Issuance of common stock for cash:
   at $0.00012 per share, September                                      $      1,000                  $       4,000
   at $0.03 per share, September - December                                    69,000                         72,000
Issuance of preferred stock for cash (Note A):
   at $1.50 per share, October - December                                     475,000                        475,000
Issuance of common stock for services:
   at $0.03 per share, October - November                                      17,000                         17,000
Net loss                                                                                $    (356,000)      (356,000)
                                                                         ------------   ------------- --------------

Balance, December 31, 2000                                                    562,000        (356,000)       212,000
Issuance of common stock for services:
   at $0.03 per share, January - February                                      10,000                         10,000
Issuance of preferred stock for cash (Note A):
   at $1.50 per share, February                                               149,000                        150,000
   at $2.25 per share, February                                                75,000                         75,000
   at $2.25 per share, March                                                   75,000                         75,000
   at $1.50 per share, June                                                    25,000                         25,000
Issuance of common stock to acquire AdPads
   Series B preferred stock at $0.09 per share,
December                                                                       89,000                         90,000
Net loss                                                                                   (1,940,000)    (1,940,000)
                                                                         ------------ --------------- --------------

Balance, December 31, 2001                                                    985,000      (2,296,000)    (1,303,000)
</TABLE>


                                       F-5
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)

<TABLE>
<CAPTION>
                                                               PREFERRED STOCK                  COMMON STOCK
                                                       ---------------------------     ----------------------------
                                                         NUMBER OF                       NUMBER OF
                                                          SHARES          AMOUNT           SHARES          AMOUNT
                                                       ------------    -----------     -------------     ----------
<S>                                                         <C>           <C>              <C>           <C>
 (brought forward)                                          500,000       $  1,000         7,029,000     $   7,000

 Exercise of stock options at $0.15 per share, March                                         800,000         1,000
 Issuance of common stock for 83,334 shares of AdPads
    Series A preferred stock at $0.15 per share, March                                       333,000
 Issuance of common stock for 83,334 shares of AdPads
    Series A preferred stock at $0.15 per share, April                                       333,000
 Issuance of common stock to a21 Acquisition                                               3,680,000         4,000
 Exercise of warrants at $0.15 per share                                                     250,000
 Issuance of common stock to shareholders of Saratoga
    Holding I, lnc. pursuant to the terms of the
    reverse acquisition agreement                                                          1,854,000         2,000
 Exchange of preferred stock for common stock pursuant
    to the terms of the reverse acquisition agreement      (500,000)        (1,000)          500,000         1,000
 Issuance of common stock for cash:
    at $0.40 per share, June                                                                  20,000
    at $0.60 per share, June                                                                 325,000         1,000
 Issuance of common stock for services:
    at $0.25 per share, May                                                                  166,000         1,000
    at $0.45 per share, May                                                                  100,000
    at $0.86 per share, July                                                                  50,000
    at $0.58 per share, August                                                               100,000
    at $0.50 per share, September                                                            115,000
    at $0.55 per share, September                                                             29,000
    at $0.60 per share, September                                                             10,000
    at $0.61 per share, September                                                             16,000
    at $1.67 per share, September                                                             40,000
    at $0.20 per share, October                                                              215,000
    at $0.50 per share, October                                                               50,000
                                                       ------------    -----------     -------------     ----------
 (carried over)                                                   0              0        16,015,000        17,000
</TABLE>

                                       F-6

<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                                 DEFICIT
                                                              TREASURY STOCK                   ACCUMULATED
                                                        ----------------------   ADDITIONAL     DURING THE
                                                         NUMBER OF                PAID-IN      DEVELOPMENT
                                                          SHARES      AMOUNT      CAPITAL         STAGE             TOTAL
                                                        ----------- ----------  -----------  --------------    ------------
<S>                                                     <C>         <C>         <C>           <C>               <C>

 (brought forward)                                                              $   985,000   $  (2,296,000)   $(1,303,000)

 Exercise of stock options at $0.15 per share, March                                119,000                        120,000
 Issuance of common stock for 83,334 shares of
    AdPads Series A preferred stock at $0.15 per share,
    March                                                                            50,000                         50,000
 Issuance of common stock for 83,334 shares of
    AdPads Series A preferred stock at $0.15 per share,
    April                                                                            50,000                         50,000
 Issuance of common stock to a21 Acquisition             (3,680,000)                 (4,000)                             0
 Exercise of warrants at $0.15 per share                                             37,000                         37,000
 Issuance of common stock to shareholders of
    Saratoga Holding I, lnc. pursuant to the terms of the
    reverse acquisition agreement                                                    (2,000)                             0
 Exchange of preferred stock for common stock
    pursuant to the terms of the reverse acquisition
    agreement
 Issuance of common stock for cash:
    at $0.40 per share, June                                                          8,000                          8,000
    at $0.60 per share, June                                                        194,000                        195,000
 Issuance of common stock for services:
    at $0.25 per share, May                                                          42,000                         43,000
    at $0.45 per share, May                                                          45,000                         45,000
    at $0.86 per share, July                                                         43,000                         43,000
    at $0.58 per share, August                                                       58,000                         58,000
    at $0.50 per share, September                                                    58,000                         58,000
    at $0.55 per share, September                                                    16,000                         16,000
    at $0.60 per share, September                                                     6,000                          6,000
    at $0.61 per share, September                                                    10,000                         10,000
    at $1.67 per share, September                                                    67,000                         67,000
    at $0.20 per share, October                                                      43,000                         43,000
    at $0.50 per share, October                                                      25,000                         25,000
                                                        ----------- ----------  -----------  --------------    ------------
 (carried over)                                          (3,680,000)              1,850,000      (2,296,000)       (429,000)
</TABLE>


                                       F-7

<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)


<TABLE>
<CAPTION>
                                                               PREFERRED STOCK                  COMMON STOCK
                                                       ---------------------------     ----------------------------
                                                         NUMBER OF                       NUMBER OF
                                                          SHARES          AMOUNT           SHARES          AMOUNT
                                                       ------------    -----------     -------------     ----------
<S>                                                         <C>           <C>              <C>           <C>
(brought forward)                                                 0    $         0        16,015,000     $   17,000
   at $0.62 per share, October                                                                26,000
   at $0.40 per share, November                                                               40,000
   at $0.40 per share, December                                                               40,000
Issuance of common stock for other liabilities:
   at $0.38 per share, September                                                             130,000
   at $0.60 per share, September                                                             251,000
   at $0.29 per share, December                                                              125,000
   at $0.26 per share, December                                                              400,000           1,000
   at $0.41 per share, December                                                              200,000
   at $0.90 per share, December                                                              153,000
Issuance of common stock for exercised convertible notes:
   at $1.50 per share, July                                                                  128,000
   at $2.25 per share, July                                                                  101,000
General release of liabilities for compensation and
   expenses by employee stockholders, September
Issuance of options and warrants for consulting
 services Issuance of options and
warrants for compensation Issuance of options and
 warrants for financing costs
Net loss for the year                                             0              0
                                                       ------------    -----------     -------------     ----------
BALANCE, DECEMBER 31, 2002                                                                17,609,000         18,000
Issuance of common stock for cash:
   at $0.20 per share, May                                                                   500,000          1,000
   at $0.28 per share, May                                                                   400,000
   at $0.10 per share, September                                                             500,000          1,000
Issuance of common stock for services:
   at $0.28 per share, January                                                               130,000
   at $0.21 per share, January                                                                50,000
   at $0.23 per share, April                                                                 100,000
   at $0.23 per share, May                                        0              0           120,000
                                                       ------------    -----------     -------------     ----------
(carried over)                                                    0              0        19,409,000         20,000
</TABLE>



                                       F-8
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)


<TABLE>
<CAPTION>
                                                                                              DEFICIT
                                                      TREASURY STOCK                        ACCUMULATED
                                                 ------------------------    ADDITIONAL     DURING THE
                                                   NUMBER OF                  PAID-IN       DEVELOPMENT
                                                    SHARES       AMOUNT       CAPITAL           STAGE            TOTAL
                                                 ------------ ----------- --------------  --------------   -------------
<S>                                              <C>                      <C>             <C>              <C>
(brought forward)                                (3,680,000)              $  1,850,000    $  (2,296,000)   $    (429,000)
   at $0.62 per share, October                                                  16,000                            16,000
   at $0.40 per share, November                                                 16,000                            16,000
   at $0.40 per share, December                                                 16,000                            16,000
Issuance of common stock for other liabilities:
   at $0.38 per share, September                                                49,000                            49,000
   at $0.60 per share, September                                               150,000                           150,000
   at $0.29 per share, December                                                 36,000                            36,000
   at $0.26 per share, December                                                104,000                           105,000
   at $0.41 per share, December                                                 83,000                            83,000
   at $0.90 per share, December                                                138,000                           138,000
Issuance of common stock for exercised
   convertible notes:
   at $1.50 per share, July                                                    191,000                           191,000
   at $2.25 per share, July                                                    228,000                           228,000
General release of liabilities for
compensation and expenses by employee stockholders,
   September                                                                 1,447,000                         1,447,000
Issuance of options and warrants for
   consulting services                                                         191,000                           191,000
Issuance of options and warrants for
   compensation                                                                103,000                           103,000
Issuance of options and warrants for
   financing costs                                                              34,000                            34,000
Net loss for the year                                                                        (3,291,000)      (3,291,000)
                                               ------------               ------------    -------------     ------------
Balance, December 31, 2002                       (3,680,000)                 4,652,000       (5,587,000)        (917,000)
Issuance of common stock for cash:
   at $0.20 per share, May                                                      99,000                           100,000
   at $0.28 per share, May                                                     110,000                           110,000
   at $0.10 per share, September                                                49,000                            50,000
Issuance of common stock for services:
   at $0.28 per share, January                                                  37,000                            37,000
   at $0.21 per share, January                                                  10,000                            10,000
   at $0.23 per share, April                                                    23,000                            23,000
   at $0.23 per share, May                                                      28,000                            28,000
                                               ------------               ------------    -------------     ------------
(carried over)                                   (3,680,000)                 5,008,000       (5,587,000)        (559,000)
</TABLE>


                                       F-9
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)


<TABLE>
<CAPTION>
                                                            PREFERRED STOCK                     COMMON STOCK
                                                       ---------------------------     ----------------------------
                                                         NUMBER OF                      NUMBER OF
                                                          SHARES          AMOUNT          SHARES        AMOUNT
                                                       ------------    -----------     -----------   ------------
<S>                                                           <C>       <C>            <C>           <C>
(brought forward)                                               0       $      0       19,409,000    $    20,000

   at $0.23 per share, May                                                                 50,000
   at $0.23 per share, May                                                                375,000          1,000
   at $0.23 per share, May                                                                 36,000
   at $0.11 per share, June                                                                45,000
   at $0.40 per share, June                                                                85,000
   at $0.08 per share, June                                                                30,000
   at $0.08 per share, June                                                                50,000
   at $0.11 per share, June                                                             1,138,000          1,000
   at $0.10 per share, June                                                             1,013,000          1,000
   at $0.11 per share, August                                                             200,000
   at $0.10 per share, August                                                              25,000
   at $0.10 per share, September                                                          125,000
   at $0.50 per share, October                                                             23,000
Issuance of common stock for potential
 acquisition which did not close at $0.11
 per share, June                                                                          100,000
Issuance of warrants for consulting services
Issuance of warrants with notes payable
Adjustment for 4,274 shares issued, effective at
 merger                                                                                     4,000
Compensation for change in value of variable options
Net loss for the year
                                                     ------------    -----------    -------------

Balance, December 31, 2003                                      0       $      0       22,708,000    $    23,000
                                                     ============       ========    =============    ===========
</TABLE>



                                       F-10
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
(CONTINUED)

<TABLE>
<CAPTION>

                                                                                                DEFICIT
                                                       TREASURY STOCK                         ACCUMULATED
                                                 ------------------------     ADDITIONAL      DURING THE
                                                  NUMBER OF                     PAID-IN       DEVELOPMENT
                                                    SHARES         AMOUNT       CAPITAL          STAGE          TOTAL
                                               ---------------   ---------   ------------    ------------- --------------
<S>                                                 <C>           <C>       <C>              <C>            <C>
(brought forward)                                   (3,680,000)              $  5,008,000    $  (5,587,000) $    (559,000)

   at $0.23 per share, May                                                         12,000                          12,000
   at $0.23 per share, May                                                         87,000                          88,000
   at $0.23 per share, May                                                          8,000                           8,000
   at $0.11 per share, June                                                         5,000                           5,000
   at $0.40 per share, June                                                        34,000                          34,000
   at $0.08 per share, June                                                         2,000                           2,000
   at $0.08 per share, June                                                         4,000                           4,000
   at $0.11 per share, June                                                       119,000                         120,000
   at $0.10 per share, June                                                       104,000                         105,000
   at $0.11 per share, August                                                      22,000                          22,000
   at $0.10 per share, August                                                       2,000                           2,000
   at $0.10 per share, September                                                   12,000                          12,000
   at $0.50 per share, October                                                     11,000                          11,000
Issuance of common stock for potential
   acquisition which did not close at $0.11 per share, June                        11,000                          11,000
Issuance of warrants for consulting services                                       22,000                          22,000
Issuance of warrants with notes payable                                            28,000                          28,000
Adjustment for 4,274 shares issued, effective
   at merger                                                                                                            0
Compensation for change in value of variable
   options                                                                       (103,000)                       (103,000)
Net loss for the year                                                                           (1,333,000)    (1,333,000)
                                               ---------------   ---------   ------------    ------------- --------------

Balance, December 31, 2003                          (3,680,000)  $       0   $  5,388,000    $  (6,920,000) $  (1,509,000)
                                               ===============   =========   ============    =============  =============
</TABLE>


See notes to consolidated financial statements

                                      F-11
<PAGE>


STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                PERIOD FROM
                                                                                                               SEPTEMBER 19,
                                                                               YEAR ENDED DECEMBER 31,        2000 (INCEPTION)
                                                                          ---------------------------------   TO DECEMBER 31,
                                                                                2003             2002               2003
                                                                          ----------------  ---------------  ----------------
Cash flows from operating activities:
<S>                                                                       <C>               <C>              <C>
   Net loss                                                               $    (1,333,000)  $    (3,291,000) $    (6,920,000)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
        Depreciation and amortization                                              36,000            55,000          167,000
        Write-off of website development costs                                                      843,000          843,000
        Write-off of advances to shareholder                                                                         136,000
        Write-off of advances on abandoned merger                                                                     26,000
        Writedown of investment                                                    77,000           113,000          190,000
        Consulting fee from issuance of options and warrants                       22,000           191,000          213,000
        Compensation from options                                                (103,000)          146,000           43,000
        Financing costs from issuance of warrants                                  28,000            34,000           62,000
        Common stock issued for services                                          444,000           899,000        1,370,000
        Changes in:
           Deposits                                                                                   2,000
           Accounts payable                                                       219,000           182,000          695,000
           Accrued wages and payroll taxes                                        161,000           574,000        1,877,000
           Accrued interest and other current liabilities                          19,000            (6,000)         153,000
                                                                          ---------------   ---------------  ---------------

              Net cash used in operating activities                              (430,000)         (258,000)      (1,145,000)
                                                                          ---------------   ---------------  ---------------

Cash flows from investing activities:
   Acquisition of property and equipment                                                                             (14,000)
   Advances to shareholders/affiliates                                                              (15,000)        (151,000)
   Advances on abandoned merger                                                                                      (25,000)
   Website development costs                                                                       (273,000)        (843,000)
                                                                                            ---------------  ---------------

              Net cash used in investing activities                                                (288,000)      (1,033,000)
                                                                                            ---------------  ---------------

Cash flows from financing activities:
   Proceeds from notes payable - shareholder                                      177,000           424,000          740,000
   Proceeds from convertible notes payable                                                                           197,000
   Proceeds from exercised warrants for common stock                                                 38,000           38,000
   Repayment of notes payable - shareholder                                                        (120,000)        (120,000)
   Repayment of notes payable                                                     (15,000)                           (15,000)
   Proceeds from sale of common stock                                             260,000           203,000          539,000
   Proceeds from sale of preferred stock                                                                             800,000
                                                                          ---------------   ---------------  ---------------

              Net cash provided by financing activities                           422,000           545,000        2,179,000
                                                                          ---------------   ---------------  ---------------

Net (decrease) increase in cash and cash equivalents                               (8,000)           (1,000)           1,000
Cash and cash equivalents - January 1                                               9,000            10,000
                                                                          ---------------   ---------------  ---------------

Cash and cash equivalents - December 31                                   $         1,000   $         9,000  $         1,000
                                                                          ===============   ===============  ===============

Supplemental disclosure of noncash activities:
 Issuance of common stock for:
      Investment in AdPads preferred stock                                                  $       100,000  $       190,000
      Repayment of convertible notes payable                                                $       365,000  $       365,000
      Payment of accrued interest on convertible note payable                               $        54,000  $        54,000
      Repayment of notes payable - shareholders                                             $       130,000  $       130,000
      Payment of accrued interest on notes payable - shareholders/affiliates                $        21,000  $        21,000
      Prior years accounts payable                                                          $        49,000  $        49,000
      Payment of other liabilities and accruals
      Paid-in capital contributed from general release of accrued
        compensation by employee stockholders                                               $     1,447,000  $     1,447,000
      Prior year accrued wages                                            $        90,000                    $        90,000
Property and equipment acquired through the issuance of
  convertible notes payable                                                                                  $       168,000
Issuance of note payable for accounts payable                             $        90,000                    $        90,000
</TABLE>


See notes to consolidated financial statements

                                      F-12
<PAGE>


NOTE A - THE COMPANY

a21, Inc. (the "Company") was incorporated in the State of Texas on October 28,
1998, under the name Saratoga Holdings I, Inc.

On April 18, 2002, Agence 21, Inc. ("Agence") entered into an exchange agreement
with Saratoga Holdings I, Inc. ("Saratoga"), a Texas corporation and a publicly
traded company, and a21 Acquisition LLC ("A21 Acquisition"), a wholly owned
subsidiary of Saratoga. Prior to the closing of the exchange, A21 Acquisition
held 12,925,000 shares of Saratoga, its parent company, which represented 87.4%
of Saratoga's outstanding common stock.

On April 30, 2002, pursuant to the exchange agreement, the shareholders of
Agence exchanged 26,236,000 shares (84.3%) of the common stock of Agence and
1,500,000 shares (100%) of preferred stock of Agence on a basis of three shares
of Agence for each share of common stock of Saratoga held by A21 Acquisition.
The aggregate of 9,245,000 shares of the Company's common stock issued to
Agence's shareholders represented 83.3% of the outstanding common stock of
Saratoga. The remaining 3,680,000 shares of common stock of Saratoga held by A21
Acquisition will be retired April 30, 2004. The minority shareholders of Agence
hold 4,887,000 shares (the "Nonexchanged Shares") of common stock in Agence
representing a 15.7% minority interest in the subsidiary, which the holders
could have exchanged into 1,629,000 common shares of the Company prior to the
expiration of the exchange agreement. 4,062,000 of the Nonexchanged Shares were
issued to a founder upon formation of Agence. 825,000 of the Nonexchanged Shares
were issued as consideration for services.

Effective with the closing of the exchange, Saratoga changed its name to a21,
Inc.

In February 2004, the Company acquired SuperStock, Inc., a Florida company
engaged in the licensing and sale of stock photography.

The Company is currently seeking to acquire companies which have developed
technology and infrastructure engaged in the business of providing photographers
and photography agencies with a full range of marketing, distribution, editorial
and other business services. The Company is seeking to support the digitization
and delivery of images through an electronic infrastructure, and to support
scanning and conversion of print-quality digital images, digital watermarking,
electronic payment and settlement and to provide associated digital asset
management. Marketing services are expected to include artist promotions,
exhibitions and fine art print sales.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]      Basis of presentation:

         The Company has been presented as a "development stage enterprise" in
         accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 7, "Accounting and Reporting By Development Stage Enterprises."
         Since inception, the Company has devoted substantial efforts to
         fund-raising, planning, and development of its electronic
         infrastructure and technology. The Company has not commenced its
         principal operations, nor has it generated revenues from its
         operations.

         The accompanying consolidated financial statements have been prepared
         assuming that the Company will continue as a going concern. The Company
         has incurred net losses of $6,920,000 since inception. Additionally,
         the Company had a net working capital deficit of $1,539,000 at December
         31, 2003. The Company has experienced cash shortages and inability to
         pay its obligations from time to time in 2003 and 2002. Principally all
         of the $1,540,000 of current liabilities is past due or has been
         extended. These amounts include approximately $88,000 payable to the
         Internal Revenue Service and other payroll taxing authorities and
         $252,000 of accrued wages owed to officers and employees of the
         Company. These conditions raise substantial doubt about the Company's
         ability to continue as a going concern.

         The Company has sustained operations by raising capital through the
         private placement of common stock, convertible debt and other debt and
         by issuing equity as consideration for services.


                                      F-13
<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

         Subsequent to December 31, 2003 the Company raised capital and acquired
         SuperStock, Inc. and subsidiaries (see Note L).

         The Company is planning to raise additional capital from time to time
         to reduce its debt, provide working capital for operations, and to
         provide capital for acquisitions. The Company plans to raise capital
         through the issuance of debt, equity or other potential transactions,
         depending upon which provides the most favorable terms for the Company.
         One potential transaction involves the sale of SuperStock's facility in
         Jacksonville, Florida, which would then be leased back. Upon the
         closing of this transaction, the Company plans to repay its first
         mortgage note on the facility and reduce other liabilities as well as
         provide additional working capital for operations and acquisitions.
         There is no guarantee that management will be successful in closing
         this transaction or any debt or equity financings. If the Company is
         unable to raise additional capital, then the Company may not be able to
         fully execute its business plan.

[2]      Principles of consolidation:

         The consolidated financial statements include the accounts of the
         Company and its subsidiaries. All significant intercompany balances and
         transactions have been eliminated.

[3]      Use of estimates:

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenue and expenses during the reporting period.
         Actual results could differ from those estimates.

[4]      Fair value of financial instruments:

         The Company's financial instruments consist primarily of cash, accounts
         payable and accrued expenses, which approximate fair value because of
         their short maturities. The fair value of the Company's notes payable
         to shareholders and an affiliated company are not reasonably
         determinable based on the related party nature of the transactions.

[5]      Cash and cash equivalents:

         The Company considers all highly liquid debt instruments purchased with
         an original maturity of three months or less to be cash equivalents.

[6]      Website development costs:

         The Company applies Emerging Issues Task Force 00-02, "Accounting for
         Website Development Costs," in determining the amount of website
         development costs to be capitalized. These standards require
         capitalization of certain direct development costs associated with
         internal use software and website development costs. Costs to be
         capitalized include internal and external direct project costs
         including, among others, payroll and labor, material and services.
         Preliminary website development costs are expensed as incurred.
         Capitalized costs are amortized on a straight-line basis over three
         years commencing upon substantial completion and commercialization of
         the website.

         Due to the uncertainty of recovery of these costs from future revenue
         and change in the Company business plan to a plan more directed at
         growth through strategic alliances and acquisitions, the Company
         recorded a valuation allowance in the full amount of website
         development costs incurred as of December 31, 2002 in the amount of
         $843,000. There have been no additional research and development costs
         incurred through December 31, 2003.


                                      F-14
<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[7]      Fixed assets:

         Fixed assets are recorded at cost. Expenditures for major additions and
         betterments are capitalized. Maintenance and repairs are charged to
         operations as incurred. Depreciation of property and equipment is
         computed by the straight-line method over the assets' estimated lives
         ranging from 3 to 7 years. Upon sale or retirement of property and
         equipment, the related cost and accumulated depreciation are removed
         from the accounts and any gain or loss is reflected in operations.

[8]      Long-lived assets:

         The Company evaluates its long-lived assets in accordance with
         Statement of Financial Accounting Standards ("SFAS") No. 144,
         "Accounting for the Impairment or Disposal of Long-Lived Assets,"
         pursuant to which an impairment loss is recognized if the carrying
         amount of a long-lived asset is not recoverable and exceeds its fair
         value.

[9]      Research and development costs:

         Research and development costs are expensed as incurred.

[10]     Income taxes:

         The Company uses the asset and liability method of accounting for
         deferred income taxes. Deferred income taxes are measured by applying
         enacted statutory rates to net operating loss carryforwards and to the
         differences between the financial reporting and tax bases of assets and
         liabilities. Deferred tax assets are reduced, if necessary, by a
         valuation allowance if it is more likely than not that some portion or
         all of the deferred tax assets will not be realized.

[11]     Advertising:

         The Company expenses the cost of advertising the first time the
         advertising takes place. Advertising expense charged to operations for
         the years ended December 31, 2003 and 2002 amounted to approximately $0
         and $3,000, respectively.

[12]     Net income (loss) per share:

         The Company calculates net income (loss) per share in accordance with
         the provisions of SFAS No. 128, "Earnings Per Share." SFAS No. 128
         requires a dual presentation of "basic" and "diluted" income (loss) per
         share on the face of the statements of operations. Basic income (loss)
         per share is computed by dividing the net income (loss) by the weighted
         average number of shares of common stock outstanding during each
         period. Diluted income (loss) per share includes the effect, if any,
         from the potential exercise or conversion of securities, such as stock
         options and warrants, which would result in the issuance of incremental
         shares of common stock. For the years ended December 31, 2003 and 2002,
         the basic and diluted net loss per share is the same since the effect
         from the potential exercise of 3,832,000 and 3,712,000 outstanding
         stock options and warrants as of December 31, 2003 and 2002,
         respectively, would have been anti-dilutive.

         For purposes of the loss per share computation, based on date of
         issuance, preferred shares are deemed to be common shares in the
         calculation of weighted average shares outstanding.


                                      F-15
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[13]     Stock-based compensation:

         The Company accounts for stock-based employee compensation under
         Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
         Stock Issued to Employees," and related interpretations. The Company
         has adopted the disclosure-only provisions of SFAS No. 123, "Accounting
         for Stock-Based Compensation," and SFAS No. 148, "Accounting for
         Stock-Based Compensation - Transition and Disclosure." The following
         table illustrates the effect on net loss and loss per share for the
         year ended December 31, 2003 if the fair value based method had been
         applied to all awards.

<TABLE>
<CAPTION>
<S>                                                                    <C>
           Reported net loss                                           $ (1,333,000)
           Stock-based employee compensation included in
              reported net loss, net of related tax effects                (103,000)
           Stock-based employee compensation determined under the
              fair value based method, net of related tax effects                 0
                                                                       ------------

           Pro forma net loss                                          $ (1,436,000)
                                                                       ============

           Loss per share (basic and diluted):
              As reported                                                $(0.08)
                                                                         ======

              Pro forma                                                  $(0.08)
                                                                         ======
</TABLE>

         The fair value of each option is measured at the grant date using the
         Black-Scholes option-pricing model with the following weighted average
         assumptions used for stock options granted during the year ended
         December 31, 2002: annual dividends of $0.00; expected volatility of
         308%; risk free interest rate of 2%, and expected life of five years.
         There were no options granted during the year ended December 31, 2003.

         Had compensation cost for the options granted been determined based on
         fair value at the grant date for the awards consistent with the
         provisions of SFAS No. 123, the Company's pro forma net loss and net
         loss per share would have been $3,413,000 and $0.31, respectively, for
         the year ended December 31, 2002.

         Compensation expense of $103,000 was recorded in the consolidated
         statements of operations as of December 31, 2002, pursuant to variable
         accounting for certain options. The fair value of the Company's stock
         was less than the exercise price of these options on December 31, 2003.
         Accordingly, general and administrative expense for the year ended
         December 31, 2003 was reduced by the $103,000 of compensation expense
         recorded through December 31, 2002.

[14] Recently issued accounting pronouncements:

         On May 15, 2003, the Financial Accounting Standards Board issued SFAS
         No. 150, "Accounting for Certain Financial Instruments with
         Characteristics of Both Liabilities and Equity." SFAS No. 150
         establishes standards for how an issuer classifies and measures certain
         financial instruments with characteristics of both liabilities and
         equity. It requires that an issuer classify a financial instrument that
         is within its scope as a liability (or an asset in some circumstances).
         SFAS No. 150 affects the issuer's accounting for three types of
         freestanding financial instruments:

         o        Mandatorily redeemable shares, which the issuing company is
                  obligated to buy back in exchange for cash or other assets.

         o        Instruments that do or may require the issuer to buy back some
                  of its shares in exchange for cash or other assets; includes
                  put options and forward purchase contracts.


                                      F-16
<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

         o        Obligations that can be settled with shares, the monetary
                  value of which is fixed, tied solely or predominantly to a
                  variable such as a market index, or varies inversely with the
                  value of the issuers' shares.

         SFAS No. 150 does not apply to features embedded in a financial
         instrument that is not a derivative in its entirety. Most of the
         guidance in SFAS No. 150 is effective for all financial instruments
         entered into or modified after May 31, 2003, and otherwise is effective
         at the beginning of the first interim period beginning after June 15,
         2003. The Company believes that it is substantially in compliance with
         the requirements of SFAS No. 150.

NOTE C - ADVANCE TO SHAREHOLDER

Advance to shareholder in the amount of $15,000 is non-interest bearing, is due
on demand and is repayable in shares of common stock of the Company with a value
of $15,000.

NOTE D - FIXED ASSETS

Fixed assets are stated at cost, less accumulated depreciation and amortization,
and at December 31, 2003, are summarized as follows:

       Office and computer equipment                             $   152,000
       Furniture and fixtures                                         17,000
       Computer software                                              13,000
                                                                 -----------

                                                                     182,000
       Accumulated depreciation and amortization                     167,000
                                                                 -----------

                                                                 $    15,000
                                                                 ===========

Depreciation and amortization in the amount of $36,000 and $55,000 are included
in expenses for the years ended December 31, 2003 and 2002, respectively, in the
consolidated statements of operations.

NOTE E - WEBSITE DEVELOPMENT COSTS

During the period from September 19, 2000 (inception) to December 31, 2001, the
Company capitalized website development costs in the amount of $570,000. During
the period from January 1 to September 30, 2002, the Company capitalized
additional costs in the amount of $273,000. Due to the uncertainty of recovery
of these costs from future revenue and change in the Company business plan to a
plan more directed at growth through strategic alliances and acquisitions, the
Company has recorded a valuation allowance in the full amount of website
development costs incurred from inception to December 31, 2002 in the amount of
$843,000.

NOTE F - INVESTMENT

In December 2001, the Company entered into a transaction with AdPads Corporation
("AdPads") in which 1,000,000 shares of common stock of the Company valued at
$90,000 were purchased by AdPads for 125,000 shares of Series B preferred stock
of AdPads. The Series B preferred stock is convertible into 50,000,000 shares of
common stock of AdPads and has demand registration rights as of July 1, 2002.
AdPads trades under the symbol APAD on the OTC bulletin board. Subsequent to
this transaction, the Company's Chairman and Principal Financial Officer became
a director of AdPads, a position that he no longer holds.


                                      F-17
<PAGE>


NOTE F - INVESTMENT (CONTINUED)

In March and April 2002, the Company issued 667,000 shares of common stock
valued at $100,000 to certain advisors of the Company in exchange for 167,000
shares of Series A preferred stock of AdPads held by the advisors. The Series A
preferred stock is convertible into 20,000,000 shares of common stock of AdPads.

As of December 31, 2003, the Company has written down its investment in AdPads
to a nominal value. The Company recognized a loss of $113,000 in the year ended
December 31, 2002 and an additional loss of $77,000 during the year ended
December 31, 2003.

NOTE G - NOTES PAYABLE

At December 31, 2003, notes payable in the amount of $584,000 consist of
advances from shareholders, directors and affiliates in the amount of $509,000
(including $177,000 issued during 2003) and notes payable of $75,000 due to
others. These notes payable bear interest at 10% to 12% per annum. The $509,000
of notes payable to shareholders, directors and affiliates have been extended
through June 30, 2004. The $75,000 note payable contains payment terms through
March 2004. 107,000 warrants were issued with certain of the notes issued in
2003 with exercise prices of $0.20 to $0.30. Interest expense for the year ended
December 31, 2003 includes $28,000 attributable to these warrants. 94,000
warrants were issued with notes in previous periods with exercise prices of
$0.25 to $0.30.

NOTE H - CONVERTIBLE NOTES PAYABLE

During 2001, the Company issued convertible notes payable of $365,000 consisting
of the following:

         A convertible note dated October 1, 2000 in the amount of $165,000
         bearing interest at 8% per annum and due on the earlier of the second
         anniversary of the date of the note or the closing of a merger of the
         Company with a public traded company. The note is repayable in cash or
         common stock of the Company.

         Convertible notes dated July 6, 2001 in the amount of $200,000 bearing
         interest at 12% per annum and due on the first anniversary of the date
         of the notes. The note is repayable in cash or common stock of the
         Company.

In September 2002, the Company exercised its option to convert these notes
payable in the amount of $365,000, plus accrued interest of $54,000 into 229,000
shares of common stock of the Company.

NOTE I - INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes." SFAS No. 109 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carryforwards. SFAS No.
109 additionally requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets.

The income tax benefit differs from the amount computed by applying the
statutory federal income tax rate to the loss before income taxes as follows:

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                                    -------------------------------
                                                                         2003            2002
                                                                    -------------   ---------------
<S>                                                                 <C>             <C>
       Income tax benefit at the federal statutory rate             $     453,000   $     1,150,000
       Losses for which no benefit is recognized                                         (1,150,000)
       State income tax benefit, net of effect on federal taxes            53,000
       Other                                                              255,000
       Increase in valuation allowance                                   (761,000)
                                                                    -------------   ---------------

                                                                    $           0   $             0
                                                                    =============   ===============
</TABLE>


                                      F-18
<PAGE>


NOTE I - INCOME TAXES (CONTINUED)


The Company has total net operating loss carryforwards for tax purposes totaling
approximately $4,824,000 at December 31, 2003 expiring between the years 2020
through 2023. Portions of the net operating loss carryforward generated by the
Company are subject to limitations under Section 382 of the Internal Revenue
Code. Future stock issuances may subject the Company to additional limitations
on the utilization of its net operating loss carryforwards.

The deferred tax asset at December 31, 2003 was $2,001,000 consisting of
$1,833,000 relating to the Company's net operating loss carryforwards and
$168,000 relating to timing differences between financial and tax reporting. The
Company has provided a valuation allowance, which increased during 2003 and 2002
by $761,000 and $420,000, respectively, against the full amount of its deferred
tax asset, since the likelihood of realization cannot be determined.

NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

All equity issuances of Agence from September 19, 2000 (inception) through the
exchange transaction with the Company have been retroactively adjusted to
reflect the 3 for 1 exchange rate effected between Agence and the Company.

[1]      Preferred stock:

         As discussed in Note A, the Company exchanged all of its
         pre-acquisition preferred stock (1,500,000 pre-adjusted shares) as part
         of its exchange agreement with Saratoga on April 30, 2002.

         The Company is authorized to issue 100,000 shares of its $.001 par
         value preferred stock.

         At December 31, 2003, there are no shares of preferred stock issued or
         outstanding.

 [2]     Common stock:

         The Company is authorized to issue 100,000,000 shares of its $.001 par
         value common stock.

         During the period from September 19, 2000 (inception) through December
         31, 2000, the Company issued shares of common stock as follows
         (excluding the Nonexchanged Shares described in Note A):

                  In September, 2,991,000 shares were issued to its founding
                  officers and directors for cash consideration in the amount of
                  $4,000.

                  In October, November and December, 2,405,000 shares were
                  issued to investors for cash consideration in the amount of
                  $72,000.

                  In October and November, 300,000 shares were issued to
                  officers, employees, consultants and advisors for services
                  valued at $17,000.

         During the year ended December 31, 2001, the Company issued shares of
common stock as follows:

                  In January, 333,000 shares were issued to officers, employees,
                  consultants and advisors for services valued at $10,000.


                                      F-19
<PAGE>

NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

                  In December, 1,000,000 shares valued at $0.09 per share were
                  issued to AdPads in exchange of 125,000 shares of Series B
                  preferred stock of AdPads (see Note F).

         During the year ended December 31, 2002, the Company issued shares of
         its $0.001 par value common stock as follows:


                  In March 2002, the Company issued 800,000 shares of common
                  stock at $0.15 per share for fully vested options exercised by
                  officers and employees.

                  In April 2002, the Company issued 250,000 shares of common
                  stock at $0.15 per share for warrants exercised by
                  shareholders.

                  In March and April 2002, the Company issued 667,000 shares of
                  common stock to certain advisors of the Company in exchange
                  for 167,000 shares of Series A preferred stock of AdPads held
                  by the advisors. The Series A preferred stock is convertible
                  into 20,000,000 shares of common stock of AdPads (see Note G).

                  In May 2002, the Company issued 166,000 shares of its common
                  stock to the investment banker providing services in
                  connection with the reverse acquisition of Saratoga. Services
                  from the investment banking firm have been valued at a
                  $42,000.

                  In May 2002, the Company issued 100,000 shares of its common
                  stock to the Company's primary legal professionals for
                  services to the Company valued at a $45,000.

                  In June 2002, the Company issued 345,000 shares of its common
                  stock to outside investors for cash consideration in the
                  amount of $203,000.

                  In July 2002, the Company issued 50,000 shares of its common
                  stock for legal services valued at $43,000.

                  In August 2002, the Company issued 100,000 shares of its
                  common stock for investment banking services rendered valued
                  at $58,000, estimated fair market value.

                  In September 2002, the Company issued 60,000 shares of its
                  common stock for investor and public relations services
                  rendered valued at $30,000.

                  In September 2002, the Company issued 29,000 shares of its
                  common stock for consulting services rendered valued at
                  $16,000.

                  In September 2002, the Company issued 40,000 shares of its
                  common stock for prior legal services rendered valued at
                  $67,000.

                  In September 2002, the Company issued 26,000 shares of its
                  common stock in exchange for other liabilities for services
                  valued at $16,000.

                  In September 2002, the Company issued 55,000 shares of its
                  common stock to an officer and a member of the Company's
                  advisory committee for services rendered valued at $28,000.

                  In September 2002, the Company exercised its option to convert
                  notes payable in the amount of $365,000, plus accrued interest
                  of $54,000 into 229,000 shares of common stock of the Company.

                  In September 2002, the Company converted certain other notes
                  payable in the amount of $130,000, plus accrued interest of
                  $20,000, into 251,000 shares of common stock of the Company.


                                      F-20
<PAGE>


NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

                  In September 2002, the Company issued 130,000 shares of its
                  common stock in full payment of the remaining balance due at
                  the time of the issuance in the amount of $49,000 resulting
                  from settlement of litigation referred to in Note K [3].

                  In October 2002, the Company issued 215,000 shares of its
                  common stock to the chairman of the Company's Board of
                  Directors for services rendered valued at $43,000.

                  In October 2002, the Company issued 50,000 shares of its
                  common stock for investment banking services to be rendered
                  valued at $25,000, estimated fair market value.

                  In October 2002, the Company issued 26,000 shares of its
                  common stock for consulting services rendered valued at
                  $16,000, estimated fair market value.

                  In November 2002, the Company issued 40,000 shares of its
                  common stock for consulting services rendered valued at
                  $16,000.

                  In December 2002, the Company issued 40,000 shares of its
                  common stock for consulting services rendered valued at
                  $16,000.

                  In December 2002, the Company issued 753,000 shares of its
                  common stock to past employees of the Company for full release
                  of past compensation and other liabilities valued at $326,000.

                  In December 2002, the Company issued 125,000 shares of its
                  common stock to a company controlled by the chairman of the
                  Company's Board of Directors for services rendered by the
                  chairman valued at $36,000, based upon a compensation
                  agreement.

         During the year ended December 31, 2003, the Company issued shares of
         its $0.001 par value common stock as follows:

                  In January 2003, the Company issued 130,000 shares of its
                  common stock for consulting services valued at $37,000.

                  In January 2003, the Company issued 50,000 shares of its
                  common stock for consulting services valued at $10,000.

                  In April 2003, the Company issued 100,000 shares of its common
                  stock for consulting services valued at $23,000.

                  In May 2003, the Company issued 120,000 shares of its common
                  stock for past consulting services valued at $28,000.

                  In May 2003, the Company issued 50,000 shares of its common
                  stock for financial advisory services valued at $12,000.

                  In May 2003, the Company issued 375,000 shares of its common
                  stock for advisory services valued at $88,000.

                  In May 2003, the Company issued 500,000 shares of its common
                  stock to an investor for cash consideration of $100,000.

                  In May 2003, the Company issued 400,000 shares of its common
                  stock to an investor for cash consideration of $110,000.


                                      F-21
<PAGE>


NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

                  In May 2003, the Company issued 36,000 shares of its common
                  stock to a legal advisor for services valued at $8,000.

                  In June 2003, the Company issued 45,000 shares of its common
                  stock to a financial consultant for services valued at $5,000.

                  In June 2003, the Company issued 100,000 shares of its common
                  stock valued at $11,000 in connection with a potential
                  acquisition which did not close.

                  In June 2003, the Company issued 85,000 shares of its common
                  stock to a consultant of the Company as consideration for
                  $34,000 of accrued consulting fees.

                  In June 2003, the Company issued 30,000 shares of its common
                  stock to a director of the Company in exchange for advisory
                  services valued at $2,000.

                  In June 2003, the Company issued 50,000 shares of its common
                  stock to a director of the Company in exchange for advisory
                  services valued at $4,000.

                  In June 2003, the Company issued 1,138,000 shares of its
                  common stock to a company controlled by the Company's
                  President in exchange for all compensation due through May 31,
                  2003 valued at $120,000.

                  In June 2003, the Company issued 1,013,000 shares of its
                  common stock to a company controlled by the Company's chairman
                  in exchange for all compensation due through May 31, 2003
                  valued at $105,000.

                  In August 2003, the Company issued 200,000 shares of its
                  common stock for accounting and bookkeeping services valued at
                  $22,000.

                  In August 2003, the Company issued 25,000 shares of its common
                  stock for consulting services valued at $2,000.

                  In September 2003, the Company issued 125,000 shares of its
                  common stock to a financial consultant for services valued at
                  $12,000.

                  In September 2003, the Company issued 500,000 shares of its
                  common stock to an investor for cash consideration of $50,000.

                  In October 2003, the Company issued 23,000 shares of its
                  common stock for compensation to a consultant of the Company
                  who is acting as Chief Operating Officer valued at $11,000.

 [3]     Stock options and warrants:

         Options and warrants have been granted to officers, directors and
         employees based upon employment agreements and other agreements with
         investors and members of the Company's Advisory Board at the discretion
         of the Board of Directors.

         During 2000, the Company's Board of Directors granted options for the
         purchase of 975,000 shares of its common stock to officers, directors
         and employees of the Company. The exercise prices for such options were
         established by the Board of Directors at $1.50 per share. Vesting of
         the right to exercise such stock options occurred over periods until
         the year 2003. All of the stock options expire at the end of 5 years
         from the date of grant.


                                      F-22
<PAGE>

NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

         During 2001, the Company's Board of Directors granted options for the
         purchase of 1,075,000 shares of its common stock to officers, directors
         and employees of the Company. The exercise price for such options was
         established by the Board of Directors at $1.50 per share. Effective
         October 31, 2001, the exercise price for all prior options was
         established at $0.15 per share and are accounted for utilizing variable
         accounting. Vesting of the right to exercise such stock options occurs
         over periods until 2004. All of these stock options expire at the end
         of 5 years from the date of grant.

         During 2002, the Company's Board of Directors granted options for the
         purchase of 454,000 shares of its common stock to officers and
         employees of the Company. The exercise price for such options was
         established by the Board of Directors. Options were granted for 54,000
         shares at $0.15 per share; 160,000 shares at $0.50 per share; 120,000
         shares at $1.00 per share; and 120,000 shares at $1.50 per share.

         During 2001, the Company's Board of Directors granted warrants for the
         purchase of 558,000 shares of its common stock to investors and members
         of the Company's Advisory Board. The exercise prices for such options
         were established by the Board of Directors at prices ranging from $0.15
         to $3.00 per share. The fair value of these warrants was nominal.
         Vesting of the right to exercise such warrants occurs over periods
         until 2005. The right to exercise these warrants expires at the end of
         5 years from the date of grant.

         During 2002, the Company's Board of Directors granted warrants for the
         purchase of 815,000 shares of its common stock to investors and members
         of the Company's Advisory Board. The exercise prices for such warrants
         were established by the Board of Directors at prices ranging from $0.25
         to $1.75 per share. The fair value of these warrants was nominal. The
         right to exercise these warrants expires at the end of 5 years from the
         date of grant. Warrants for the purchase of 250,000 shares of common
         stock at $0.15 per share were exercised during the year ended December
         1, 2002.

         In April 2002, the Company adopted a Stock Option, Stock Warrant and
         Stock Award Plan covering the issuance of up to 223,000 shares of
         common stock, which plan was amended in July 2002 to, among other
         things, increase the number of shares assumable thereunder to 3,000,000
         (as amended, "the Stock Plan"). The purpose of the Stock Plan is to
         maintain the ability of the Company to attract directors, employees and
         consultants. In addition, the Stock Plan is intended to encourage
         ownership of common stock of the Company by the directors, employees
         and consultants of the Company and to provide increased incentive for
         such persons to render services and to exert maximum effort for the
         success of the Company's business.

         In September 2002, pursuant to the Stock Plan, the Board of Directors
         approved the issuance of options for the purchase of 1,335,000 shares
         of the Company's common stock at an exercise price of $0.25, based upon
         the then current market price, to officers and employees of the
         Company. While these shares are fully vested and exercisable, the
         Company has limited the sale of the underlying shares by each employee
         over any 30-day period to 1/12 of the total shares issued.

         In January 2003, the Company granted warrants to purchase 50,000 shares
         of its common stock exercisable at $1.75 per share with an aggregate
         fair value of $14,000 based on Black-Scholes in connection with its
         investment banking agreement.

         In February, March and April 2003, the Company granted warrants to
         purchase 57,000 shares of its common stock exercisable at $0.30 per
         share and 50,000 shares exercisable at $0.20 per share in connection
         with raising working capital and the issuance of notes payable with an
         aggregate fair value of $28,000 based on Black-Scholes.

         In May 2003 the Company granted warrants to purchase 50,000 shares of
         its common stock exercisable at $0.40 per share for consulting services
         with an aggregate fair value of $8,000 based on Black-Scholes.


                                      F-23
<PAGE>

NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

         The following summarizes the Company's stock option and warrant
activity:


<TABLE>
<CAPTION>
                                                               Stock Options                           Warrants
                                                     -----------------------------------   ----------------------------------
                                                                           Weighted                             Weighted
                                                                            Average                              Average
                                                          Shares         Exercise Price        Shares         Exercise Price
                                                     ---------------  ------------------   ---------------  ------------------
<S>                                                        <C>                <C>                 <C>             <C>
       Balance, September 19, 2000 (Inception)
       Granted                                               975,000         $1.50
                                                     ---------------

       Balance, December 31, 2000                            975,000          1.50

       Granted                                             1,075,000          1.50                558,000         $1.08
       Cancelled                                            (254,000)         1.50
                                                     ---------------                       ---------------

       Balance, December 31, 2001                          1,796,000          0.15 *              558,000          1.08

       Granted                                             1,789,000          0.40                815,000          0.93
       Non-participating                                    (171,000)         0.15
       Cancelled                                                                                  (25,000)         3.00
       Exercised                                            (800,000)         0.15               (250,000)         0.15
                                                     ---------------                       ---------------

       Balance, December 31, 2002                          2,614,000          0.32              1,098,000          1.13

       Granted                                                                                    207,000          0.65

       Cancelled                                                                                   37,000          1.83
                                                     ---------------                       ---------------

       Balance, December 31, 2003                          2,614,000          0.32              1,268,000          1.02
                                                     ===============                       ===============


       Exercisable, December 31, 2002                      2,405,000          0.34              1,040,000          1.19
                                                     ===============                       ==============

       Exercisable, December 31, 2003                      2,493,000          0.33              1,220,000          1.02
                                                     ===============                       ==============


</TABLE>


*On October 31, 2001, the Board of Directors approved a reduction in the
exercise price of options held by employees and consultants providing services
to the Company.


As of December 31, 2003 there were 2,614,000 options available for grant under
the Stock Plan.

Compensation expense of $(103,000) and $103,000 is reflected in the accompanying
consolidated statements of operations for the years ended December 31, 2003 and
2002, respectively, pursuant to variable accounting for certain options,
resulting from the re-pricing in 2001.

Consulting fees of $22,000 are reflected in the accompanying consolidated
statements of operations for the year ended December 31, 2003 relating to the
issuance of warrants.


                                      F-24
<PAGE>


NOTE J - STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  (CONTINUED)

         The fair value of each warrant grant on the date of grant is estimated
         using the Black-Scholes option-pricing model reflecting the following
         weighted average assumptions for the year ended December 31, 2003:

           Volatility                                                 183%
           Expected life of options                                     5 years
           Risk-free interest rate                                      3%
           Dividend yield                                               0%

         The weighted average fair value of warrants granted during the year
         ended December 31, 2003 was $0.24.

         The following table summarizes information about stock options at
December 31, 2003:

<TABLE>
<CAPTION>
                                        Options Outstanding
                                 ----------------------------------
                                                         Weighted
                                                         Average
                                                        Remaining
                 Exercise              Number          Contractual           Number
                  Prices            Outstanding            Life           Exercisable
             --------------      ---------------      -------------     ---------------
<S>                                      <C>              <C>                   <C>
             $0.15                       879,000          2 years               758,000
              0.25                     1,335,000          4 years             1,335,000
              0.50                       160,000          4 years               160,000
              1.00                       120,000          4 years               120,000
              1.50                       120,000          4 years               120,000
                                 ---------------                       ----------------

                                       2,614,000          3 years             2,493,000
                                 ===============                       ================
</TABLE>


         The following table summarizes information about warrants at December
31, 2003:

<TABLE>
<CAPTION>
                                         Warrants Outstanding
                                    --------------------------------
                                                         Weighted
                                                         Average
                                                        Remaining
                 Exercise              Number          Contractual           Number
                  Prices            Outstanding            Life           Exercisable
             --------------      ---------------      -------------     ---------------
<S>                                      <C>              <C>                   <C>
             $0.20                        50,000          4 years                50,000
              0.25                        79,000          4 years                79,000
              0.30                       122,000          4 years               122,000
              0.40                        50,000          4 years                25,000
              0.63                        17,000          3 years                17,000
              0.75                       283,000          1 year                283,000
              1.25                       250,000          3 years               250,000
              1.26                       183,000          3 years               183,000
              1.50                        83,000          3 Years                75,000
              1.75                        80,000          4 years                80,000
              2.25                        33,000          2 years                25,000
              3.00                        38,000          2 years                31,000
                                 ---------------                       ----------------

                                       1,268,000          3 years             1,220,000
                                 ===============                       ================
</TABLE>



                                      F-25
<PAGE>


NOTE K - COMMITMENTS AND OTHER MATTERS

[1]      Investment banking agreement:

         On August 1, 2002, the Company entered into an agreement with an
         investment-banking firm for the purpose of providing the Company with
         financial consulting services, investment banking and management
         consulting services. As part of the consideration for this agreement,
         the Company has issued 200,000 shares of its common stock. In addition,
         the Company has issued warrants to purchase 200,000 shares of the
         Company's common stock at exercise prices ranging from $1.25 to $1.75
         per share.

[2] Consulting and advisory services agreement:

         In September 2002, the Company reached an agreement with an investor
         relations and public relations advisor to provide various advisory
         services. As part of the consideration for this agreement, the Company
         agreed to grant 120,000 restricted shares of its common stock to be
         earned and vested on a pro rata monthly basis over 12 months. In
         addition, the Company agreed to issue warrants to purchase 120,000
         shares of the Company's common stock at an exercise price of $1.25
         earned and vested on a pro rata monthly basis over 12 months. The
         Company has granted warrants for the purchase of 60,000 shares of
         common stock and has issued 60,000 shares of common stock at $0.50 per
         share pursuant to this agreement. This agreement was terminated by the
         parties prior to December 31, 2002.

         In September 2002, the Company entered into an agreement with a firm
         for the purpose of providing the Company with consulting services. As
         part of the consideration for this agreement, the Company agreed to pay
         a fee of $10,000 in cash or $16,000 in common shares per month to be
         paid over the 4 months ended December 2002. If paid in common shares,
         the price is based upon the five-day closing average prior to the
         payment date, but no less the $0.40 per share and no more than $1.00
         per share. In 2002, the Company issued 135,000 shares of common stock
         pursuant to this agreement. As additional compensation pursuant to the
         agreement the Company has issued warrants for the purchase of 120,000
         shares of common stock at $0.75; 90,000 shares at $1.25; and 30,000
         shares at $1.75, exercisable over a period of three years.

         In September 2002, the Company entered into an agreement with a
         consultant to act as the Company's Chairman of the Board. The agreement
         calls for initial payments of $15,000 per month, to be adjusted for
         certain events, as defined. Compensation may be payable in common
         shares of the Company at the individual's option in the event that the
         Company does make above payments in cash at the end of each month. The
         rate at which common shares will be issued will be 150% of cash
         compensation due or restricted common shares at 200% of the cash
         compensation due. During 2003 the Company issued 1,013,000 shares of
         common stock as consideration for $105,000 of accrued compensation.

         Pursuant to a consulting agreement dated July 1, 2002 between the
         Company and one of its shareholders, the shareholder has agreed to
         serve as a consultant to the Company and to provide marketing and
         consulting services. As compensation for his services, the Company
         issued the shareholder a warrant to purchase 50,000 shares of common
         stock at an exercise price of $0.25 per share and issued 30,000 shares
         of common stock.

         In September 2002, the Company entered into an agreement with an
         employee to act as the Company's President. The agreement calls for
         initial payments of $15,000 per month, to be adjusted for certain
         events, as defined. Compensation may be payable in common shares of the
         Company at the option of the individual in the event that the Company
         does not make above payments in cash at the end of each month. The rate
         at which common shares will be issued will be 150% of cash compensation
         due or restricted common shares at 200% of the cash compensation due.
         During 2003 the Company issued 1,138,000 shares of common stock as
         consideration for $120,000 of accrued compensation.


                                      F-26
<PAGE>


NOTE K - COMMITMENTS AND OTHER MATTERS  (CONTINUED)

[2]      Consulting and advisory services agreement: (continued)

         The employee was also provided with options to purchase up to 400,000
         common shares of the Company with 160,000 options exercisable at $0.50,
         120,000 exercisable at $1.00 and 120,000 exercisable at $1.50. Such
         options will expire May 1, 2007. The Company may terminate the
         agreement upon providing 180 days written notice to the employee.

[3]      Litigation and settlement of claims:

         At December 31, 2001, the Company was a defendant in a lawsuit where
         the creditor was seeking recovery of future and past due lease payments
         on a lease, which was terminated by the parties. The Company entered
         into a settlement agreement on April 1, 2002, which required the
         payment of principal of $88,000 plus stipulated interest in ten
         installments commencing April 2002. During 2002, the Company issued
         130,000 shares of common stock valued at $49,000 to an unrelated party
         that transferred noncash consideration to the creditor. In 2004 the
         Company agreed to pay $26,000 to the creditor to settle this matter.

         The Company has been involved in various other claims and lawsuits,
         primarily with former officers and employees, both for and against the
         Company. Management believes that there are no such matters outstanding
         that would have a material adverse effect on the Company's results of
         operations and financial position.

[4]      Write-off of advances:

         During the years ended December 31, 2000 and 2001, the former president
         of the Company (and the holder of 4,062,000 of the Nonexchanged Shares)
         received authorized and unauthorized advances in the amount of $338,000
         from the Company. This former officer and director was terminated as
         president and member of the Board of Directors in July 2001. The amount
         of advances, net of authorized compensation and expenses, due at the
         time of termination was $180,000. The Company recovered $44,000 from
         Bank of America. The Company has recorded a valuation allowance for the
         remaining balance since the likelihood of collection is doubtful.

         During the year ended December 31, 2001, the Company advanced funds in
         the amount of $22,000 to a proposed merger candidate as part of a
         proposed acquisition that the Company decided not to pursue. A
         valuation allowance has been established for the advances, including
         interest in the amount of $3,000, since the likelihood of collection is
         doubtful.

[5]      Release of liabilities:

         In September 2002, substantially all of the officer stockholders and
         employee stockholders of the Company executed agreements, which
         released the Company of any liability for compensation accrued and
         unpaid, which was owed to the officers and employees through September
         30, 2002. The reduction in liabilities resulting from the general
         releases in the amount of $1,447,000 has been credited to additional
         paid-in capital.

[6]      Liens and encumbrances:

         In October 2002, the Internal Revenue Service filed a tax lien against
         all of the assets of Agence. The lien in the amount of $143,000
         represents delinquent payroll taxes for the period from September 19,
         2000 (inception) to June 30, 2002. The accompanying financial
         statements include provision for all payroll taxes unpaid as of
         December 31, 2002, including estimated penalties and interest. Accrued
         payroll taxes at December 31, 2003 for the remaining unpaid balance was
         $88,000.


                                      F-27
<PAGE>


NOTE K - COMMITMENTS AND OTHER MATTERS  (CONTINUED)

[7]      Other:

         In April 2003, the Company was contacted by an attorney representing a
         holder of certain Nonexchanged Shares claiming that such shares are
         exchangeable into shares of the Company's common stock. The Company
         believes that the shares are not exchangeable since the exchange
         agreement has expired. However, the Company cannot currently determine
         the ultimate outcome regarding the Nonexchanged Shares.


NOTE L - SUBSEQUENT EVENTS

[1]      Acquisition of SuperStock, Inc.:

         In February 2004, the Company completed the acquisition of SuperStock,
         Inc. ("SuperStock"), a licensor of stock images to primarily the
         advertising and publishing industries. SuperStock's primary assets
         include images that it either owns or licenses from third parties, a
         facility in Jacksonville, Florida ("SuperStock Facility"), accounts
         receivable and cash. In consideration for all of the outstanding common
         stock of SuperStock, the Company paid (i) $2,601,000 in cash; (ii)
         $1,576,000 in the form of a promissory note at an interest rate
         starting at LIBOR plus 1.9% ("Seller Note"); (iii) 1,667,000 shares of
         non-voting participating preferred stock of SuperStock ("Seller
         Preferred"), which is exchangable into 5,000,000 shares of the
         Company's common stock; and (iv) warrants to purchase 160,000 shares of
         the Company's common stock at $0.56 per share. The purchase price is
         subject to adjustments based on the finalization of SuperStock's
         closing balance sheet. The sellers may also receive up to an additional
         $1,500,000 if SuperStock's revenue exceeds projections for the
         four-year period after the date of the acquisition.

         In addition, the Company repaid a $1,700,000 credit facility of
         SuperStock and paid down $500,000 of a note secured by a first mortgage
         on the SuperStock Facility. This reduced the principal balance on the
         note secured by a first mortgage to $4,048,000 at an interest rate of
         LIBOR plus 1.9% payable monthly plus principal ("First Mortgage"). As
         part of the transaction, the sellers and their advisors also purchased
         574,000 shares of the Company's common stock for $150,000.

         The aggregate purchase price was approximately $7 million. The Company
         has not completed its determination of the allocation of the purchase
         price to the assets acquired and liabilities assumed.

[2]      Financings:

         Subsequent to December 31, 2003, the Company received aggregate gross
         proceeds of $5,900,000 in equity and debt financings.

         The Company received proceeds of $3,000,000 and $600,000 of liabilities
         owed by the Company were exchanged in connection with the issuance of
         18,000,000 shares of common stock along with 5,508,000 warrants
         exercisable at $0.20 per share and 19,829,000 callable warrants
         exercisable at prices between $.225 and $1.35 per share. Pursuant to a
         registration rights agreement these shareholders have certain
         registration rights, including a commitment by the Company to file a
         registration statement within 60 days of the closing of this
         transaction. The Company shall use its best efforts to cause the
         registration statement to be declared effective on the earlier of (i)
         180 days following the closing date, (ii) 10 days following a "No
         Review" or similar letter from the SEC or (iii) the first day following
         the day the SEC determines that it is eligible to be declared effective
         or the Company shall pay liquidating damages at the rate of 12% per
         annum.


         In addition the Company issued 450,000 shares of common stock to an
         investment banking firm in connection with the placement of the equity.

         The liabilities that were exchanged included $475,000 of notes payable
         to shareholders and $125,000 of accrued compensation due to the
         Company's chairman and president, all of which were outstanding as of
         December 31, 2003.

         The Company received $1,250,000 in connection with the issuance of a
         2-year convertible subordinated note which accrues interest at 12% for
         the first 6 months, 13.5% for the next 12 months, and 15% for the last
         6 months and is convertible into the Company's common stock based on
         the fair value of the Company's stock at the time of conversion with a
         floor of $0.90 and a cap of $2.00 per share along with 938,000 callable
         warrants exercisable at prices between $.45 and $1.35 per share.


                                      F-28
<PAGE>


NOTE L - SUBSEQUENT EVENTS  (CONTINUED)

         The Company received $1,050,000 in connection with the issuance of
         unsecured debt, which accrues interest at 12% for up to 12 months along
         with 630,000 callable warrants at $0.45 per share. In addition, the
         Company issued 63,000 warrants exercisable at $0.45 per share to an
         investment banking firm in connection with the placement of the
         unsecured debt.

         Immediately after completing the acquisition and taking into account
         the related equity and debt financing, the Company had 38,074,000
         common shares issued and outstanding, excluding potential common shares
         that may result from the exercise of warrants or the conversion of the
         Seller Preferred or convertible debt.

[3]      Other:

         In January 2004, the Company granted options to purchase 578,000 and
         1,506,000 shares of common stock at $0.30 per share to its President
         and Chairman, respectively.

                                      F-29


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>v02612_ex10-7.txt
<TEXT>


                                                                    Exhibit 10.7


                 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

$1,576,250                                                          May 21, 1999
                                    Amended and Restated as of February 29, 2004

SuperStock, Inc.
7660 Centurion Parkway
Jacksonville, Florida 32256
(individually and collectively "Borrower")

Sellers, as listed on Annex A
(hereinafter referred to as the "Bank")

Borrower promises to pay to the order of Bank, allocated among the Sellers based
upon the principal amounts set forth on Annex A attached hereto, in lawful money
of the United Stated of America,  at its office indicated above or wherever else
Bank may specify,  the sum of One Million Five Hundred Seventy-Six  Thousand Two
Hundred  Fifty  Dollars  ($1,576,250),  with  interest  on the unpaid  principal
balance at the rate and on the terms provided in this Promissory Note (including
all renewals, extensions or modifications hereof, this "Note").

INTEREST RATE DEFINITIONS.

[X] LIBOR MARKET INDEX.  "LIBOR Market Index Rate," for any day, is the rate per
annum (rounded to the next higher 1/100 of 1%) for 1 month U.S.  dollar deposits
as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or
if such day is not a London business day, then the immediately  preceding London
business day (or if not so  reported,  then as  determined  by Bank from another
recognized source or interbank quotation).

[_] PRIME RATE.  The rate of Bank's Prime Rate plus ___% as that rate may change
from time to time with  changes to occur on the date Bank's  Prime Rate  changes
("Prime-Based  Rate").  Bank's  Prime Rate shall be that rate  announced by Bank
from time to time as its prime  rate and is one of several  interest  rate bases
used by Bank.  Bank lends at rates both above and below Bank's  Prime Rate,  and
Borrower  acknowledges  that Bank's Prime Rate is not represented or intended to
be the lowers or most favorable rate of interest offered by Bank.

INTEREST RATE TO BE APPLIED.  INTEREST RATE.  From February 29, 2004 through and
including April 30, 2005 (the "Maturity Date") interest shall be paid monthly no
later than the tenth (10th) day of the following  month on the unpaid  principal
balance at the LIBOR  Market  Index Rate plus one  hundred  ninety  (190)  basis
points during the first ninety (90) days the Note is  outstanding  from February
29, 2004 and  increasing by two hundred (200) basis points for every ninety (90)
days thereafter that the Note is outstanding. The principal on the Note shall be
immediately due and payable upon the earliest to occur of (a) the Maturity Date,
(b) the sale by SSI of the land and building located at 7660 Centurion  Parkway,
Jacksonville, Florida, or (c) to the extent of fifty percent (50%) of additional
capital,  whether  in the form of debt or  equity,  raised by a21,  Inc.  (which
capital is unrelated to a21, Inc.'s acquisition of SSI) by April 15, 2005.

<PAGE>

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding Obligations in Bank's discretion shall bear interest at the interest
rate then in effect hereunder plus 5% ("Default  Rate").  The Default Rate shall
also apply from  acceleration  until the Obligations or any judgment  thereon is
paid in full,  except as  otherwise  required by law.  If a Default  occurs as a
result of a failure  to pay on the  Maturity  Date,  for as long as the  default
continues  the interest  rate will be the interest  rate as of the Maturity Date
plus, but not double counting, the 5% provided above.

INTEREST COMPUTATION. (ACTUAL/360). Interest shall be computed on the basis of a
360-day year for the actual number of days in the interest  period  ("Actual/360
Computation").  The  Actual/360  Computation  determines  the  annual  effective
interest yield by taking the stated  (nominal  interest rate for a year's period
and then dividing  said rate by 360 to determine  the daily  periodic rate to be
applied  for each day in the  interest  period.  Application  of the  Actual/360
Computation produces an annualized effective interest rate exceeding that of the
nominal rate.

RECISSION  OF PAYMENTS.  If any payment  received by Bank under this Note or the
other Loan  documents is rescinded,  avoided or for any reason  returned by Bank
because of any adverse claim or threatened  action,  the returned  payment shall
remain  payable as an  obligation  of all Persons  liable under this Note or the
other Loan Documents as through such payment had not been made.

LOAN AGREEMENT; LOAN DOCUMENTS;  OBLIGATIONS.  This Note is subject to the terms
and  conditions  of that  certain  Amended  and  Restated  Credit  and  Security
Agreement  between Bank and Borrower  dated as of February 29, 2004, as the same
may be  modified  and  amended  from time to time (the  "Loan  Agreement").  All
capitalized  terms not  otherwise  defined  herein  shall  have such  meaning as
assigned to them in the Loan Agreement. The term "Obligations" used in this Note
refers to any and all  indebtedness and other  obligations  under this Note, all
other  obligations  as  defined  in  the  respective  Loan  Documents,  and  all
obligations  under any swap agreements as defined in 11 U.S.C.  (ss.)101 between
Bank and Borrower whenever executed.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days. The
Borrower   acknowledges  that  the  late  charge  imposed  herein  represents  a
reasonable estimate of the expenses of Bank incurred because of such lateness.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suite,  in any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

                                       2
<PAGE>

USURY.  Regardless of any other  provision of this Note or other Loan Documents,
if for any reason the  effective  interest  should  exceed  the  maximum  lawful
interest,  the effective interest shall be deemed reduced to, and shall be, such
maximum lawful  interest,  and (i) the amount which would be excessive  interest
shall be deemed  applied to the reduction of the principal  balance of this Note
and not to the payment of Interest,  and (ii) if the loan evidenced by this Note
has been or is thereby  paid in full,  the excess shall be returned to the party
paying  same,  such  application  to the  principal  balance of this Note or the
refunding of excess to be a complete settlement and acquittance thereof.

EVENTS OF DEFAULT.  An "Event of Default"  shall exist if any one or more of the
following  events  shall  occur  (individually,   an  "Event  of  Default,"  and
collectively,  "Events of Default": NONPAYMENT;  NONPERFORMANCE.  The failure of
timely  payment or  performance  of the  Obligations  under this Note.  EVENT OF
DEFAULT UNDER OTHER LOAN DOCUMENTS. The occurrence of any Event of Default under
any of the other Loan Documents.

REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default, Bank
may at any time thereafter,  take the following actions:  BANK LIEN AND SET-OFF.
Exercise  its right of set-off or to  foreclose  its  security  interest or lien
against  any deposit  account of any nature or  maturity  of Borrower  with Bank
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and all other  Obligations,  and all of the Obligations shall be immediately due
and payable. CUMULATIVE.  Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank.  No waiver by Bank of any Event of Default shall operate as a waiver of
any other  Event of Default  or the same Event of Default on a future  occasion.
Neither the failure nor any delay on the part of Bank in  exercising  any right,
power,  or remedy under this Note and other Loan  Documents  shall  operate as a
waiver  thereof,  nor shall a single or partial  exercise  thereof  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
remedy.

Each  Borrower or any other Person  liable  under this Note waives  presentment,
protest,  notice  of  dishonor,  demand  for  payment,  notice of  intention  to
accelerate maturity,  notice of acceleration of maturity, notice of sale and all
other notices of any kind. Further,  each agrees that Bank may extend, modify or
renew this Note or make a novation  of the loan  evidenced  by this Note for any
period and grant any releases,  compromises or  indulgences  with respect to any
collateral  securing  this Note,  or with  respect to any Borrower or any Person
liable under this Note or other Loan Documents, all without notice to or consent
of any  Borrower  or any Person who may be liable  under this Note or other Loan
Documents and without  affecting the liability of Borrower or any Person who may
be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS.  Assignment.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part, by Bank. Borrower shall not assign its rights and interest hereunder
without the prior written  consent of Bank, and any attempt by Borrower from the
Obligations.  APPLICABLE LAW;  CONFLICT BETWEEN  DOCUMENTS.  This Note

                                       3
<PAGE>

and other Loan  Documents  shall be governed by and construed  under the laws of
the state of Florida without regard to that state's conflict of laws principles.
If the terms of this Note should  conflict with the terms of the Loan Documents,
the terms of this Note shall  control.  SEVERABILITY.  If any  provision of this
Note or of the other Loan  documents  shall be  prohibited  or invalid under the
applicable  law, such provision  shall be ineffective  but only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision  or the  remaining  provisions  of this Note or other such  documents.
PLURAL;  CAPTIONS.  All reference in the Loan Documents to Borrower,  Guarantor,
Person,  document or other nouns of reference  mean both the singular and plural
form,  as the case may be. The  captions  contained  in the Loan  Documents  are
inserted for convenience only and shall not affect the meaning or interpretation
of the Loan Documents.  BINDING  CONTRACT.  Borrower by execution of and Bank by
acceptance  of this  Note  agree  that  each  party is bound  to all  terms  and
provisions of this Note. ENTIRETY.  This Note and other Loan Documents delivered
in connection  herewith and therewith  embody the entire  agreement  between the
parties and supersede all prior  agreements and  understandings  relating to the
subject  matter hereof and thereof.  ADVANCES.  Bank in its sole  discretion may
make other advances and readvances under this Note pursuant  hereto.  POSTING OF
PAYMENTS.  All payments  received  during  normal  banking hours after 2:00 p.m.
local time at the office of Bank first shown  above shall be deemed  received at
the opening of the next banking day.  Unless  otherwise  permitted by Bank,  any
repayments of this Note, other than immediately  available U.S.  currency,  will
not be credited to the  outstanding  loan balance until Bank received  collected
funds.  JOINT AND SEVERAL  OBLIGATIONS.  Each  Borrower is jointly and severally
obligated  under this Note.  FEES AND TAXES.  Borrower  shall  promptly  pay all
documentary,  intangible  recordation  and/or similar taxes on this  transaction
whether  assessed  at closing or arising  from time to time,  together  with any
interest  and/or  penalties   relating  thereto.   BUSINESS  PURPOSE.   Borrower
represents  that the  loan  evidenced  hereby  is being  obtained  for  business
purposes.  AGENTS.  All rights and  obligations  existing under and by virtue of
this Note shall be exercised  only by William F.  Beerman and James Ong,  acting
jointly and not severally,  and the Sellers  authorize  such  individuals to act
hereunder.

ARBITRATION. Any disputes hereunder shall be resolved pursuant to the provisions
for arbitration and dispute resolution set forth in the Loan Agreement.\

           [ The balance of this page is intentionally left blank. ]



                                       4
<PAGE>

IN WITNESS WHEREOF,  Borrower,  as of the day and year first written, has caused
this Note to be executed under seal.

                                    SUPERSTOCK, INC.

                                    By:
                                          ------------------------------
                                    Its:
                                          ------------------------------
                                    Taxpayer Identification Number: 13-2750088

STATE OF
         ---------------------

COUNTY OF
          --------------------

The foregoing  instrument was acknowledged  before me this ____ day of February,
2004,  by  __________________  the______________of  SuperStock,  Inc., a Florida
corporation,  who acknowledged that he/she executed the foregoing  instrument in
___________ County, ___________________, on behalf of the corporation.


[Affix Notary Seal]
                                    ------------------------------------------

                                    ------------------------------------------
                                    [Print or type name]
                                    Commission No.
                                                   ---------------------------
                                    My Commission Expires:
                                                           -------------------

                                       5
<PAGE>

                                    ANNEX A




                                                                        $392,793
-----------------------------------------
James Ong
109 Lamplighter Island Court
Ponte Vedra Beach, FL  32082


                                                                        $155,704
-----------------------------------------
Susan Ong Chiang
12786 Fenwick Island Court West
Jacksonville, FL  32224


                                                                         $10,184
-----------------------------------------
Kai Y. Chiang
12786 Fenwick Island Court West
Jacksonville, FL  32224


                                                                        $155,704
-----------------------------------------
Richard Ong
7805 Deerwood Point Court
Jacksonville, FL  32256


                                                                        $861,865
-----------------------------------------
William F. Beerman, individually and as
Trustee of the William F. Beerman Living Trust
31 Little Bay Harbor
Ponte Vedra Beach, FL  32082

                                       6


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>v02612_ex10-8.txt
<TEXT>


                                                                    Exhibit 10.8


THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED UNTIL (I) A REGISTRATION  STATEMENT UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE "ACT") SHALL HAVE BECOME  EFFECTIVE  WITH RESPECT
THERETO OR (II)  RECEIPT  BY THE  BORROWER  OF AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO THE BORROWER TO THE EFFECT THAT  REGISTRATION  UNDER THE ACT IS
NOT REQUIRED IN CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS.



                       NON-NEGOTIABLE 12% PROMISSORY NOTE

$_____                                                   As of February 29, 2004

      FOR VALUE RECEIVED,  the undersigned,  a21, Inc., having an address of c/o
Loeb & Loeb LLP, 345 Park Avenue,  New York, NY 10154 (the "Borrower")  promises
to pay to the order of  __________  (the  "Lender"),  at the office of Lender at
____________________  or at such  other  place as  Lender  may from time to time
designate in writing,  without  offset or  counterclaim,  the  principal  sum of
__________ Dollars ($_____), in lawful money of the United States of America, on
or before  August 29, 2004, or as extended  automatically  for one six (6) month
extension  period or monthly  thereafter  (the "Maturity  Date"),  together with
interest thereon, as hereinafter set forth (the "Note").

      Interest on the principal  sum of this Note from time to time  outstanding
shall  accrue  from the date  hereof at the rate of twelve  percent  (12.0%) per
annum.

      Borrower has the  privilege  to prepay,  without  penalty or premium,  the
indebtedness evidenced hereby in full or in part upon ten (10) day prior written
notice to Lender.  All payments received by Lender shall be applied by Lender to
the  payment  due  hereunder  in such  manner  and in such  order as Lender  may
determine in Lender's sole and absolute discretion. Payment shall continue to be
due and payable as provided  herein,  until this Note is paid in full.

1.          Events of Default

            A. This Note shall become and be due and payable upon written demand
made by the holder hereof if one or more of the following events,  herein called
events of default, shall happen and be continuing:

                  (i)  Default  in the  payment  of the  principal  and  accrued
interest on the Note when and as the same shall become due and payable,  whether
by acceleration or otherwise;

                  (ii)  Default  in the due  observance  or  performance  of any
material  covenant,  condition  or  agreement  on the part of the Borrower to be
observed  or  performed  pursuant  to the terms  hereof and such  default  shall
continue uncured

<PAGE>

for thirty (30) days after  written  notice  thereof,  specifying  such default,
shall have been given to the Borrower by the holder of the Note;

                  (iii)  Application  for, or consent to, the  appointment  of a
receiver, trustee or liquidator of the Borrower or of its property;

                  (iv) Admission in writing of the  Borrower's  inability to pay
its debts as they mature;

                  (v)  General  assignment  by the  Borrower  for the benefit of
creditors;

                  (vi)  Filing  by  the  Borrower  of a  voluntary  petition  in
bankruptcy or a petition or an answer seeking reorganization,  or an arrangement
with creditors;

                  (vii) Entering against the Borrower of a court order approving
a petition filed against it under the Federal bankruptcy laws, which order shall
not have been  vacated or set aside or  otherwise  terminated  within sixty (60)
days; or

                  (viii) The sale of substantially all of the Borrower's assets.

            B. The Borrower agrees that notice of the occurrence of any event of
default  will be  promptly  given to the  holder at its  registered  address  by
certified mail.

            C. In case any one or more of the events of default  specified above
shall happen and be  continuing,  the holder of this Note may proceed to protect
and enforce his rights by suit in the  specific  performance  of any covenant or
agreement  contained in this Note or in aid of the exercise of any power granted
in this Note or may  proceed to enforce  the  payment of this Note or to enforce
any other legal or equitable rights as such holder.

2.          Lender Representations.

            A. Lender (i) is an  "accredited  investor," as that term is defined
in Regulation D under the Act; (ii) has such knowledge,  skill and experience in
business  and  financial  matters,  based on  actual  participation,  that it is
capable of evaluating  the merits and risks of an investment in the Borrower and
the  suitability  thereof as an investment  for Lender;  (iii) has received such
documents and  information as it has requested and has had an opportunity to ask
questions of representatives of the Borrower concerning the terms and conditions
of the  investment  proposed  herein,  and such  questions  were answered to the
satisfaction of Lender; and (iv) is in a financial position to hold the Note for
an  indefinite  time  and is able to bear the  economic  risk  and  withstand  a
complete loss of its investment in the Borrower.

            B. Lender is acquiring the Note for  investment  for its own account
and not with a view to,  or for  resale in  connection  with,  any  distribution
thereof.

            C. Lender  understands  that the Note has not been registered  under
applicable state or federal securities laws. Lender  acknowledges that by virtue
of  the  provisions  of  certain  rules   respecting   "restricted   securities"
promulgated by the Securities and Exchange Commission, the Note will be required

                                       2
<PAGE>

to be  held  indefinitely,  unless  and  until  registered  under  the  Act  and
applicable  state  securities laws, or unless an exemption from the registration
requirements of the Act and applicable state securities laws is available.

      The amount of $_______  received by the Borrower in exchange for this Note
shall be held in escrow by the  escrow  agent,  Loeb & Loeb  LLP,  and  released
simultaneously with and under the same terms and conditions as the funds held in
escrow under section 2.3 of the Stock Purchase  Agreement  between a21, Inc. and
Certain Investors dated January 2, 2004.

      The  failure  of  Lender  at any  time to  exercise  any  option  or right
hereunder  shall not  constitute  a waiver of Lender's  right to  exercise  such
option or right at any other time.

      As used herein,  the term "Lender" shall mean the Lender identified herein
and its successors and assigns and any and all other holders of this Note.

      IF ANY PROVISION OF THIS NOTE IS HELD TO BE INVALID OR  UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION,  THE OTHER PROVISIONS OF THIS NOTE SHALL REMAIN
IN FULL FORCE AND EFFECT.  IF THE PAYMENT OF ANY  INTEREST DUE  HEREUNDER  WOULD
SUBJECT  LENDER TO ANY PENALTY  UNDER  APPLICABLE  LAW,  THEN THE  PAYMENTS  DUE
HEREUNDER  SHALL BE  AUTOMATICALLY  REDUCED TO WHAT THEY WOULD BE AT THE HIGHEST
RATE AUTHORIZED UNDER APPLICABLE LAW.

      This Note shall be governed by, construed, and enforced in accordance with
the laws of The State of New York.

      Any notice  required or permitted to be  delivered  hereunder  shall be in
writing  and shall be deemed to be  delivered  on the  earlier  of: (i) the date
received,  or (ii) the date of delivery,  refusal, or non-delivery  indicated on
the return  receipt if deposited in a United States Postal  Service  depository,
postage prepaid,  sent registered or certified mail,  return receipt  requested,
addressed  to the party to  receive  the same at the  address  of such party set
forth  at the  beginning  of this  Note,  or at  such  other  address  as may be
designated in a notice delivered or mailed as herein provided.

      Executed under seal as of the date first above written.

                                       3
<PAGE>







                                          BORROWER:
                                          a21, INC.

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:


                                          LENDER:

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>v02612_ex10-9.txt
<TEXT>


                                                                    Exhibit 10.9


THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED UNTIL (I) A REGISTRATION  STATEMENT UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE "ACT") SHALL HAVE BECOME  EFFECTIVE  WITH RESPECT
THERETO OR (II)  RECEIPT  BY THE  BORROWER  OF AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO THE BORROWER TO THE EFFECT THAT  REGISTRATION  UNDER THE ACT IS
NOT REQUIRED IN CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS.




                          CONVERTIBLE SUBORDINATED NOTE

$_____                                                 As of February 29, 2004

      FOR VALUE RECEIVED, the undersigned,  Superstock,  Inc., having an address
of  7660  Centurion  Parkway,  Jacksonville,  Florida  32256  (the  "Borrower"),
promises  to pay to the order of  __________  (the  "Lender"),  at the office of
Lender at  ____________________,  or at such other place as Lender may from time
to time designate in writing, without offset or counterclaim,  the principal sum
of __________ Dollars ($_____), in lawful money of the United States of America,
on or before  February 29, 2006 (the  "Maturity  Date"),  together with interest
thereon, as hereinafter set forth (the "Note").

Interest on the principal sum of this Note from time to time  outstanding  shall
accrue from the date hereof,  even though the  Borrower is not  obligated to pay
interest  until nine (9) months  after the date hereof,  as follows:  (i) during
such periods as the outstanding  amount of the Senior Debt (as defined below) is
in excess of one million  dollars  ($1,000,000),  at the rate of twelve  percent
(12.0%)  per annum  during  the first six (6) months  this Note is  outstanding,
thirteen and one half percent  (13.5%) per annum for the next twelve (12) months
this Note is outstanding  and fifteen  percent (15%) per annum for the final six
(6) months this Note is outstanding, (ii) during such periods as the outstanding
amount of the Senior Debt is equal to or below one million dollars ($1,000,000),
at the rate of eleven percent  (11.0%) per annum during the first six (6) months
this Note is outstanding,  twelve and one half percent (12.5%) per annum for the
next twelve (12) months this Note is outstanding and fourteen  percent (14%) per
annum for the final six (6) months this Note is  outstanding,  and (iii)  during
such periods as there is no Senior Debt outstanding,  at the rate of ten percent
(10.0%)  per annum  during  the first six (6) months  this Note is  outstanding,
eleven and one half percent (11.5%) per annum during the next twelve (12) months
this Note is outstanding and thirteen  percent (13%) per annum for the final six
(6) months this Note is  outstanding.  Commencing nine (9) months after the date
hereof, and continuing quarterly thereafter,  prior to maturity or acceleration,
quarterly payments of interest shall be due and payable.

      Notwithstanding  any  contrary  provisions  of  this  Note  or  any  other
instruments  or  agreements  now or  hereafter  evidencing  or  relating  to the
indebtedness  hereunder,  the Borrower  covenants and agrees, and the Lender and

<PAGE>

each holder of this Note, by his acceptance of this Note likewise  covenants and
agrees,  for the benefit of the  holders of all Senior Debt that,  to the extent
and in the manner  hereinafter set forth in this Note the indebtedness  incurred
in  connection  with this Note and the  payment of the  principal  and  interest
thereon,  including without limitation all expenses, fees, indemnities and other
amounts payable  hereunder,  are expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Debt.  "Senior Debt" means
(i) all obligations  and  liabilities of Borrower to Capital  Crossing Bank (the
"Capital  Crossing  Debt")  and (ii) any other debt of the  Borrower  other than
trade debt,  including  all or a portion of the Capital  Crossing  Debt, up to a
total of two million dollars ($2,000,000).

      Borrower has the  privilege  to prepay,  without  penalty or premium,  the
indebtedness  evidenced  hereby in full or in part upon  twenty  (20) days prior
written  notice to Lender,  so long as the common capital stock of a21, Inc. has
an  average  closing  price for any  consecutive  twenty  (20)  days  (excluding
Saturdays,  Sundays  and days on which the  exchange  on which  such  shares are
traded is closed) in excess of $1.35. Subject to the terms of Exchange Agreement
between the Borrower and the Lender  attached hereto as Exhibit A (the "Exchange
Agreement"),  the Lender has the option to convert the Note into common stock of
a21, Inc.  ("a21"),  par value $0.001 per share ("Common  Stock").  All payments
received by Lender  shall be applied by Lender to the payment due  hereunder  in
such  manner and in such  order as Lender may  determine  in  Lender's  sole and
absolute  discretion.  Payment shall  continue to be due and payable as provided
herein, until this Note is paid in full.

      The terms of this  Note are  subject  to the  provisions  of the  Exchange
Agreement.

1.    Events of Default.

            A. This Note shall become and be due and payable upon written demand
made by the holder hereof if one or more of the following events,  herein called
events of default, shall happen and be continuing:

                  (i)  Default  in the  payment  of  the  principal  or  accrued
interest on the Note when and as the same shall become due and payable,  whether
by acceleration or otherwise;

                  (ii)  Default  in the due  observance  or  performance  of any
material  covenant,  condition  or  agreement  on the part of the Borrower to be
observed  or  performed  pursuant  to the terms  hereof and such  default  shall
continue  uncured for twenty (20) days after written notice thereof,  specifying
such default, shall have been given to the Borrower by the holder of the Note;

                  (iii)  Application  for, or consent to, the  appointment  of a
receiver, trustee or liquidator of the Borrower or of its property;

                  (iv) Admission in writing of the  Borrower's  inability to pay
its debts as they mature;

                  (v)  General  assignment  by the  Borrower  for the benefit of
creditors;

                                       2
<PAGE>

                  (vi)  Filing  by  the  Borrower  of a  voluntary  petition  in
bankruptcy or a petition or an answer seeking reorganization,  or an arrangement
with creditors;

                  (vii) Entering against the Borrower of a court order approving
a petition filed against it under the Federal bankruptcy laws, which order shall
not have been  vacated or set aside or  otherwise  terminated  within sixty (60)
days; or

                  (viii) The sale of substantially all of the Borrower's assets.

            B. The Borrower agrees that notice of the occurrence of any event of
default  will be  promptly  given to the  holder at its  registered  address  by
certified mail.

            C. In case any one or more of the events of default  specified above
shall happen and be  continuing,  the holder of this Note may proceed to protect
and enforce his rights by suit in the  specific  performance  of any covenant or
agreement  contained in this Note or in aid of the exercise of any power granted
in this Note or may  proceed to enforce  the  payment of this Note or to enforce
any other legal or equitable rights as such holder.

            D. In case of an event of  default,  interest  on the Note  shall be
equal to the interest as calculated in the second  paragraph of this Note,  plus
four percent (4%).

2.    Lender Representations.

            A. Lender (i) is an  "accredited  investor," as that term is defined
in Regulation D under the Act; (ii) has such knowledge,  skill and experience in
business  and  financial  matters,  based on  actual  participation,  that it is
capable of evaluating  the merits and risks of an investment in the Borrower and
the  suitability  thereof as an investment  for Lender;  (iii) has received such
documents and  information as it has requested and has had an opportunity to ask
questions of representatives of the Borrower concerning the terms and conditions
of the  investment  proposed  herein,  and such  questions  were answered to the
satisfaction of Lender; and (iv) is in a financial position to hold the Note for
an  indefinite  time  and is able to bear the  economic  risk  and  withstand  a
complete loss of its investment in the Borrower.

            B. Lender is acquiring the Note for  investment  for its own account
and not with a view to,  or for  resale in  connection  with,  any  distribution
thereof.

            C. Lender  understands  that the Note has not been registered  under
applicable state or federal securities laws. Lender  acknowledges that by virtue
of  the  provisions  of  certain  rules   respecting   "restricted   securities"
promulgated by the Securities and Exchange Commission, the Note will be required
to be  held  indefinitely,  unless  and  until  registered  under  the  Act  and
applicable  state  securities laws, or unless an exemption from the registration
requirements of the Act and applicable state securities laws is available.

      The  failure  of  Lender  at any  time to  exercise  any  option  or right
hereunder  shall not  constitute  a waiver of Lender's  right to  exercise  such
option or right at any other time.

                                       3
<PAGE>

      The  obligations  to make  the  payments  provided  for in this  Note  are
absolute  and   unconditional   and  not  subject  to  any   defense,   set-off,
counterclaim,  rescission,  recoupment,  or adjustment whatsoever.  The Borrower
hereby  expressly   waives  demand  and  presentment  for  payment,   notice  of
nonpayment,  notice of dishonor,  protest, notice of protest,  bringing of suit,
and diligence in taking any action to collect any amount  called for  hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless of and without any notice,  diligence,  act, or
omission with respect to the collection of any amount called for hereunder.

      As used herein,  the term "Lender" shall mean the Lender identified herein
and its successors and assigns and any and all other holders of this Note.

      IF ANY PROVISION OF THIS NOTE IS HELD TO BE INVALID OR  UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION,  THE OTHER PROVISIONS OF THIS NOTE SHALL REMAIN
IN FULL FORCE AND EFFECT.  IF THE PAYMENT OF ANY  INTEREST DUE  HEREUNDER  WOULD
SUBJECT  LENDER TO ANY PENALTY  UNDER  APPLICABLE  LAW,  THEN THE  PAYMENTS  DUE
HEREUNDER  SHALL BE  AUTOMATICALLY  REDUCED TO WHAT THEY WOULD BE AT THE HIGHEST
RATE AUTHORIZED UNDER APPLICABLE LAW.

      This Note shall be governed by, construed, and enforced in accordance with
the laws of The State of New York.

      Any notice  required or permitted to be  delivered  hereunder  shall be in
writing  and shall be deemed to be  delivered  on the  earlier  of: (i) the date
received,  or (ii) the date of delivery,  refusal, or non-delivery  indicated on
the return  receipt if deposited in a United States Postal  Service  depository,
postage prepaid,  sent registered or certified mail,  return receipt  requested,
addressed  to the party to  receive  the same at the  address  of such party set
forth  at the  beginning  of this  Note,  or at  such  other  address  as may be
designated in a notice delivered or mailed as herein provided.

      Executed under seal as of the date first above written.


                                          BORROWER:
                                          SUPERSTOCK, INC.

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                          LENDER:


                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                       4
<PAGE>

                                    GUARANTY
                                    --------

      a21, Inc.  hereby  unconditionally  guarantees the full and prompt payment
when due, whether by acceleration or otherwise, and at all times thereafter,  of
all obligations of the Borrower to the Lender with respect to principal payments
and any and all other amount payable to Lender under this Note, now or hereafter
existing,  or due to become due (all such obligations  hereinafter  collectively
called the "Guaranteed  Obligations").  This Guaranty is a continuing,  absolute
and unconditional  Guaranty,  and will remain in full force and effect until the
Guaranteed Obligations have been indefeasibly paid in full.


                                          a21, INC.
                                          AS GUARANTOR:


                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:


                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>v02612_ex10-10.txt
<TEXT>


                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                                    A21, INC.

                                       AND

                                CERTAIN INVESTORS
                           (AS LISTED ON SECHEDULE A)

                                      DATED

                                 JANUARY 2, 2004





<PAGE>

                            STOCK PURCHASE AGREEMENT



      This STOCK PURCHASE  AGREEMENT (the  "AGREEMENT") is made and entered into
as of 2nd day of January,  2004 by and among A21, INC., a corporation  organized
and existing under the laws of the State of Texas ("A21" or the "COMPANY"),  and
certain  investors,  (hereinafter  referred to  collectively  as  "INVESTOR"  or
"INVESTORS")  as listed on Schedule A herein  (each  agreement  with an Investor
being deemed a separate and independent  agreement  between the Company and such
Investor).

                             PRELIMINARY STATEMENT:



      WHEREAS, the Investors wish to purchase, upon the terms and subject to the
conditions  of this  Agreement,  a minimum of Two Million  Six Hundred  Thousand
Dollars  ($2,600,000)  ("MINIMUM")  and a maximum of Three  Million  Six Hundred
Thousand  Dollars  ($3,600,000)  ("MAXIMUM")  of the Common Stock of the Company
with the right if at the  Minimum  upon the  purchase of each four (4) shares of
Common Stock, to receive one (1) non-callable common stock purchase warrant, two
(2) common  stock  purchase  warrants  that are callable for a period of one (1)
year from Closing and one and six-tenths  (1.6) common stock  purchase  warrants
that are  callable for a period of  twenty-eight  (28) months with the number of
purchase  warrants  across all  warrant  classes  increasing  above Two  Million
Dollars   ($2,000,000)  as  represented  in  Schedules  A-1,  A-2  and  A-3  and
interpolated  for  amounts in  between  (each  four  shares of Common  Stock and
corresponding stock purchase warrants are referred to herein as a "UNIT"); and

      WHEREAS,  the parties intend to memorialize  the purchase and sale of such
Units;

      NOW,  THEREFORE,  in  consideration  of the mutual  covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:


                                    ARTICLE I


             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS

1.1  Incorporation  by  Reference.  The foregoing  recitals,  Schedule A and the
Exhibits attached hereto and referred to herein,  are hereby  acknowledged to be
true and accurate, and are incorporated herein by this reference.

1.2 Superseder.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 1 OF 28


<PAGE>


1.3  Certain  Definitions.   For  purposes  of  this  Agreement,  the  following
capitalized terms shall have the following  meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

      1.3.1 "1933 ACT" means the Securities Act of 1933, as amended.

      1.3.2 "1934 ACT" means the Securities Exchange Act of 1934, as amended.


      1.3.3  "AFFILIATE"  means a Person  or  Persons  directly  or  indirectly,
through one or more intermediaries,  controlling,  controlled by or under common
control  with the  Person(s)  in question.  The term  "control,"  as used in the
immediately  preceding  sentence,  means,  with  respect  to a Person  that is a
corporation,  the right to the exercise, directly or indirectly, of more than 50
percent  of the voting  rights  attributable  to the  shares of such  controlled
corporation  and,  with  respect  to a  Person  that is not a  corporation,  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management or policies of such controlled Person.

      1.3.4 "ARTICLES". The Articles of Organization of the Company, as the same
may be amended from time to time.

      1.3.5  "CLOSING  DATE" means the earlier of January 2, 2004 or upon all of
the  conditions  of Article  VIII and  Article IX herein are  satisfied,  unless
extended by the Company in its sole discretion until January 31, 2004.

      1.3.6 "COMMON  STOCK" means the shares of common stock of a21,  Inc.,  par
value $0.001 per share.

      1.3.7 "EFFECTIVE  DATE" shall mean the date the Registration  Statement of
the  Company  covering  the  Shares  being  subscribed  for  hereby is  declared
effective.

      1.3.8  "MATERIAL  ADVERSE  EFFECT"  shall mean any  adverse  effect on the
business,  operations,  properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole and/or any condition,  circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material  obligations  under this  Agreement or the  Registration  Rights
Agreement or to perform its obligations under any other material agreement.

      1.3.9 "TEXAS ACT" means the Texas revised Statutes, as amended.

      1.3.10 "PERSON" means an individual,  partnership, firm, limited liability
company,  trust,  joint venture,  association,  corporation,  or any other legal
entity.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 2 OF 28


<PAGE>


      1.3.11 "PURCHASE PRICE" means the purchase price for the Units.


      1.3.12  REGISTRATION  RIGHTS AGREEMENT" shall mean the registration rights
agreement between the Investors and the Company attached hereto as Exhibit B.

      1.3.13  "REGISTRATION  STATEMENT"  shall mean the  registration  statement
under the 1933 Act to be filed with the Securities  and Exchange  Commission for
the  registration of the Shares pursuant to the  Registration  Rights  Agreement
attached hereto as Exhibit B.

      1.3.14 "SEC" means the Securities and Exchange Commission.

      1.3.15 "SEC DOCUMENTS" shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

      1.3.16  "SHARES" shall mean,  collectively,  the shares of Common Stock of
the Company  being  subscribed  for  hereunder  and those shares of Common Stock
issuable to the Investor upon exercise of the Warrants.

      1.3.17 "UNITS" shall mean the Common Stock and the Warrants collectively.

      1.3.18  "WARRANTS"  shall mean the Common Stock  purchase  warrants in the
form attached hereto Exhibit A.



                                   ARTICLE II

                        SALE AND PURCHASE OF A21'S UNITS
                               AND PURCHASE PRICE


2.1 SALE OF UNITS Upon the terms and subject to the conditions set forth herein,
and in  accordance  with  applicable  law, the Company  agrees to sell,  and the
Investors, severally and not jointly, agree to purchase the following Units with
an aggregate  principal  amount of a minimum of Two Million Six Hundred Thousand
Dollars ($2,600,000) and a maximum of Three Million Six Hundred Thousand Dollars
($3,600,000)  in accordance with the commitments set forth on Schedules A-1, A-2
and A-3 attached  hereto,  at the Purchase Price on the Closing Date,  each Unit
consisting of:

            2.1.1 COMMON STOCK Upon execution and delivery of this Agreement and
the Company's receipt of the Purchase Price (as described herein), each Investor
shall  receive  shares of Common  Stock of the  Company at a value of $ 0.20 per
share.  The Company shall  register those shares of Common Stock pursuant to the


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 3 OF 28

<PAGE>


terms and  conditions of a  Registration  Rights  Agreement  attached  hereto as
Exhibit B. The Registration  Rights Agreement shall include,  but not be limited
to, such terms and  conditions  as the immediate  registration  of the shares of
Common Stock sold hereunder,  one demand right if all the shares of Common Stock
sold hereunder are not registered or the Registration  Statement is subsequently
not  effective,  unlimited  "piggy back"  registration  rights,  and  liquidated
damages to the Investor of twelve  percent (12%) of the Purchase Price per annum
payable per month if the shares of Common Stock are not  registered  pursuant to
an effective  Registration Statement within six months of the Closing Date or if
the shares of Common Stock are registered pursuant to an effective  Registration
Statement  and  such  Registration  Statement  or other  Registration  Statement
including  the shares of Common  Stock is not  effective  in the period from six
months  following the Closing Date through two years following the Closing Date,
except that the obligation of the Company  terminates  when the holder of shares
of Common Stock no longer holds more than twenty  percent  (20%) of their shares
of Common Stock as acquired herein.

2.1.2  WARRANTS Upon  execution and delivery of this Agreement and the Company's
receipt  of the  Purchase  Price (as  described  herein),  each  Investor  shall
receive,  upon the  purchase  of each four (4) shares of Common  Stock,  one (1)
non-callable  common  stock  purchase  warrant,  two (2) common  stock  purchase
warrants  that are  callable  for a period of one year from  Closing and one and
six-tenths  (1.6) common stock purchase  warrants that are callable for a period
of  twenty-eight  (28) months with the number of  purchase  warrants  across all
warrant classes increasing above Two Million Dollars ($2,000,000) as represented
in  Schedules  A-1,  A-2 and A-3 and  interpolated  for amounts in between.  The
Warrant, a form of which is attached hereto as Exhibit A shall include,  but not
be limited to, such terms and conditions as an exercise price of $0.20 per share
for the  non-callable  Warrants,  $.225 and $.45 per share for the Warrants that
are  callable for one year,  and $.85 and $1.35 per share for the Warrants  that
are callable for a period of twenty-eight  (28) months (as adjusted from time to
time as provided in the Warrant),  an expiration date of five (5) years from the
date of  issuance.  The  callable  Warrants  shall have a call  provision if the
average  closing  price of the  Common  Stock as listed on a  nationally  public
securities  market is $.50 for the $.225 Warrants,  $1.00 for the $.45 Warrants,
$1.35 for the $.90  Warrants,  and $2.00 for the $1.35  Warrants for a period of
twenty consecutive trading days and the Registration  Statement is effective for
such twenty  consecutive  trading days, whereby the Company may call the Warrant
and pay to the holder of the Warrant $0.001 per warrant.

2.2  PURCHASE  PRICE.  The  purchase  price to be paid by each  Investor  on the
Closing Date shall be as defined in section 1.3.5 ($0.20) per share, as the case
may be, in accordance  with on SCHEDULES A-1, A-2 AND A-3 attached  hereto,  and
shall be  payable  in United  States  Dollars.  Payment  to the  Company  of the
Purchase  Price  shall  be  made at the  Closing  Date by  certified  check  for
immediately  available funds or wire transfer of immediately  available funds to
the account specified by the Company and provided to the Investor.

Payment by check shall be as follows:


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 4 OF 28

<PAGE>


LOEB & LOEB LLP TRUST ACCOUNT
Attention: Lloyd Rothenberg re: a21, Inc.
Loeb & Loeb LLP
345 Park Avenue, 19th Floor
New York, NY  10154-0037
Direct Dial:  212-407-4937
Facsimile:  212-407-4990
Email: lrothenberg@loeb.com


Payment by wire shall be as follows:

LOEB & LOEB LLP TRUST ACCOUNT
ACCOUNT # 24576266
ABA # 021000089
Attention:  Lloyd Rothenberg re: a21, Inc.

CITIBANK,  N.A.
153 EAST 53RD. STREET
NEW YORK, NY 10022
CONTACT NAME:  EVELINE COADY
PHONE # (212) 559-3787


2.3  ESCROW.  The funds  received  by Loeb & Loeb LLP (the  "Escrow  Agent")  in
accordance  with Section 2.2 of this Agreement  shall be held in escrow pursuant
to the terms and  conditions  of this  Section 2.3 of the  Agreement.  The funds
shall be held in a non-interest bearing account. The Escrow Agent shall disburse
the funds to the Company,  or as the Company shall in writing  direct,  upon the
closing of the  purchase  of a portion of the issued and  outstanding  shares of
capital  stock of  SuperStock,  Inc.  ("SSI")  and its  recapitalization  all in
accordance with a Stock Purchase and  Recapitalization  Agreement dated November
10, 2003 among the Company, the selling stockholders of SSI and SSI, and receipt
of written  confirmation  from the  Investors  that each of them consents to the
distribution  agreed to by the Company.  If the closing of such  transaction has
not taken  place  within  ninety  (90) days of the date of this  Agreement,  the
Escrow Agent shall return such funds to the  Investors.  The  Investors  and the
Company, jointly and severally, agree to indemnify Escrow Agent for, and to hold
it harmless against, any loss,  liability,  damage or expense incurred by Escrow
Agent arising out of, or in connection  with,  this  Agreement,  any  litigation
arising in connection with this Agreement or any transaction  related in any way
hereto, including but not limited to attorneys' fees incurred by Escrow Agent in
the event of any question as to the provisions  hereof or its duties  hereunder,
and other costs and expenses  incurred by Escrow Agent in fulfilling  its duties
and  responsibilities  hereunder,  or incurred by Escrow Agent defending  itself
against  any claim of  liability  (other  than,  in all such  cases,  for Escrow

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 5 OF 28

<PAGE>


Agent's  willful  misconduct  or gross  negligence).  Escrow Agent shall have no
duties  arising from this  Agreement  except those  expressly  set forth in this
Section  2.3 and it shall not be bound by any notice of claim or demand,  or any
waiver,  modification or amendment  unless it shall have given its prior written
consent thereto.

2.4 ACCEPTANCE EACH POTENTIAL  INVESTOR  acknowledges that the Company shall, in
its sole discretion,  have the right to accept or reject their  subscription for
Units,  in whole or in part,  for any reason or for no reason within 72 hours of
receipt of cleared funds and properly  executed  documents,  and shall  promptly
return funds to such investor.

                                   ARTICLE II

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1 CLOSING DATE The closing of the transactions  contemplated by this Agreement
(the  "CLOSING"),  unless  expressly  determined  herein,  shall  be held at the
offices of counsel to the Company at 5:00 P.M.  local time,  on the Closing Date
or on such other date and at such other place as may be  mutually  agreed by the
parties, including closing by facsimile with originals to follow.

3.2  DELIVERIES  BY THE COMPANY.  In addition to and without  limiting any other
provision  of this  Agreement,  the Company  agrees to  deliver,  or cause to be
delivered, to the Investors, the following:

            (a)   Within seven (7) business days, Certificates  representing a21
                  Shares,  which  certificates  shall  be duly  endorsed  to the
                  Investor;

            (b)   At or prior to Closing, an executed Agreement;

            (c)   At or prior to Closing, an executed Warrant in the name of the
                  Investor in the form attached hereto as Exhibit A;

            (d)   At or  prior  to  Closing,  an  executed  Registration  Rights
                  Agreement  between  the  Investor  and the Company in the form
                  attached hereto as Exhibit B;

            (e)   At or prior to Closing,  confirmation  that the  provisions of
                  Paragraph  6.6 herein have been  satisfied  or  commenced,  as
                  appropriate; and

            (f)   Such other  documents or  certificates  as shall be reasonably
                  requested by the each Investor or its counsel.

3.3  DELIVERIES  BY  INVESTOR.  In addition to and  without  limiting  any other
provision of this  Agreement,  each Investor  agrees to deliver,  or cause to be
delivered, to the Company, as appropriate, the following:

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 6 OF 28

<PAGE>


            (a)   At or prior to Closing, the Purchase Price; (b) At or prior to
                  Closing, an executed Agreement;

            (c)   At or  prior  to  Closing,  an  executed  Registration  Rights
                  Agreement  between  the  Investor  and the Company in the form
                  attached hereto as Exhibit B; and

            (d)   Such other  documents or  certificates  as shall be reasonably
                  requested  by the  Company  or its  counsel.  In the event any
                  document provided to the other party in Paragraphs 3.2 and 3.3
                  herein are provided by  facsimile,  the party shall forward an
                  original document to the other party within seven (7) business
                  days.

3.4 FURTHER ASSURANCES. The Company and each Investor shall, upon request, on or
after the Closing Date,  cooperate  with each other  (specifically,  the Company
shall  cooperate with each Investor,  and each Investor shall cooperate with the
Company,  and no Investor is required to cooperate  with any other  Investor) by
furnishing any additional  information,  executing and delivering any additional
documents  and/or other  instruments and doing any and all such things as may be
reasonably  required by the parties or their  counsel to consummate or otherwise
implement the transactions contemplated by this Agreement.


                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF A21

      a21  represents  and  warrants  to the  Investors  (which  warranties  and
representations  shall  survive the  Closing  regardless  of what  examinations,
inspections,  audits and other  investigations the Purchaser has heretofore made
or may hereinafter make with respect to such warranties and  representations) as
follows:

4.1 ORGANIZATION AND QUALIFICATION. a21 is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas,  and has the
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as it is now being  conducted and is duly qualified
to do  business  in any  other  jurisdiction  by  virtue  of the  nature  of the
businesses conducted by it or the ownership or leasing of its properties, except
where the failure to be so  qualified  will not,  when taken  together  with all
other such failures, have a Material Adverse Effect on the business, operations,
properties,  assets,  financial condition or results of operation of a21 and its
subsidiaries taken as a whole.

4.2 ARTICLES OF  INCORPORATION  AND BY-LAWS.  The complete and correct copies of
a21's  Articles of  Incorporation  and  By-Laws,  as amended or restated to date
which have been filed with the Securities and Exchange Commission are a complete
and correct copy of such  document as in effect on the date hereof and as of the
Closing Date.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 7 OF 28

<PAGE>


4.3 CAPITALIZATION.

                        4.3.1 The  authorized and  outstanding  capital stock of
a21 is set forth in a21's Annual  Report on Form  10-KSB,  filed on June 2, 2003
with the  Securities  and Exchange  Commission and updated on all subsequent SEC
Documents..  All  shares of  capital  stock  have been duly  authorized  and are
validly  issued,  and are fully paid and no  assessable,  and free of preemptive
rights.

                        4.3.2  Except  pursuant  to this  Agreement,  and as set
forth in a21's Annual Report on Form 10-KSB, filed on June 2, 2003 with the SEC,
and subsequent documents filed with the SEC or supplied to Investors,  as of the
date hereof and as of the Closing Date,  there are not now outstanding  options,
warrants,  rights  to  subscribe  for,  calls or  commitments  of any  character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of any class of capital stock of a21, or agreements,  understandings
or  arrangements to which a21 is a party, or by which a21 is or may be bound, to
issue  additional  shares of its capital  stock or options,  warrants,  scrip or
rights  to  subscribe  for,  calls or  commitment  of any  character  whatsoever
relating to, or securities or rights  convertible into or exchangeable  for, any
shares  of any class of its  capital  stock;  except  as per the Stock  Purchase
Agreement for SuperStock including $4,250,000 in participating  preferred issued
to the Sellers of  SuperStock,  Inc. in SuperStock,  Inc. which is  exchangeable
into  5,000,151  shares of Common Stock and up to 2,000,000  stock options to be
issued to  employees  and  management  of  SuperStock,  Inc. to be issued  after
Closing and options to be issued to  management  of a21.  The Company  agrees to
inform the Investors in writing of any additional  shares,  options and warrants
issued or granted prior to the Closing Date.

                        4.3.3 The Company on the Closing Date (i) will have full
right, power, and authority to sell, assign, transfer, and deliver, by reason of
record and beneficial ownership,  to each Investor,  a21 Shares hereunder,  free
and clear of all liens, charges,  claims, options,  pledges,  restrictions,  and
encumbrances whatsoever;  and (ii) upon delivery of and payment by each Investor
of the  Purchase  Price to the  Company,  such  Investor  will  acquire good and
marketable  title to such Company Stock,  free and clear of all liens,  charges,
claims, options, pledges, restrictions, and encumbrances whatsoever.

4.4 AUTHORITY.  a21 has all requisite  corporate  power and authority to execute
and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement by a21 and the  consummation  of the  transactions  contemplated
hereby have been duly authorized by all necessary  corporate action and no other
corporate  proceedings  on the  part  of  a21 is  necessary  to  authorize  this
Agreement  or to  consummate  the  transactions  contemplated  hereby  except as
disclosed in this Agreement. This Agreement has been duly executed and delivered
by a21  and  constitutes  the  legal,  valid  and  binding  obligation  of  a21,


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 8 OF 28

<PAGE>


enforceable  against a21 in accordance with its terms,  except as may be limited
by bankruptcy,  insolvency,  reorganization,  moratorium,  or other similar laws
affecting the enforcement of creditors' rights generally and general  principles
of equity.

4.5 NO CONFLICT;  REQUIRED  FILINGS AND CONSENTS.  The execution and delivery of
this Agreement by a21 does not, and the  performance by a21 of their  respective
obligations  hereunder  will not: (i)  conflict  with or violate the Articles or
By-Laws of a21;  (ii)  conflict  with,  breach or violate  any  federal,  state,
foreign or local law, statute,  ordinance, rule, regulation,  order, judgment or
decree  (collectively,  "LAWS") in effect as of the date of this  Agreement  and
applicable to a21; or (iii) result in any breach of, constitute a default (or an
event that with notice or lapse of time or both would  become a default)  under,
give to any other entity any right of  termination,  amendment,  acceleration or
cancellation  of, require  payment under, or result in the creation of a lien or
encumbrance  on any of the  properties  or assets of a21  pursuant to, any note,
bond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,
franchise or other instrument or obligation to which a21 is a party or by a21 or
any of its  properties or assets is bound.  Excluded from the foregoing are such
violations,   conflicts,   breaches,  defaults,   terminations,   accelerations,
creations  of liens,  or  incumbency  that would not, in the  aggregate,  have a
Material Adverse Effect.

4.6 REPORT AND FINANCIAL  STATEMENTS.  a21's Annual Report on Form 10-KSB, filed
on June 2, 2003,  with the  Securities  and  Exchange  Commission  contains  the
audited  financial  statements  of a21 as of December  31, 2002 (the  "FINANCIAL
STATEMENTS").  Each  of the  balance  sheets  contained  in or  incorporated  by
reference  into any such Financial  Statements  (including the related notes and
schedules  thereto)  fairly  presented the  financial  position of a21 as of its
date, and each of the statements of income and changes in  stockholders'  equity
and cash flows or equivalent  statements in such Financial Statements (including
any related notes and schedules thereto) fairly presents and will fairly present
the results of operations,  changes in stockholders'  equity and changes in cash
flows, as the case may be, of a21 for the periods to which they relate,  in each
case in accordance with United States generally accepted  accounting  principles
("U.S. GAAP") consistently  applied during the periods involved,  except in each
case as may be noted therein,  subject to normal  year-end audit  adjustments in
the case of unaudited  statements.  The books and records of a21 have been,  and
are being,  maintained in all material respects in accordance with U.S. GAAP and
any other applicable  legal and accounting  requirements and reflect only actual
transactions.

4.7  COMPLIANCE  WITH  APPLICABLE  LAWS.  a21 is not in violation of, or, to the
knowledge of a21 is under investigation with respect to or has been given notice
or has been charged  with the  violation  of any Law of a  governmental  agency,
except for  violations  which  individually  or in the  aggregate  do not have a
Material Adverse Effect.

4.8  BROKERS.  Except for  H.C.Wainwright  & Co.,  Inc.,  no  broker,  finder or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of a21.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 9 OF 28

<PAGE>


4.9 SEC DOCUMENTS.  a21 acknowledges that a21 is a publicly held company and has
made  available to the  Investors  after demand true and complete  copies of any
requested SEC  Documents.  The Company is required to file reports under Section
15(d) of the 1934 Act,  and the  Common  Stock is listed  and  traded on the OTC
Bulletin Board Market of the National  Association of Securities  Dealers,  Inc.
The Company has received no notice,  either oral or written, with respect to the
continued  eligibility of the Common Stock for such listing, and the Company has
maintained all requirements  for the  continuation of such listing.  The Company
has not provided to the Investors any information that,  according to applicable
law, rule or regulation,  should have been disclosed  publicly prior to the date
hereof  by the  Company,  but  which  has not  been so  disclosed.  As of  their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the 1934 Act, and rules and  regulations of the SEC promulgated
thereunder  and the SEC  Documents  did not  contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not  misleading  that the Investor has received from
the Company  reports with the  Securities  and Exchange  Commission and with the
NASD.

4.10  LITIGATION.  To the  knowledge  of a21,  no  litigation,  claim,  or other
proceeding  before any court or  governmental  agency is  pending or  threatened
against a21 that is material  other than  litigation  in the ordinary  course of
business and as represented in the Company's filings with the SEC.

4.11  EXEMPTION  FROM  REGISTRATION.  Subject to the accuracy of the  Investors'
representations  in Article V, except as required  pursuant to the  Registration
Rights Agreement,  the sale of the Units will not require registration under the
1933 Act and/or any applicable state  securities law. When validly  converted in
accordance  with the terms of the Warrants,  the Shares  underlying the Warrants
will be duly and validly issued, fully paid, and non-assessable.  The Company is
issuing the Units in accordance  with and in reliance  upon the  exemption  from
securities registration afforded,  inter alia, by Rule 506 under Regulation D as
promulgated by the SEC under the 1933, and/or Section 4(2) of the 1933 Act.

4.12 NO  GENERAL  SOLICITATION  OR  ADVERTISING  IN REGARD TO THIS  TRANSACTION.
Neither the  Company nor any of its  Affiliates  nor,  to the  knowledge  of the
Company,  any Person  acting on its or their  behalf (i) has  conducted  or will
conduct  any  general  solicitation  (as  that  term is used in Rule  502(c)  of
Regulation  D as  promulgated  by  the  SEC  under  the  1933  Act)  or  general
advertising  with  respect to the sale of the Units,  or (ii) made any offers or
sales of any  security or  solicited  any offers to buy any  security  under any
circumstances that would require  registration of the Units, under the 1933 Act,
except as required herein.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                 PAGE 10 OF 28

<PAGE>


4.13 NO MATERIAL  ADVERSE CHANGE.  Since December 31, 2002, no Material  Adverse
Effect has  occurred  or exists with  respect to the  Company  that has not been
disclosed in the SEC Documents.  No material supplier has given notice,  oral or
written,  that it  intends  to cease or  materially  reduce  the  volume  of its
business with the Company from  historical  levels.  Since December 31, 2002, no
event or circumstance  has occurred or exists with respect to the Company or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under any applicable  law, rule or  regulation,  requires  public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investors.

4.14  MATERIAL  NON-PUBLIC  INFORMATION.  The Company has not  disclosed  to the
Investors  any material  non-public  information  that (i) if  disclosed,  would
reasonably  be  expected  to have a  material  effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation,  should have been
disclosed  publicly  by the  Company  prior to the date hereof but which has not
been so disclosed.

4.15 INTERNAL  CONTROLS AND PROCEDURES.  The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

4.16  FULL  DISCLOSURE.  No  representation  or  warranty  made  by a21 in  this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Purchaser  pursuant  to this  Agreement  contains  or will  contain  any  untrue
statement  of a material  fact,  or omits or will omit to state a material  fact
necessary to make the statements contained herein or therein not misleading.


                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS


Each Investor,  severally and not jointly, as to himself or itself and not as to
any other Investor, represents and warrants to the Company that:

5.1  ORGANIZATION  AND  STANDING  OF  THE  INVESTOR.  Where  the  Investor  is a
corporation,  such Investor is duly  incorporated,  validly existing and in good
standing under the laws of the state in which it was formed.  The state in which
any offer to purchase shares  hereunder was made or accepted by such Investor is
the state shown as such Investor's  address.  If an entity, the Investor was not
formed for the  purpose  of  investing  solely in the Units the  subject of this
Agreement.

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 11 OF 28

<PAGE>


5.2  AUTHORIZATION AND POWER. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the Units being sold to
it hereunder.  The execution,  delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the  transactions  contemplated
hereby  have  been duly  authorized  by all  necessary  corporate  action  where
appropriate. This Agreement and the Registration Rights Agreement have been duly
executed and delivered by the Investor and at the Closing shall constitute valid
and binding  obligations  of the  Investor  enforceable  against the Investor in
accordance  with their terms,  except as such  enforceability  may be limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

5.3 NO CONFLICTS. The execution,  delivery and performance of this Agreement and
the  consummation  by the Investor of the  transactions  contemplated  hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Investor or its  properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase  the Units in  accordance  with the  terms  hereof,  provided  that for
purposes of the representation  made in this sentence,  the Investor is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the Company herein.

5.4 FINANCIAL  RISKS.  The Investor  acknowledges  that such Investor is able to
bear the financial risks  associated with an investment in the Units and that it
has been given full access to such  records of the Company and the  subsidiaries
and to the  officers  of the  Company  and  the  subsidiaries  as it has  deemed
necessary  or  appropriate  to  conduct  its due  diligence  investigation.  The
Investor is capable of  evaluating  the risks and merits of an investment in the
Units by virtue of its experience as an investor and its knowledge,  experience,
and sophistication in financial and business matters and the Investor is capable
of bearing the entire loss of its investment in the Units.

5.5 ACCREDITED  INVESTOR.  The Investor is (i) an "accredited  investor" as that
term is defined in Rule 501 of  Regulation D  promulgated  under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making  investments of the


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 12 OF 28

<PAGE>


kind  described in this  Agreement  and the related  documents,  (iii) able,  by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the Units.

5.6 BROKERS.  Except for  H.C.Wainwright  & Co.,  Inc., who shall be paid by the
Company,  no broker,  finder or investment  banker is entitled to any brokerage,
finder's  or  other  fee or  commission  in  connection  with  the  transactions
contemplated by this Agreement based upon  arrangements  made by or on behalf of
the Investors.

5.7 NO SHORT SALES.  Prior to the Closing Date,  neither the Investor nor any of
the  Investor's  Affiliates  will be in a net short  position with regard to the
Common Stock in any accounts directly or indirectly controlled by the Investor.

5.8 KNOWLEDGE OF COMPANY.  Each Investor and such Investor's  advisors,  if any,
have been, upon request,  furnished with all materials relating to the business,
finances and  operations of the Company and materials  relating to the offer and
sale of the Units. Each Investor and such Investor's advisors, if any, have been
afforded  the  opportunity  to ask  questions  of the Company and have  received
complete and satisfactory answers to any such inquiries.

5.9 RISK FACTORS Each Investor  understands  that such Investor's  investment in
the Units  involves a high degree of risk.  Each  Investor  understands  that no
United States  federal or state agency or any other  government or  governmental
agency has passed on or made any  recommendation  or  endorsement  of the Units.
Each  Investor  warrants that such Investor is able to bear the complete loss of
such Buyer's investment in the Units.

5.10 FULL DISCLOSURE. No representation or warranty made by the Investor in this
Agreement  and no  certificate  or document  furnished or to be furnished to a21
pursuant to this  Agreement  contains or will contain any untrue  statement of a
material  fact, or omits or will omit to state a material fact necessary to make
the statements  contained herein or therein not misleading.  Except as set forth
or  referred  to in this  Agreement,  Investor  does not have any  agreement  or
understanding  with  any  person  relating  to  acquiring,  holding,  voting  or
disposing of any equity securities of the Company.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 13 OF 28


<PAGE>


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1.  REGISTRATION  RIGHTS.  The  Company  shall cause the  Registration  Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.

6.2.  RESERVATION  OF COMMON  STOCK.  As of the date  hereof,  the  Company  has
reserved  and the Company  shall  continue to reserve and keep  available at all
times,  free of  preemptive  rights,  shares of Common  Stock for the purpose of
enabling  the  Company  to issue  the  shares  of Common  Stock  underlying  the
Warrants.

6.3.  LISTING OF COMMON STOCK. The Company hereby agrees to maintain the listing
of the Common  Stock on a publicly  trading  market.  The Company  will take all
actions to continue  the  listing and trading of its Common  Stock on a publicly
traded  market and will comply in all  respects  with the  Company's  reporting,
filing and other  obligations under the bylaws or rules of the a publicly traded
market.

6.4. EXCHANGE ACT REPORTS. The Company will continue to file reports pursuant to
Section  15(d) of the 1934  Act,  will use its best  efforts  to  comply  in all
respects with its reporting and filing  obligations under the 1934 Act, and will
not take any action or file any document  (whether or not  permitted by the 1934
Act or the rules  thereunder)  to terminate or suspend its  reporting and filing
obligations  under the 1934 until the  Investors  have  disposed of all of their
Shares or the shares of Common Stock underlying the Warrants.

6.5.  CORPORATE  EXISTENCE;  CONFLICTING  AGREEMENTS.  The Company will take all
steps necessary to preserve and continue the corporate existence of the Company.
The Company  shall not enter into any  agreement,  the terms of which  agreement
would  restrict  or impair the right or ability of the Company to perform any of
its obligations under this Agreement or any of the other agreements  attached as
exhibits hereto.

6.6.  PREFERRED STOCK. The Company will not issue Preferred Stock of the Company
which is  convertible  into  common  stock at a value below the  Purchase  Price
without  approval from Investors  representing  51% of the principal  investment
prior to an effective Registration Statement for at least 51% of the Shares.

6.7.  USE OF PROCEEDS.  The Company  will use the proceeds  from the sale of the
Units (excluding amounts paid by the Company for legal and  administrative  fees
in  connection  with the sale of the Units) along with other  financing  for the
purchase  of the  voting  and  non-voting  stock of  SuperStock,  Inc.  (and the
transaction costs associated therewith) with any remaining balance as additional
working capital.

6.8.  EXCHANGE OF SUPERSTOCK  PREFERRED  STOCK. The Company shall not compel the
shareholders  of  SuperStock,  Inc. to exchange  any  preferred  stock issued by


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 14 OF 28


<PAGE>


SuperStock,  Inc. to its shareholders  pursuant to the acquisition of the shares
of SuperStock by the  undersigned at a price less than $0.85 per share until the
second  (2nd)  anniversary  of the Closing  and from and after the second  (2nd)
anniversary  and until the fourth  (4th)  anniversary  of the Closing at a price
less than $0.50 per share, as appropriately adjusted in all such cases.

6.9.  CERTAIN  OUTSTANDING  INDEBTEDNESS  The Company shall,  on or prior to the
Closing Date, cause LCA Capital Partners I, Inc., Whitney Holdings, Inc., Glossy
Finish LLC and Tom Butta to, in the aggregate, convert a minimum of Five Hundred
Thousand  Dollars  ($500,000)  of the amounts  owed to them by the Company  into
Common Stock and Warrants in accordance with the provisions of Section 2.1.1 and
2.1.2 of the Agreement, respectively.

6.10. INDEBTEDNESS TO SUPERSTOCK,  INC. SHAREHOLDERS.  The Company covenants and
agrees  that  until  after the  first  (1st)  anniversary  of the  Closing,  any
promissory notes or other evidence of indebtedness issued to the shareholders of
SuperStock,  Inc. in  connection  with the closing on the purchase of the voting
and non-voting  stock of SuperStock,  Inc. shall not be secured by the assets of
the  Company.  Such  promissory  notes or other  evidences of  indebtedness  may
provide that  beginning on the day after the first  anniversary  of the Closing,
they shall automatically be secured by the assets of the Company.


                                   ARTICLE VII

                           COVENANTS OF THE INVESTORS

7.1  COMPLIANCE  WITH LAW. The  Investor's  trading  activities  with respect to
shares of the Company's  Common Stock will be in compliance  with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations of any public market on which the Company's Common Stock is listed.

7.2  TRANSFER  RESTRICTIONS.  The  Investor's  acknowledge  that (1) the Shares,
Warrants and shares  underlying the Warrants have not been registered  under the
provisions of the 1933 Act, and may not be transferred  unless (A)  subsequently
registered  thereunder or (B) the Investors  shall have delivered to the Company
an opinion of counsel,  reasonably  satisfactory in form, scope and substance to
the Company,  to the effect that the Shares,  Warrants and shares underlying the
Warrants to be sold or  transferred  may be sold or  transferred  pursuant to an
exemption from such registration;  and (2) any sale of the Shares,  Warrants and
shares  underlying the Warrants made in reliance on Rule 144  promulgated  under
the 1933 Act may be made  only in  accordance  with the  terms of said  Rule and
further,  if said Rule is not applicable,  any resale of such  Securities  under
circumstances in which the seller,  or the person through whom the sale is made,
may be deemed to be an  underwriter,  as that term is used in the 1933 Act,  may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 15 OF 28

<PAGE>


7.3 RESTRICTIVE  LEGEND.  The Investor's  acknowledge and agree that the Shares,
and, until such time as the Shares have been  registered  under the 1933 Act and
sold in accordance with an effective  Registration  Statement,  certificates and
other instruments representing any of the Shares shall bear a restrictive legend
in  substantially  the following form (and a  stop-transfer  order may be placed
against transfer of any such Securities):

     "THE SHARES OF COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE
     HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS
     AND  NEITHER  SUCH  SHARES  NOR  ANY  INTEREST  THEREIN  MAY BE
     OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED
     UNLESS (1) A  REGISTRATION  STATEMENT  WITH RESPECT  THERETO IS
     EFFECTIVE  UNDER THE SECURITIES  ACT AND ANY  APPLICABLE  STATE
     SECURITIES  LAWS, OR (2) IN ACCORDANCE  WITH THE  PROVISIONS OF
     REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
     UNDER THE SECURITIES ACT."


7.4 Until the first  anniversary  of the  Closing,  or until the earlier sale by
Investor  of the shares of Common  Stock  referred to in the  remainder  of this
sentence,  Investor  shall vote 28% of the shares of Common Stock  included,  or
issued  upon  exercise of  Warrants  included,  in the Units as the board of the
directors of the Company may from time to time direct.

                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

         The   obligation  of  the  Company  to  consummate   the   transactions
contemplated hereby shall be subject to the fulfillment,  on or prior to Closing
Date, of the following conditions:

8.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

8.2 REPRESENTATIONS  TRUE AND CORRECT. The representations and warranties of the
Investors  contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.

8.3 COMPLIANCE WITH  COVENANTS.  The Investors shall have performed and complied
in all material respects with all covenants, agreements, and conditions required
by this  Agreement  to be performed or complied by it prior to or at the Closing
Date.

8.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 16 OF 28


<PAGE>



                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS

      The   obligation  of  the  Investors  to   consummate   the   transactions
contemplated hereby shall be subject to the fulfillment,  on or prior to Closing
Date unless specified otherwise, of the following conditions:

9.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

9.2 REPRESENTATIONS  TRUE AND CORRECT. The representations and warranties of a21
contained in this Agreement  shall be true and correct in all material  respects
on and as of the Closing Date with the same force and effect as if made on as of
the Closing Date.

9.3  COMPLIANCE  WITH  COVENANTS.  a21 shall have  performed and complied in all
material  respects with all covenants,  agreements,  and conditions  required by
this  Agreement  to be  performed  or  complied by it prior to or at the Closing
Date.

9.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.

9.5 CLOSING OF SUPERSTOCK, INC. TRANSACTION. On the Closing Date, a21 shall have
closed on or  simultaneously  be  closing  on the  purchase  of the  voting  and
non-voting stock of SuperStock,  Inc. as per the agreement attached as Exhibit C
and  any  subsequent  amendments  that  do  not  change  the  substance  of  the
transaction.  A21 shall  deliver  to the  Investors  a  statement  signed by the
shareholders of SuperStock Inc.  ("SSI")  substantially to the effect that SSI's
financial  statements through October 31, 2003 were derived from SSI's books and
records maintained in the ordinary course of its business, and fairly present in
all material  respects the financial  position of SSI as of the date thereof and
for the period then ended,  in accordance  with GAAP (except as may be indicated
in the notes  thereto)  and  subject  to  year-end  adjustments  and with  SSI's
internal accounting policies.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 17 OF 28

<PAGE>


                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

10.1  TERMINATION.  This  Agreement  may be  terminated at any time prior to the
Effective Time:

                  10.1.1 by mutual  written  consent  of the  Investors  and the
Company;

                  10.1.2  by  the  Company   upon  a  material   breach  of  any
representation,  warranty, covenant or agreement on the part of the Investor set
forth  in  this  Agreement,  or the  Investor  upon  a  material  breach  of any
representation,  warranty, covenant or agreement on the part of a21 set forth in
this  Agreement,  or if any  representation  or warranty of a21 or the Investor,
respectively,  shall have  become  untrue,  in either  case such that any of the
conditions set forth in Article VIII or Article IX hereof would not be satisfied
(a  "TERMINATING  BREACH"),  and such breach shall, if capable of cure, not have
been cured within five (5) days after receipt by the party in breach of a notice
from the non-breaching party setting forth in detail the nature of such breach;

                  10.1.3 by either  party,  if the Closing Date is after January
31, 2004.

10.2 EFFECT OF  TERMINATION.  In the event of the  termination of this Agreement
pursuant to Paragraph  10.1 hereof,  there shall be no liability on the party of
a21 or the Investors or any of their respective officers,  directors,  agents or
other  representatives  and all rights and obligations of any party hereto shall
cease, except as expressed herein.

10.3  AMENDMENT.  This  Agreement may be amended by the parties  hereto any time
prior to the  Closing  Date by an  instrument  in writing  signed by the parties
hereto.

10.3 WAIVER.  At any time prior to the Closing Date,  a21 or the  Investors,  as
appropriate,  may:  (a)  extend  the  time  for  the  performance  of any of the
obligations or other acts of other party or; (b) waive any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant hereto which have been made to it or them; or (c) waive compliance with
any of the agreements or conditions  contained  herein for its or their benefit.
Any such  extension or waiver shall be valid only if set forth in an  instrument
in writing signed by the party or parties to be bound hereby.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 18 OF 28

<PAGE>


                                   ARTICLE XI

                               GENERAL PROVISIONS


11.1 TRANSACTION COSTS. Except as otherwise provided herein, each of the parties
shall pay all of his or its  costs and  expenses  (including  attorney  fees and
other legal costs and expenses and accountants'  fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.

11.2 INDEMNIFICATION.  Each Investor, severally and not jointly agrees to defend
and hold the Company (following the Closing Date) and its officers and directors
harmless against and in respect of any and all claims,  demands,  losses, costs,
expenses, obligations, liabilities or damages, including interest, penalties and
reasonable  attorney's fees, that it shall incur or suffer,  which arise out of,
result  from or  relate to any  breach of this  Agreement  by such  Investor  or
failure by such Investors to perform with respect to any of its representations,
warranties or covenants  contained in this  Agreement or in any exhibit or other
instrument furnished or to be furnished under this Agreement. The Company agrees
to defend and hold the Investor  harmless  against and in respect of any and all
claims, demands, losses, costs, expenses,  obligations,  liabilities or damages,
including  interest,  penalties and reasonable  attorney's  fees,  that it shall
incur or suffer, which arise out of, result from or relate to any breach of this
Agreement  or failure  by the  Company  to  perform  with  respect to any of its
representations,  warranties or covenants  contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.

11.3  HEADINGS.  The table of contents and headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.4 ENTIRE  AGREEMENT.  This Agreement  (together with the Schedule,  Exhibits,
Warrants and documents  referred to herein)  constitute the entire  agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter hereof.


11.5 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have  been  given (i) on the date they are  delivered  if
delivered  in  person;  (ii) on the date  initially  received  if  delivered  by
facsimile  transmission  followed by registered or certified mail  confirmation;
(iii) on the date  delivered by an  overnight  courier  service;  or (iv) on the
third  business day after it is mailed by registered or certified  mail,  return
receipt requested with postage and other fees prepaid as follows:

                           If to a21:

                           a21, Inc.
                           c/o Lloyd L. Rothenberg
                           Loeb & Loeb LLP
                           345 Park Avenue


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 19 OF 28


<PAGE>


                           New York, NY  10154-0037
                           Direct Dial:  212-407-4937
                           Facsimile:  212-407-4990
                           Email: lrothenberg@loeb.com

                           With a copy to:
                           --------------

                           Lloyd L. Rothenberg
                           Loeb & Loeb LLP
                           345 Park Avenue
                           New York, NY  10154-0037
                           Direct Dial:  212-407-4937
                           Facsimile:  212-407-4990
                           Email: lrothenberg@loeb.com

                           If to the Investors:

                           To the address  listed on Schedule A herein or to the
                           address provided to the Company by an Investor.

11.6 SEVERABILITY.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

11.7 BINDING EFFECT.  All the terms and provisions of this Agreement  whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

11.8  PREPARATION  OF  AGREEMENT.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

11.9  GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

11.10  JURISDICTION.  This  Agreement  shall  be  exclusively  governed  by  and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 20 OF 28

<PAGE>


a claim or counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and venue  for any such  action  shall be the State  Courts of New
York.  In the event suit or action is brought by any party under this  Agreement
to enforce any of its terms, or in any appeal  therefrom,  it is agreed that the
prevailing  party shall be entitled to reasonable  attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.

11.11 PREPARATION AND FILING OF SECURITIES AND EXCHANGE COMMISSION FILINGS. Each
Investor  shall  reasonably  assist  and  cooperate  with  the  Company  in  the
preparation  of all filings  with the SEC after the  Closing  Date due after the
Closing Date.

11.12 FURTHER ASSURANCES, COOPERATION. Each party shall, upon reasonable request
by the other party,  execute and deliver any additional  documents  necessary or
desirable  to complete  the  transactions  herein  pursuant to and in the manner
contemplated  by this  Agreement.  The parties hereto agree to cooperate and use
their  respective  best efforts to consummate the  transactions  contemplated by
this Agreement.

11.13 SURVIVAL The  representations,  warranties,  covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

11.14 THIRD  PARTIES  Except as  disclosed  in this  Agreement,  nothing in this
Agreement,  whether  express or  implied,  is  intended  to confer any rights or
remedies  under or by reason of this  Agreement  on any  persons  other than the
parties   hereto  and  their   respective   administrators,   executors,   legal
representatives,  heirs, successors and assignees.  Nothing in this Agreement is
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
persons  any right of  subrogation  or action  over or against any party to this
Agreement.

11.15 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

11.16 COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 21 OF 28


<PAGE>



         IN WITNESS  WHEREOF,  the Investors and the Company have as of the date
first written above executed this Agreement.

A21


A21, INC.


------------------------------------

By: ___________________
Title:__________________

                                    INVESTORS


------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):                   Entity (if appropriate):_____________
------------------------------------       -------------------------------------

Title: (if appropriate):                   Title: (if appropriate):_____________



------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):____________       Entity (if appropriate):_____________

------------------------------------       -------------------------------------

Title: (if appropriate):____________       Title: (if appropriate):_____________




------------------------------------       -------------------------------------
Print Name:                                Print Name:
Entity (if appropriate):____________       Entity (if appropriate):_____________

------------------------------------       -------------------------------------
Title: (if appropriate):____________       Title: (if appropriate):_____________

Solely with regard to Section 2.3 of the Stock Purchase Agreement:


--------------------------
Loeb & Loeb LLP
By:      Lloyd L. Rothenberg
Title:   Partner


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 22 OF 28


<PAGE>


                                  SCHEDULE A-1


<TABLE>
<CAPTION>
                                                                Number of
Name and Address                              Amount of         Shares of       Warrant        Number of        Strike
of Investor                                   Investment       Common Stock     Coverage        Warrants        Price
-----------                                  ------------      ------------     --------        --------       --------
<S>                                          <C>                 <C>               <C>         <C>             <C>
Barron Partners LP                           $  2,000,000        10,000,000        27.10%      2,710,000       $ 0.200
Attention: Andrew Barron Worden                                                    27.10%      2,710,000       $ 0.225
Managing Partner                                                                   27.10%      2,710,000       $ 0.450
730 Fifth Avenue, 9th Floor                                                        21.68%      2,168,000       $ 0.900
New York NY 10019                                                                  21.68%      2,168,000       $ 1.350
                                                                                --------
tel 212-659-7790                                                                  124.66%
fax 646-607-2223

LCA Capital Partners I, Inc.                 $    450,000         2,250,000        27.10%        609,750       $ 0.200
c/o Luke Allen                                                                     27.10%        609,750       $ 0.225
711 Fifth Avenue                                                                   27.10%        609,750       $ 0.450
New York, NY  10022                                                                21.68%        487,800       $ 0.900
                                                                                   21.68%        487,800       $ 1.350

Whitney Holdings, Inc.                       $     90,000           450,000        27.10%        121,950       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%        121,950       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%        121,950       $ 0.450
345 Park Avenue                                                                    21.68%         97,560       $ 0.900
New York, NY  10154-0037                                                           21.68%         97,560       $ 1.350

Glossy Finish LLC                            $     35,000           175,000        27.10%         47,425       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%         47,425       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%         47,425       $ 0.450
345 Park Avenue                                                                    21.68%         37,940       $ 0.900
New York, NY  10154-0037                                                           21.68%         37,940       $ 1.350

Tom Butta                                    $     25,000           125,000        27.10%         33,875       $ 0.200
c/o Loeb & Loeb LLP                                                                27.10%         33,875       $ 0.225
Attention: Lloyd Rothenberg                                                        27.10%         33,875       $ 0.450
345 Park Avenue                                                                    21.68%         27,100       $ 0.900
New York, NY  10154-0037                                                           21.68%         27,100       $ 1.350
</TABLE>

                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 23 OF 28

<PAGE>


                                  SCHEDULE A-2


<TABLE>
<CAPTION>
                                                                   Number of
Name and Address                                  Amount of        Shares of       Warrant        Number of        Strike
of Investor                                      Investment       Common Stock     Coverage        Warrants        Price
-----------                                     ------------      ------------     --------        --------       --------
<S>                                             <C>                 <C>               <C>         <C>             <C>
Barron Partners LP                               $ 2,500,000       12,500,000       28.85%         3,606,250      $ 0.200
Attention: Andrew Barron Worden                                                     28.85%         3,606,250      $ 0.225
Managing Partner                                                                    28.85%         3,606,250      $ 0.450
730 Fifth Avenue, 9th Floor                                                         23.08%         2,885,000      $ 0.900
New York NY 10019                                                                   23.08%         2,885,000      $ 1.350
                                                                                    ------
tel 212-659-7790                                                                   132.71%
fax 646-607-2223

LCA Capital Partners I, Inc.                     $   450,000        2,250,000       28.85%           649,125      $ 0.200
c/o Luke Allen                                                                      28.85%           649,125      $ 0.225
711 Fifth Avenue                                                                    28.85%           649,125      $ 0.450
New York, NY  10022                                                                 23.08%           519,300      $ 0.900
                                                                                    23.08%           519,300      $ 1.350

Whitney Holdings, Inc.                           $    90,000          450,000       28.85%           129,825      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%           129,825      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%           129,825      $ 0.450
345 Park Avenue                                                                     23.08%           103,860      $ 0.900
New York, NY  10154-0037                                                            23.08%           103,860      $ 1.350

Glossy Finish LLC                                $    35,000          175,000       28.85%            50,488      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%            50,488      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%            50,488      $ 0.450
345 Park Avenue                                                                     23.08%            40,390      $ 0.900
New York, NY  10154-0037                                                            23.08%            40,390      $ 1.350

Tom Butta                                        $    25,000          125,000       28.85%            36,063      $ 0.200
c/o Loeb & Loeb LLP                                                                 28.85%            36,063      $ 0.225
Attention: Lloyd Rothenberg                                                         28.85%            36,063      $ 0.450
345 Park Avenue                                                                     23.08%            28,850      $ 0.900
New York, NY  10154-0037                                                            23.08%            28,850      $ 1.350
</TABLE>


                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 24 OF 28

<PAGE>


                                  SCHEDULE A-3


<TABLE>
<CAPTION>
                                                                   Number of
Name and Address                                  Amount of        Shares of       Warrant        Number of        Strike
of Investor                                      Investment       Common Stock     Coverage        Warrants        Price
-----------                                     ------------      ------------     --------        --------       --------
<S>                                             <C>                 <C>               <C>         <C>             <C>

Barron Partners LP                              $  3,000,000       15,000,000       30.60%        4,590,000        $ 0.200
Attention: Andrew Barron Worden                                                     30.60%        4,590,000        $ 0.225
Managing Partner                                                                    30.60%        4,590,000        $ 0.450
730 Fifth Avenue, 9th Floor                                                         24.48%        3,672,000        $ 0.900
New York NY 10019                                                                   24.48%        3,672,000        $ 1.350
                                                                                    ------
tel 212-659-7790                                                                   140.76%
fax 646-607-2223

LCA Capital Partners I, Inc.                    $    450,000        2,250,000       30.60%          688,500        $ 0.200
c/o Luke Allen                                                                      30.60%          688,500        $ 0.225
711 Fifth Avenue                                                                    30.60%          688,500        $ 0.450
New York, NY  10022                                                                 24.48%          550,800        $ 0.900
                                                                                    24.48%          550,800        $ 1.350

Whitney Holdings, Inc.                          $     90,000          450,000       30.60%          137,700        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%          137,700        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%          137,700        $ 0.450
345 Park Avenue                                                                     24.48%          110,160        $ 0.900
New York, NY  10154-0037                                                            24.48%          110,160        $ 1.350

Glossy Finish LLC                               $     35,000          175,000       30.60%           53,550        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%           53,550        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%           53,550        $ 0.450
345 Park Avenue                                                                     24.48%           42,840        $ 0.900
New York, NY  10154-0037                                                            24.48%           42,840        $ 1.350

Tom Butta                                       $     25,000          125,000       30.60%           38,250        $ 0.200
c/o Loeb & Loeb LLP                                                                 30.60%           38,250        $ 0.225
Attention: Lloyd Rothenberg                                                         30.60%           38,250        $ 0.450
345 Park Avenue                                                                     24.48%           30,600        $ 0.900
New York, NY  10154-0037                                                            24.48%           30,600        $ 1.350
</TABLE>



                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 25 OF 28


<PAGE>


                                   EXHIBIT A

                                FORM OF WARRANT





























                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 26 OF 28

<PAGE>


                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT
































                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 27 OF 28

<PAGE>


                                    EXHIBIT C

                    SUPERSTOCK, INC. STOCK PURCHASE AGREEMENT








































                        STOCK PURCHASE AGREEMENT BETWEEN
                         A21, INC. AND CERTAIN INVESTORS
                                  PAGE 28 OF 28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>v02612_ex10-11.txt
<TEXT>
                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 1 OF 18

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of 2nd day of January, 2004 by and among a21, Inc., a corporation
organized and existing under the laws of the State of Texas ("a21" or the
"Company"), and certain investors, (hereinafter referred to collectively as
"Investor" or "Investors") as listed on Attachment A herein (each agreement with
an Investor being deemed a separate and independent agreement between the
Company and such Investor). Unless defined otherwise, capitalized terms herein
shall have the identical meaning as in the Stock Purchase Agreement.

                              PRELIMINARY STATEMENT

      WHEREAS, pursuant to the Stock Purchase Agreement, of even date herewith,
by and among a21 and the Investors, as part of the consideration, Investors
shall receive Shares of a21; and

      WHEREAS, the ability of the Investors to sell their shares of Common Stock
is subject to certain restrictions under the 1933 Act; and

      WHEREAS, as a condition to the Stock Purchase Agreement, a21 has agreed to
provide the Investors with a mechanism that will permit such Investors, subject
to a market stand-off agreement, to sell their Shares of Common Stock in the
future.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements, and subject to the terms and conditions herein
contained, the parties hereto hereby agree as follows:

                                    ARTICLE I

                     INCORPORATION BY REFERENCE, SUPERSEDER

1.1 Incorporation by Reference. The foregoing recitals, Schedule A and the
Exhibits attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this reference.

1.2 Superseder. This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company, shall supersede such instrument or understanding to the fullest extent
permitted by law. A copy of this Agreement shall be filed at the Company's
principal office.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 1 OF 18

<PAGE>

                                   ARTICLE II

                           DEMAND REGISTRATION RIGHTS

2.1 "Registrable Shares" means and includes the Shares of a21 issued to the
Investors pursuant to the Stock Purchase Agreement. As to any particular
Registrable Shares, such securities will cease to be Registrable Shares when (a)
they have been effectively registered under the 1933 Act and disposed of in
accordance with the registration statement covering them, (b) they are or may be
freely traded without registration pursuant to Rule 144 under the 1933 Act (or
any similar provisions that are then in effect), or (c) they have been otherwise
transferred and new certificates for them not bearing a restrictive legend have
been issued by a21 and a21 shall not have "stop transfer" instructions against
them. "Shares" shall mean, collectively, the shares of Common Stock of the
Company being issued pursuant to the Stock Purchase Agreement and those shares
of Common Stock issuable to the Investor upon exercise of the Warrants being
issued pursuant to the Stock Purchase Agreement.

2.2 Registration of Registrable Securities. The Company shall prepare and file
within sixty (60) days following the date hereof (the "Filing Date") a
registration statement (the "Registration Statement") covering the resale of the
Registrable Securities. The Company shall use its best efforts to cause the
Registration Statement to be declared effective by the SEC on the earlier of (i)
180 days following the Closing Date with respect to the Stock Purchase
Agreement, (ii) ten (10) days following the receipt of a "No Review" or similar
letter from the SEC or (iii) the first day following the day the SEC determines
the Registration Statement eligible to be declared effective (the "Required
Effectiveness Date"). Nothing contained herein shall be deemed to limit the
number of Registrable Securities to be registered by the Company hereunder. As a
result, should the Registration Statement not relate to the maximum number of
Registrable Securities acquired by (or potentially acquirable by) the holders of
the Shares of a21 issued to the Investors pursuant to the Stock Purchase
Agreement, the Company shall be required to promptly file a separate
registration statement (utilizing Rule 462 promulgated under the Exchange Act,
where applicable) relating to such Registrable Securities which then remain
unregistered. The provisions of this Agreement shall relate to any such separate
registration statement as if it were an amendment to the Registration Statement.

2.3 Demand Registration. Subject to the limitations of Section 2.2, at any time,
holders of the majority of the Shares as of the date of the Stock Purchase
Agreement may request the registration, once and only once, under the 1933 Act
of all or part of the Registrable Shares then outstanding (a "Demand
Registration"). Subject to the conditions of Section 3, the Company shall use
its best efforts to file such registration statement under the 1933 Act as
promptly as practicable after the date any such request is received by the
Company and to cause such registration statement to be declared effective. The
Company shall notify the Investors promptly when any such registration statement
has been declared effective. If more than 80 percent of the Shares as of the
date of the Stock Purchase Agreement have been registered or sold, this
provision shall expire.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 2 OF 18

<PAGE>

2.4 Registration Statement Form. Registrations under Section 2.2 and Section 2.3
shall be on Form SB-2 or such other appropriate registration form of the SEC as
shall permit the disposition of such Registrable Securities in accordance with
the intended method or methods of disposition specified in the Registration
Statement; provided, however, such intended method of disposition shall not
include an underwritten offering of the Registrable Securities.

2.5 Expenses. The Company will pay all Registration expenses in connection with
any registration required by under Sections 2.2 and Section 2.3 herein.

2.6 Effective Registration Statement. A registration requested pursuant to
Sections 2.2 and Section 2.3 shall not be deemed to have been effected unless a
registration statement with respect thereto has become effective within the time
period specified herein, provided that a registration which does not become
effective after the Company filed a registration statement with respect thereto
solely by reason of the refusal to proceed of any holder of Registrable
Securities (other than a refusal to proceed based upon the advice of counsel in
the form of a letter signed by such counsel and provided to the Company relating
to a disclosure matter unrelated to such holder) shall be deemed to have been
effected by the Company unless the holders of the Registrable Securities shall
have elected to pay all Registration Expenses in connection with such
registration.

2.7 Plan Of Distribution. The Company hereby agrees that the Registration
Statement shall include a plan of distribution section reasonably acceptable to
the Holder; provided, however, such plan of distribution section shall be
modified by the Company so as to not provide for the disposition of the
Registrable Securities on the basis of an underwritten offering.

2.8 Liquidated Damages. If, (a) after six (6) months from the date hereof, (i)
in the event the Company does not register the Registrable Securities pursuant
to the requirements of Section 2.2 herein, or (ii) if the Registration Statement
filed pursuant to Section 2.2 herein is not declared effective, or (iii) if the
Registrable Securities are registered pursuant to an effective Registration
Statement and such Registration Statement or other Registration Statement
including the Registrable Securities is not effective in the period from six
months from the date hereof through two years following the date hereof, or (b)
if the Registration Statement becomes effective in less than six months from the
date hereof but does not remain effective until the Investor is able to sell
under Rule 144 all Registrable Shares held by such Investor in a 90-day period,
or (c) if, after it has become effective, such Registration Statement becomes
subject to any stop order, injunction or other order or extraordinary
requirement of the SEC or other governmental agency or court for any reason, or
the Black-Out Period (as hereinafter defined) shall be exceeded, the Company
shall, for each such day, pay the Purchaser, as liquidated damages and not as a
penalty, an amount equal to twelve (12%) per annum of the Purchase Price per
Registrable Share remaining unsold; and for any such day, such payment shall be
made no later than the first business day of the calendar month next succeeding
the month in which such day occurs.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 3 OF 18

<PAGE>

The parties agree that the only damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages. Nothing shall preclude the Purchaser from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

The parties hereto agree that the liquidated damages provided for in this
Section 2.8 constitute a reasonable estimate of the damages that may be incurred
by the Purchaser by reason of the failure of the Registration Statement to be
filed or declared effective in accordance with the provisions hereof.

The obligation of the Company terminates when the holder of shares of
Registrable Securities no longer holds more than twenty percent (20%) of their
shares of Registrable Securities. . The Company shall have no liability under
this Section insofar as Section 4.1(ii) shall have been complied with.

                                   ARTICLE III

                         INCIDENTAL REGISTRATION RIGHTS

3.1 Right To Include ("Piggy-Back") Registrable Securities. Provided that the
Registrable Securities have not been registered, if at any time after the date
hereof but before the second anniversary of the date hereof, the Company
proposes to register any of its securities under the 1933 Act (other than by a
registration in connection with an acquisition in a manner which would not
permit registration of Registrable Securities for sale to the public, on Form
S-8, or any successor form thereto, on Form S-4, or any successor form thereto
and other than pursuant to Section 2), on an underwritten basis (either
best-efforts or firm-commitment), then, the Company will each such time give
prompt written notice to all holders of Registrable Securities of its intention
to do so and of such holders of Registrable Securities' rights under this
Section 3.1. Upon the written request of any such holders of Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such holders of Registrable Securities and the intended method of disposition
thereof), the Company will, subject to the terms of this Agreement, use its
commercially reasonable best efforts to effect the registration under the 1933
Act of the Registrable Securities, to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
such Registrable Securities so to be registered, by inclusion of such
Registrable Securities in the registration statement which covers the securities
which the Company proposes to register, provided that if, at any time after
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason either not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each holders of Registrable
Securities and, thereupon, (i) in the case of a determination not to register,
shall be relieved of this obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), without prejudice, however, to
the rights of any holder or holders of Registrable Securities entitled to do so
to request that such registration be effected as a registration under Section 2,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities, for the same period as the
delay in registering such other securities. No registration effected under this
Section 3.1 shall relieve the Company of its obligation to effect any
registration upon request under Section 2. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 3.1. The right provided the Holders of the
Registrable Securities pursuant to this Section shall be exercisable at their
sole discretion and will in no way limit any of the Company's obligations to pay
the Securities according to their terms.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 4 OF 18

<PAGE>

3.2 Priority In Incidental Registrations. If the managing underwriter of the
underwritten offering contemplated by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief that the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, then the
Company will include in such registration, to the extent of the number which the
Company is so advised can be sold in such offering, (i) first securities
proposed by the Company to be sold for its own account, and (ii) second
Registrable Securities and securities of other selling security holders
requested to be included in such registration pro rata on the basis of the
number of shares of such securities so proposed to be sold and so requested to
be included; provided, however, the holders of Registrable Securities shall have
pro rata rights of registration with all shares sought to be included by
officers and directors of the Company as well as holders of ten percent (10%) or
more of the Company's Common Stock.

                                   ARTICLE IV
                            REGISTRATION PROCEDURES

4.1 REGISTRATION PROCEDURES. If and whenever the Company is required to effect
the registration of any Registrable Securities under the 1933 Act as provided in
Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as
possible:

            (i) prepare and file with the SEC the Registration Statement, or
amendments thereto, to effect such registration (including such audited
financial statements as may be required by the 1933 Act or the rules and
regulations promulgated thereunder) and thereafter use its commercially
reasonable best efforts to cause such registration statement to be declared
effective by the SEC, as soon as practicable, but in any event no later than the
Required Effectiveness Date (with respect to a registration pursuant to Section
2.2); provided, however, that before filing such registration statement or any
amendments thereto, the Company will furnish to the counsel selected by the
holders of Registrable Securities which are to be included in such registration,
copies of all such documents proposed to be filed;

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 5 OF 18
<PAGE>

            (ii) with respect to any registration statement pursuant to Section
2.2 or Section 2.3, prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities covered by such registration statement until the
earlier to occur of sixteen (16) months after the date of this Agreement
(subject to the right of the Company to suspend the effectiveness thereof for
not more than 20 consecutive Trading Days or an aggregate of 40 Trading Days
during each year (each a "Black-Out Period")) or such time as all of the
securities which are the subject of such registration statement cease to be
Registrable Securities (such period, in each case, the "Registration Maintenance
Period");

            (iii) furnish to each holder of Registrable Securities covered by
such registration statement such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus contained in
such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the 1933
Act, in conformity with the requirements of the 1933 Act, and such other
documents, as such holder of Registrable Securities and underwriter, if any, may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by such holder of Registrable Securities;

            (iv) use its commercially reasonable best efforts to register or
qualify all Registrable Securities and other securities covered by such
registration statement under such other securities laws or blue sky laws as any
holder of Registrable Securities thereof shall reasonably request, to keep such
registrations or qualifications in effect for so long as such registration
statement remains in effect, and take any other action which may be reasonably
necessary to enable such holder of Registrable Securities to consummate the
disposition in such jurisdictions of the securities owned by such holder of
Registrable Securities, except that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this subdivision
(iv) be obligated to be so qualified or to consent to general service of process
in any such jurisdiction;

            (v) use its commercially reasonable best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the holder of Registrable Securities thereof to consummate
the disposition of such Registrable Securities;

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 6 OF 18

<PAGE>

            (vi) furnish to each holder of Registrable Securities a signed
counterpart, addressed to such holder of Registrable Securities, and the
underwriters, if any, of an opinion of counsel for the Company, dated the
effective date of such registration statement (or, if such registration includes
an underwritten public offering, an opinion dated the date of the closing under
the underwriting agreement), reasonably satisfactory in form and substance to
such holder of Registrable Securities) including that the prospectus and any
prospectus supplement forming a part of the Registration Statement does not
contain an untrue statement of a material fact or omits a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, and

            (vii) notify the Investor and its counsel promptly and confirm such
advice in writing promptly after the Company has knowledge thereof:


                  (A) when the Registration Statement, the prospectus or any
prospectus supplement related thereto or post-effective amendment to the
Registration Statement has been filed, and, with respect to the Registration
Statement or any post-effective amendment thereto, when the same has become
effective;

                  (B) of any request by the SEC for amendments or supplements to
the Registration Statement or the prospectus or for additional information;

                  (C) of the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings by any Person for that purpose; and

                  (D) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
or threat of any proceeding for such purpose;

            (viii) notify each holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of any such holder of
Registrable Securities promptly prepare and furnish to such holder of
Registrable Securities a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 7 OF 18
<PAGE>

            (ix) use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;

            (x) otherwise use its commercially reasonable best efforts to comply
with all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than eighteen
months, beginning with the first full calendar month after the effective date of
such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

            (xi) enter into such agreements and take such other actions as the
Investors shall reasonably request in writing (at the expense of the requesting
or benefiting Investors) in order to expedite or facilitate the disposition of
such Registrable Securities; and

            (xii) use its commercially reasonable best efforts to list all
Registrable Securities covered by such registration statement on any securities
exchange on which any of the Registrable Securities are then listed.

      The Company may require each holder of Registrable Securities as to which
any registration is being effected to furnish the Company such information
regarding such holder of Registrable Securities and the distribution of such
securities as the Company may from time to time reasonably request in writing.

4.2 The Company will not file any registration statement pursuant to Section 2.2
or Section 2.3, or amendment thereto or any prospectus or any supplement thereto
to which the Investors shall reasonably object, provided that the Company may
file such documents in a form required by law or upon the advice of its counsel.

4.3 The Company represents and warrants to each holder of Registrable
Securities that it has obtained all necessary waivers, consents and
authorizations necessary to execute this Agreement and consummate the
transactions contemplated hereby other than such waivers, consents and/or
authorizations specifically contemplated by the Stock Purchase Agreement.

4.4 Each holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the occurrence of any event of the kind described in
subdivision (viii) of Section 4.1, such Holder will forthwith discontinue such
holder of Registrable Securities' disposition of Registrable Securities pursuant
to the Registration Statement relating to such Registrable Securities until such
holder of Registrable Securities' receipt of the copies of the supplemented or
amended prospectus contemplated by subdivision (viii) of Section 4.1 and, if so
directed by the Company, will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in such Holder's possession
of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 8 OF 18
<PAGE>
                                    ARTICLE V

                             UNDERWRITTEN OFFERINGS

5.1 Incidental Underwritten Offerings. If the Company at any time proposes to
register any of its securities under the 1933 Act as contemplated by Section 3.1
and such securities are to be distributed by or through one or more
underwriters, the Company will, if requested by any holder of Registrable
Securities as provided in Section 3.1 and subject to the provisions of Section
3.2, use its commercially reasonable best efforts to arrange for such
underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such underwriters.

5.2 Holdback Agreements. Subject to such other reasonable requirements as may be
imposed by the underwriter as a condition of inclusion of the Registrable
Securities in the registration statement, the holder of Registrable Securities
agrees by acquisition of Registrable Securities, if so required by the managing
underwriter, not to sell, make any short sale of, loan, grant any option for the
purchase of, effect any public sale or distribution of or otherwise dispose of,
except as part of such underwritten registration, any equity securities of the
Company, during such reasonable period of time requested by the underwriter;
provided however, (i) the secondary offering is intended to raise a minimum of
three million dollars ($3,000,000) on behalf of the Company and (ii) such period
shall not exceed the 90 day period commencing with the completion of a
underwritten offering. The Company agrees and acknowledges that during any
holdback period, the holder of Registrable Securities may sell, in holdback
period, Registrable Securities in the amount of up to one percent per week of
the shares of Common Stock held by the holder of Registrable Securities as long
as this Agreement remains effective.

5.3 Participation In Underwritten Offerings. No holder of Registrable Securities
may participate in any underwritten offering under Section 3.1 unless such
holder of Registrable Securities (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved, subject to the
terms and conditions hereof, by the holders of a majority of Registrable
Securities to be included in such underwritten offering and (ii) completes and
executes all questionnaires, indemnities, underwriting agreements and other
documents (other than powers of attorney) required under the terms of such
underwriting arrangements. Notwithstanding the foregoing, no underwriting
agreement (or other agreement in connection with such offering) shall require
any holder of Registrable Securities to make a representation or warranty to or
agreements with the Company or the underwriters other than representations and
warranties contained in a writing furnished by such holder of Registrable
Securities expressly for use in the related registration statement or
representations, warranties or agreements regarding such holder of Registrable
Securities, such holder's Registrable Securities and such holder's intended
method of distribution and any other representation required by law.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 9 OF 18
<PAGE>

5.4 Preparation; Reasonable Investigation. In connection with the preparation
and filing of each registration statement under the 1933 Act pursuant to this
Agreement, the Company will give the holders of Registrable Securities
registered under such registration statement, and their respective counsel and
accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the SEC,
and each amendment thereof or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
reasonable opinion of such holders' and such underwriters' respective counsel,
to conduct a reasonable investigation within the meaning of the 1933 Act.

                                   ARTICLE VI

                                 INDEMNIFICATION

6.1 Indemnification by the Company. In the event of any registration of any
securities of the Company under the 1933 Act, the Company will, and hereby does
agree to indemnify and hold harmless the holder of any Registrable Securities
covered by such registration statement, its directors and officers, each other
Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such holder or any such
underwriter within the meaning of the 1933 Act against any losses, claims,
damages or liabilities, joint or several, to which such holder or any such
director or officer or underwriter or controlling person may become subject
under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the 1933 Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse such holder
and each such director, officer, underwriter and controlling person for any
legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability, (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such holder or

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 10 OF 18
<PAGE>

underwriter stating that it is for use in the preparation thereof and, provided
further that the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or to any other
Person, if any, who controls such underwriter within the meaning of the 1933
Act, in any such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of such
Person's failure to send or give a copy of the final prospectus, as the same may
be then supplemented or amended, within the time required by the 1933 Act to the
Person asserting the existence of an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus or an amendment or
supplement thereto. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such holder or any such
director, officer, underwriter or controlling person and shall survive the
transfer of such securities by such holder.

6.2 Indemnification by the Investors. The Company may require, as a condition to
including any Registrable Securities in any registration statement filed
pursuant to this Agreement, that the Company shall have received an undertaking
satisfactory to it from the prospective holder of such Registrable Securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6.1) the Company, each director of the Company, each officer of
the Company and each other Person, if any, who controls the Company within the
meaning of the 1933 Act, with respect to any statement or alleged statement in
or omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such holder of Registrable Securities specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement. Any such indemnity shall remain in full force and effect, regardless
of any investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such securities
by such Investor.

6.3 Notices Of Claims, Etc. Promptly after receipt by an indemnified party of
notice of the commencement of any action or proceeding involving a claim
referred to in Sections 6.1 and Section 6.2, such indemnified party will, if
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2, except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying party
may wish, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement of any such action which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability, or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying party.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 11 OF 18
<PAGE>

6.4 Other Indemnification. Indemnification similar to that specified in Sections
6.1 and Section 6.2 (with appropriate modifications) shall be given by the
Company and each holder of Registrable Securities (but only if and to the extent
required pursuant to the terms herein) with respect to any required registration
or other qualification of securities under any Federal or state law or
regulation of any governmental authority, other than the 1933 Act.

6.5 Indemnification Payments. The indemnification required by Sections 6.1 and
Section 6.2 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

6.6 Contribution. If the indemnification provided for in Sections 6.1 and
Section 6.2 is unavailable to an indemnified party in respect of any expense,
loss, claim, damage or liability referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such expense,
loss, claim, damage or liability (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
holder of Registrable Securities or underwriter, as the case may be, on the
other from the distribution of the Registrable Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and of the holder of Registrable Securities or underwriter, as the
case may be, on the other in connection with the statements or omissions which
resulted in such expense, loss, damage or liability, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the holder of Registrable Securities or underwriter, as the
case may be, on the other in connection with the distribution of the Registrable
Securities shall be deemed to be in the same proportion as the total net
proceeds received by the Company from the initial sale of the Registrable

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 12 OF 18
<PAGE>

Securities by the Company to the purchasers bear to the gain, if any, realized
by all selling holders participating in such offering or the underwriting
discounts and commissions received by the underwriter, as the case may be. The
relative fault of the Company on the one hand and of the holder of Registrable
Securities or underwriter, as the case may be, on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company, by the holder of Registrable Securities or
by the underwriter and the parties' relative intent, knowledge, access to
information supplied by the Company, by the holder of Registrable Securities or
by the underwriter and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained herein, and in no event
shall the obligation of any indemnifying party to contribute under this Section
6.6 exceed the amount that such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for hereunder had
been available under the circumstances.

         The Company and the holders of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 6.6
were determined by pro rata allocation (even if the holders of Registrable
Securities and any underwriters were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth herein, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

         Notwithstanding the provisions of this Section 6.6, no holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the amount by which (i) in the case of any such holder, the net
proceeds received by such holder from the sale of Registrable Securities or (ii)
in the case of an underwriter, the total price at which the Registrable
Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                                   ARTICLE VII

                                    RULE 144

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 13 OF 18
<PAGE>

7.1 Rule 144. The Company shall timely file the reports required to be filed by
it under the 1933 Act and the 1934 Act (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)
of Rule 144 adopted by the SEC under the 1933 Act) and the rules and regulations
adopted by the SEC thereunder (or, if the Company is not required to file such
reports, will, upon the request of any holder of Registrable Securities, make
publicly available other information) and will take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (a) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. Upon the request of any holder of Registrable Securities, the Company will
deliver to such holder a written statement as to whether it has complied with
the requirements of this Section 7.1.

                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1 Amendments And Waivers. This Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company shall have obtained the written consent
to such amendment, action or omission to act, of the holder or holders of the
sum of the 51% or more of the shares of (i) Registrable Securities issued at
such time, plus (ii) Registrable Securities issuable upon exercise or conversion
of the Securities then constituting derivative securities (if such Securities
were not fully exchanged or converted in full as of the date such consent if
sought). Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 8.1,
whether or not such Registrable Securities shall have been marked to indicate
such consent.

8.2 Nominees For Beneficial Owners. In the event that any Registrable Securities
are held by a nominee for the beneficial owner thereof, the beneficial owner
thereof may, at its election, be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or holders
of Registrable Securities pursuant to this Agreement or any determination of any
number of percentage of shares of Registrable Securities held by a holder or
holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership or such Registrable Securities.

8.3 Notices. Except as otherwise provided in this Agreement, all notices,
requests and other communications to any Person provided for hereunder shall be
in writing and shall be given to such Person (a) in the case of a party hereto
other than the Company, addressed to such party in the manner set forth in the
Stock Purchase Agreement or at such other address as such party shall have
furnished to the Company in writing, or (b) in the case of any other holder of

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 14 OF 18
<PAGE>

Registrable Securities, at the address that such holder shall have furnished to
the Company in writing, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such
Registrable Securities who has furnished an address to the Company, or (c) in
the case of the Company, at the address set forth on the signature page hereto,
to the attention of its President, or at such other address, or to the attention
of such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding. Each such notice, request or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means (including, without
limitation, by fax or air courier), when delivered at the address specified
above, provided that any such notice, request or communication shall not be
effective until received.

8.4 Assignment. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement which
are for the benefit of the parties hereto other than the Company shall also be
for the benefit of and enforceable by any subsequent holder of any Registrable
Securities. Each of the Holders of the Registrable Securities agrees, by
accepting any portion of the Registrable Securities after the date hereof, to
the provisions of this Agreement including, without limitation, appointment of
the Investors' Representative to act on behalf of such Holder pursuant to the
terms hereof which such actions shall be made in the good faith discretion of
the Investors' Representative and be binding on all persons for all purposes.

8.5 Descriptive Headings. The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for reference only and shall not limit
or otherwise affect the meaning hereof.

8.6 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
applicable principles of conflicts of law.

8.7 Jurisdiction. This Agreement shall be exclusively governed by and construed
in accordance with the laws of the State of New York. If any action is brought
among the parties with respect to this Agreement or otherwise, by way of a claim
or counterclaim, the parties agree that in any such action, and on all issues,
the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of New
York. In the event suit or action is brought by any party under this Agreement
to enforce any of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.

8.8 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and each other party hereto relating to the
subject matter hereof and supercedes all prior agreements and understandings
relating to such subject matter.

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 15 OF 18
<PAGE>

8.9 Severability. If any provision of this Agreement, or the application of such
provisions to any Person or circumstance, shall be held invalid, the remainder
of this Agreement, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

8.10 Binding Effect. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

8.11 Preparation of Agreement. This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties acknowledge each contributed and is equally responsible for its
preparation.

8.12 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude other or further
exercise thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

8.13 Counterparts. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties hereto.

8.14 Company Inquiries. Each Investor shall respond promptly and accurately to
inquiries by the Company at reasonable intervals respecting the amounts of such
Investor's Registrable Securities remaining unsold.

                         [SIGNATURES ON FOLLOWING PAGE]


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 16 OF 18
<PAGE>

      IN WITNESS WHEREOF, the Investors and the Company have as of the date
first written above executed this Agreement.

a21

a21, Inc.

_____________________________________

By:   _______________________________
Title:_______________________________


                                    INVESTORS

_____________________________________      _____________________________________
Print Name:                                Print Name:
Entity (if appropriate):_____________      Entity(if appropriate):______________
_____________________________________      _____________________________________
Title: (if appropriate):_____________      Title: (if appropriate):_____________

_____________________________________      _____________________________________
Print Name:                                Print Name:
Entity (if appropriate):_____________      Entity(if appropriate):______________
_____________________________________      _____________________________________
Title: (if appropriate):_____________      Title: (if appropriate):_____________

_____________________________________      _____________________________________
Print Name:                                Print Name:
Entity (if appropriate):_____________      Entity(if appropriate):______________
_____________________________________      _____________________________________
Title: (if appropriate):_____________      Title: (if appropriate):_____________

                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 17 OF 18
<PAGE>

                                  Attachment A

Barron Partners LP
Attention: Andrew Barron Worden
Managing Partner
730 Fifth Avenue, 9th Floor
New York NY 10019
tel 212-659-7790
fax 646-607-2223

LCA Capital Partners I, Inc.
c/o Luke Allen
711 Fifth Avenue
New York, NY  10022


Whitney Holdings, Inc.
c/o Loeb & Loeb LLP
Attention: Lloyd Rothenberg
345 Park Avenue
New York, NY  10154-0037

Glossy Finish LLC
c/o Loeb & Loeb LLP
Attention: Lloyd Rothenberg
345 Park Avenue
New York, NY  10154-0037

Tom Butta
c/o Loeb & Loeb LLP
Attention: Lloyd Rothenberg
345 Park Avenue
New York, NY  10154-0037



                      REGISTRATION RIGHTS AGREEMENT BETWEEN
                         a21, Inc. AND CERTAIN INVESTORS
                                  PAGE 18 OF 18
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>8
<FILENAME>v02612_ex10-12.txt
<TEXT>


                                                                   Exhibit 10.12


Prepared by and return to:

--------------------------

--------------------------

--------------------------

                                               ---------------------------------
                                                     (RESERVED FOR CLERK)

                        MORTGAGE AND SECURITY AGREEMENT

      THIS MORTGAGE executed as of this 29th day of February, 2004, by and
between William F. Beermann and James Ong as agent for the Sellers (hereinafter
referred to as the "Mortgagee"), and SUPERSTOCK, INC., whose address for notice
under this Mortgage is 7660 Centurion Parkway, Jacksonville, Florida 32256
(hereinafter referred to as the "Mortgagor").

                             W I T N E S S E T H:

      That for divers good and valuable considerations and to secure the payment
of an indebtedness in the aggregate sum of ONE MILLION FIVE HUNDRED SEVENTY-SIX
THOUSAND TWO HUNDRED FIFTY DOLLARS ($1,576,250), or so much thereof as may be
advanced, to be paid in accordance with a note of even date herewith (as
amended, modified or extended, hereinafter referred to as the "Note", which note
has a maturity date of April 30, 2005) made by Mortgagor in favor of William F.
Beerman, James Ong, Susan Ong Chiang, Richard Ong and Kai Y. Chang
(collectively, the "Sellers') together with interest thereon, the Mortgagor does
grant, bargain, sell, alien, remise, release, convey and confirm unto the
Mortgagee its successors and assigns, in fee simple, all of that certain tract
of land of which the Mortgagor is now seized and possessed and in actual
possession, situate in the County of Duval, State of Florida, which is more
fully described in Exhibit "A" attached hereto and made a part hereof, together
with the buildings and improvements thereon erected or to be erected
(hereinafter referred to as the "Premises");

      TOGETHER with:

      (i) all leasehold estate, and all right, title and interest of Mortgagor
in and to all leases or subleases covering the Premises or any portion thereof
now or hereafter existing or entered into, and all right, title and interest of
Mortgagor thereunder, including, without limitation, all cash or security
deposits, advance rentals, and deposits or payments of similar nature;

<PAGE>

      (ii) all right, title and interest of Mortgagor in and to all options to
purchase or lease the Premises or any portion thereof or interest therein, and
any greater estate in the Premises owned or hereafter acquired;

      (iii) all easements, streets, ways, alleys, rights-of-way and rights used
in connection therewith or as a means of access thereto, and all tenements,
hereditaments and appurtenances thereof and thereto, and all water rights;

      (iv) any and all buildings, structures and improvements now or hereafter
erected thereon, including, but not limited to the fixtures, attachments,
appliances, equipment, machinery, and other articles attached to said building,
structures and improvements (sometimes hereinafter referred to as the
"Improvements");

      (v) all fixtures, appliances, machinery, equipment, furniture, furnishings
and articles of personal property, now or hereafter affixed to, placed upon or
used in connection with the operation of any of said properties and all gas,
steam, electric, water and other heating, cooking, refrigerating, lighting,
plumbing, ventilating, irrigating and power systems, machines, appliances,
fixtures, and appurtenances which are now or may hereafter pertain to or be used
with, in or on said premises, even though they may be detached or detachable and
all building improvement and construction materials, supplies and equipment
hereafter delivered to said land contemplating installation or use in the
constructions thereon and all rights and interests of Mortgagor in building
permits and architectural plans and specifications relating to contemplated
construction of Improvements on said Premises (sometimes hereinafter referred to
as the "Personal Property");

      (vi) all awards and proceeds of condemnation for the Premises or any part
thereof to which Mortgagor is entitled for any taking of all or any part of the
Premises by condemnation or exercise of the right of eminent domain. All such
awards and condemnation proceeds are hereby assigned to Mortgagee and the
Mortgagee is hereby authorized, subject to the provisions contained in this
Mortgage, to apply such awards and condemnation proceeds or any part thereof
after deducting therefrom any expenses incurred by the Mortgagee in the
collection or handling thereof, toward the payment, in full or in part, of the
Note, notwithstanding the fact that the amount owing thereon may not then be due
and payable;

      (vii) all rents, issues and profits of the Premises and all the estate,
right, title and interest of every nature whatsoever of the Mortgagor in and to
the same;

      (viii) all accounts (including contract rights) and general intangibles
pertaining to or arising from or in connection with all or any part of the
Mortgaged Property as hereinafter defined including, without limitation, all
proceeds and choses in action arising under any insurance policies maintained
with respect to all or any part of the Mortgaged Property; and

      (ix) all proceeds, products, replacements, additions, substitutions,
renewals and accessions of any of the foregoing items.

      All of the foregoing real and personal property, and all rights,
privileges and franchises are collectively referred to as the "Mortgaged
Property."

      TO HAVE AND TO HOLD all and singular the Mortgaged Property hereby
conveyed, and the tenements, hereditaments and appurtenances thereunto belonging
or in anywise appertaining, and the reversion and reversions, remainder and
remainders, rents, issues and profits thereof and also all the estate, right,
title, interest, property, possession, claim and demand whatsoever as well in
law as in equity of the said Mortgagor in and to the same and every part and

                                       2
<PAGE>

parcel thereof unto the said Mortgagee in fee simple.

      PROVIDED ALWAYS that if the Mortgagor shall pay to the Mortgagee any and
all indebtedness due to Mortgagee evidenced by the Note and any and all renewals
of the same and shall perform, comply with and abide by each and every
stipulation, agreement, condition, and covenant of the Note and of this
Mortgage; then this Mortgage and the estate hereby created shall cease and be
null and void. Provided, it is further covenanted and agreed by the parties
hereto that this Mortgage also secures the payment of and includes all future or
further advances as hereinafter set forth, to the same extent as if such
advances were made on the date of the execution of this Mortgage, and any
disbursements made for the payment of tax, levies or insurance on the Mortgaged
Property, with interest on such disbursements at the Default Rate as hereinafter
defined.

      To protect the security of this Mortgage, the Mortgagor further covenants,
warrants and agrees with the Mortgagee as follows:

                                   ARTICLE 1
                     COVENANTS AND AGREEMENTS OF MORTGAGOR

      1.1 PAYMENT OF SECURED OBLIGATIONS. Mortgagor shall pay when due the
principal of, and the interest on, the indebtedness evidenced by the Note and
the charges, fees and the principal of, and interest on, any future advances
secured by this Mortgage and shall otherwise comply with all the terms of the
Note and this Mortgage.

      1.2 WARRANTIES AND REPRESENTATIONS. Mortgagor hereby covenants with
Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in fee
simple; that the Mortgagor has full power and lawful right to convey the same in
fee simple as aforesaid; that it shall be lawful for Mortgagor at all times
peaceably and quietly to enter upon, hold, occupy and enjoy said Mortgaged
Property and every part thereof; that Mortgagor will make such further
assurances to perfect the lien interest in said Premises in Mortgagee, as may
reasonably be required; and that Mortgagor does hereby fully warrant the title
to the Mortgaged Property and every part thereof and will defend the same
against the lawful claims of all persons whomsoever.

      Mortgagor further represents and warrants to Mortgagee that all
information, reports, paper, and data given to Mortgagee with respect to
Mortgagor, and to the loan evidenced by the Note and Mortgage are accurate and
correct in all material respects and complete insofar as may be necessary to
give Mortgagee a true and accurate knowledge of the subject matter.

      1.3 GROUND LEASES, LEASES, SUBLEASES AND EASEMENTS. Mortgagor, at
Mortgagor's sole cost and expense, shall maintain or cause to be performed all
of the covenants, agreements, terms, conditions and provisions on its part to be
kept, observed and performed under any ground lease, lease, sublease or
easements which may constitute a portion of or an interest in the Premises,
shall require its tenants or subtenants to keep, observe and perform all of the
covenants, agreements, terms, conditions and provisions on their part to be
kept, observed or performed under any and all ground leases, leases, subleases
or easements; and shall not suffer or permit any breach or default to occur with
respect to the foregoing; and in default thereof the Mortgagee shall have the
right to perform or to require performance of any such covenants, agreements,
terms, conditions or provisions of any such ground lease, lease, sublease or
easements and to add any expense incurred in connection therewith to the debt
secured hereby, which such expense shall bear interest from the date of payment
to the date of recovery by the Mortgagee at the Default Rate as hereinafter
defined. Any such payment by the Mortgagee with interest thereon shall be

                                       3
<PAGE>

immediately due and payable. The Mortgagor shall not, without the consent of the
Mortgagee, consent to the modification, amendment, cancellation, termination or
surrender of any such ground lease, lease, sublease, or easement.

      No release or forbearance of any of Mortgagor's obligations under any such
ground lease, lease or sublease shall release Mortgagor from any of its
obligations under this Mortgage.

      1.4 REQUIRED INSURANCE. Mortgagor will, at Mortgagor's sole cost and
expense, maintain or cause to be maintained with respect to the Mortgaged
Property, and each part thereof, the following insurance:

            (a) insurance against loss or damage to the Improvements by fire and
any of the risks covered by insurance of the type now known as "fire and
extended coverage," in an amount not less than the original amount of the Note
or the full replacement cost of the Improvements; and

            (b) Such other insurance, and in such amounts, as may from time to
time be required by Mortgagee against the same or other hazards.

      All policies of insurance required by the terms of this Mortgage shall
contain an endorsement or agreement by the insurer that any loss shall be
payable in accordance with the terms of such policy notwithstanding any act or
negligence of Mortgagor which might otherwise result in forfeiture of said
insurance and the further agreement of the insurer waiving all rights of set
off, counterclaim, or deductions against Mortgagor.

      Mortgagor may effect for its own account any insurance not required under
this Section 1.4, but any such insurance effected by Mortgagor on the Premises,
whether or not so required, shall be for the mutual benefit of Mortgagor and
Mortgagee and shall be subject to the other provisions of this Mortgage.

      1.5 DELIVERY OF POLICIES, PAYMENT OF PREMIUMS. All policies of insurance
shall be issued by companies and in amounts in each company satisfactory to
Mortgagee. All policies of insurance shall have attached thereto a lender's loss
payment endorsement for the benefit of Mortgagee in form satisfactory to
Mortgagee. Mortgagor shall furnish Mortgagee with an original policy of all
policies of required insurance. If Mortgagee consents to Mortgagor providing any
of the required insurance through blanket policies carried by Mortgagor and
covering more than one location, then Mortgagor shall furnish Mortgagee with a
certificate of insurance for each such policy setting forth the coverage, the
limits of liability, the name of the carrier, the policy number, and the
expiration date. At least thirty (30) days prior to the expiration of each such
policy, Mortgagor shall furnish Mortgagee with evidence satisfactory to
Mortgagee of the payment of premium and the reissuance of a policy continuing
insurance in force as required by this Mortgage. All such policies shall contain
a provision that such policies will not be canceled or materially amended, which
term shall include any reduction in the scope or limits of coverage, without at
least thirty (30) days prior written notice to Mortgagee. In the event Mortgagor
fails to provide, maintain, keep in force or deliver and furnish to Mortgagee
the policies of insurance required by this Section, Mortgagee may procure such
insurance or single-interest insurance for such risks covering Mortgagee's
interest, and Mortgagor will pay all premiums thereon promptly upon demand by
Mortgagee, and until such payment is made by Mortgagor the amount of all such
premiums together with interest thereon at the rate of interest after maturity
or default provided in the Note or the maximum rate permitted by Florida law,
whichever is less (the "Default Rate").

      1.6 INSURANCE PROCEEDS. After the happening of any casualty to the
Mortgaged Property or any part thereof, Mortgagor shall give prompt written
notice thereof to Mortgagee.

                                       4
<PAGE>

            (a) In the event of any damage to or destruction of the Mortgaged
Property, Mortgagee shall have the option in its sole discretion of applying or
paying all or part of the insurance proceeds (i) to any indebtedness secured
hereby and in such order as Mortgagee may determine, or (ii) to the restoration
of the Improvements, or (iii) to Mortgagor.

            (b) In the event of such loss or damage, all proceeds of insurance
shall be payable to Mortgagee, and Mortgagor hereby authorizes and directs any
affected insurance company to make payment of such proceeds directly to
Mortgagee. Mortgagee is hereby authorized and empowered by Mortgagor to settle,
adjust or compromise any claims for lass, damage or destruction under any policy
or policies of insurance.

            (c) Except to the extent that insurance proceeds are received by
Mortgagee and applied to the indebtedness secured hereby, nothing herein
contained shall be deemed to excuse Mortgagor from repairing or maintaining the
Mortgaged Property as provided in this Mortgage or restoring all damage or
destruction to the Mortgaged Property, regardless of whether or not there are
insurance proceeds available or whether any such proceeds are sufficient in
amount, and the application or release by Mortgagee of any insurance proceeds
shall not cure or waive any default or notice of default under this Mortgage or
invalidate any act done pursuant to such notice.

      1.7 ASSIGNMENT OF POLICIES UPON FORECLOSURE. In the event of foreclosure
of this Mortgage or other transfer of title or assignment of the Mortgaged
Property in extinguishment, in whole or in part, of the debt secured hereby, all
right, title and interest of the Mortgagor in and to all policies of insurance
required by this Section shall inure to the benefit of and pass to the successor
in interest to Mortgagor or the purchaser or grantee of the Mortgaged Property.
Mortgagor hereby appoints Mortgagee its attorney-in-fact to endorse any checks,
drafts or other instruments representing any proceeds of such insurance, whether
payable by reason of loss thereunder or otherwise.

      1.8 TAXES, UTILITIES AND IMPOSITIONS. Mortgagor will pay, or cause to be
paid and discharged, on or before the last day on which they may be paid without
penalty or interest, all such duties, taxes, sewer rents, charges for water, or
for setting or repairing of meters, and all other utilities on the Mortgaged
Property or any part thereof, and any assessments and payments, usual or
unusual, extraordinary or ordinary, which shall be imposed upon or become due
and payable or become a lien upon the Premises or any part thereof and the
sidewalks or streets in front thereof and any vaults therein by virtue of any
present or future law of the United States or of the State, County, or City
wherein the Premises are located (all of the foregoing being herein collectively
called "Impositions"). In default of any such payment of any imposition,
Mortgagee may pay the same and the amount so paid by Mortgagee shall, at the
Mortgagee's option, become immediately due and payable with interest at the
Default Rate and shall be deemed part of the indebtedness secured by this
Mortgage.

      If at any time there shall be assessed or imposed (i) a tax or assessment
on the Premises in lieu of or in addition to the Impositions payable by
Mortgagor pursuant to this Section or (ii) a license fee, tax or assessment
imposed on Mortgagee and measured by or based in whole or in part upon the
amount of the outstanding obligations secured hereby, then all such taxes,
assessments or fees shall be deemed to be included within the term "Impositions"
as defined in this Section, and Mortgagor shall pay and discharge the same as
herein provided with respect to the payment of Impositions or, at the option of
Mortgagee, all obligations secured hereby, together with all accrued interest
thereon, shall immediately become due and payable. Anything to the contrary
herein notwithstanding, Mortgagor shall have no obligation to pay any franchise,
estate, inheritance, income, excess profits or similar tax levied on Mortgagee
or on the obligations secured hereby.

                                       5
<PAGE>

      Mortgagor will pay all mortgage recording taxes and fees payable with
respect to this Mortgage or other mortgage or transfer taxes due on account of
this Mortgage or the Note secured hereby.

      Mortgagor will exhibit to Mortgagee the original receipts or other
reasonably satisfactory proof of the payment of all Impositions which may affect
the Mortgaged Property or any part thereof or the lien of the Mortgage promptly
following the last date on which each such Imposition is payable hereunder.

      Notwithstanding the foregoing, Mortgagor shall have the right, after prior
written notice to Mortgagee, to contest at its own expense the amount and
validity of any Imposition affecting the Mortgaged Property by appropriate
proceedings conducted in good faith and with due diligence and to postpone or
defer payment thereof, if and so long as:

            (a) Such proceedings shall operate to suspend the collection of such
Imposition from Mortgagor or the Mortgaged Property; or

            (b) Neither the Mortgaged Property nor any part thereof would be in
immediate danger of being forfeited or lost by reason of such proceedings,
postponement or deferment; and

            (c) In the case of any Imposition affecting the Mortgaged Property
which might be or become a lien, encumbrance or charge upon or result in any
forfeiture or loss of the Mortgaged property or any part thereof, or which might
result in loss or damage to Mortgagor or Mortgagee, Mortgagor, prior to the date
such Imposition would become delinquent, shall have furnished Mortgagee with
security satisfactory to Mortgagee, and, in the event that such security is
furnished, Mortgagee shall not have the right during the period of the contest
to pay, remove or discharge the Imposition.

      1.9 MAINTENANCE, REPAIRS, ALTERATIONS. Mortgagor shall keep the Mortgaged
Property, or cause the same to be kept, in good condition and repair and fully
protected from the elements to the satisfaction of Mortgagee; Mortgagor shall
not commit nor permit to be committed waste thereon and shall not do nor permit
to be done any act by which the Mortgaged Property shall become less valuable;
Mortgagor will not remove, demolish or structurally alter any of the
Improvements (except such alterations as may be required by laws, ordinances or
regulations) without the prior written permission of the Mortgagee; Mortgagor
shall complete promptly and in good and workmanlike manner any building or other
Improvement which may be constructed on the Premises and promptly restore in
like manner any Improvements which may be damaged or destroyed thereon and will
pay when due all claims for labor performed and materials furnished therefor;
Mortgagor will use and operate, and shall require its lessees or licensees to
use or operate, the Mortgaged Property in compliance with all applicable laws,
ordinances, regulations, covenants, conditions and restrictions, and with all
applicable requirements of any ground lease, lease or sublease now or hereafter
affecting the Premises or any part thereof. Unless required by law or unless
Mortgagee has otherwise agreed in writing, Mortgagor shall not allow changes in
the stated use of the Mortgaged Property from that which was disclosed to
Mortgagee at the time of execution hereof. Mortgagor shall not initiate or
acquiesce to a zoning change of the Mortgaged Property without the prior notice
to and consent of Mortgagee. Mortgagee and its representatives shall have access
to the Premises at all reasonable times to determine whether Mortgagor is
complying with its obligations under this Mortgage, including, but not limited
to, those set out in this Section.

1.10 EMINENT DOMAIN. Should the Mortgaged Property, or any part thereof or
interest therein, be taken or damaged by reason of any public use or improvement
or condemnation proceeding, or in any other manner ("Condemnation"), or should
Mortgagor receive any notice or other information regarding such Condemnation,
Mortgagor shall give prompt written notice thereof to Mortgagee,

                                       6
<PAGE>

            (a) Mortgagee shall be entitled to all compensation, awards and
other payments or relief granted in connection with such Condemnation, and shall
be entitled, at its option, to commence, appear in and `prosecute in its own
name any action or proceedings relating thereto. Mortgagee shall also be
entitled to make any compromise or settlement in connection with such taking or
damage. All such compensation, awards, damages, rights of action and proceeds
awarded to Mortgagor (the "Proceeds") are hereby assigned to Mortgagee and
Mortgagor agrees to execute such further assignments of the Proceeds as
Mortgagee may require.


            (b) In the event any portion of the Mortgaged Property is so taken
or damaged, Mortgagee shall have the option in its sole and absolute discretion,
to apply all such Proceeds, after deducting therefrom all costs and expenses
(regardless of the particular nature thereof and whether incurred with or
without suit), including reasonable attorneys' fees, incurred by it in
connection with such Proceeds, upon any indebtedness secured hereby, or to apply
all such Proceeds, after such deductions, to the restoration of the Mortgaged
Property upon such conditions as Mortgagee may determine. Such application or
release shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.

            (c) Any amounts received by Mortgagee hereunder (after payment of
any costs in connection with obtaining same), shall, if retained by Mortgagee,
be applied in payment of any accrued interest and then in reduction of the then
outstanding principal sum of the Note, notwithstanding that the same may not
then be due and payable. Any amount so applied to principal shall be applied to
the payment of installments of principal on the Note in inverse order of their
due dates.

      1.11 ACTIONS BY MORTGAGEE TO PRESERVE THE SECURITY OF THIS MORTGAGE. If
the Mortgagor fails to make any payment or to do any act as and in the manner
provided for in this Mortgage or the Note, the Mortgagee, in its own discretion,
without obligation so to do and without notice to or demand upon Mortgagor and
without releasing Mortgagor from any obligation, may make or do the same in such
manner and to such extent as the Mortgagee may deem necessary to protect the
security hereof. Mortgagor will pay upon demand all expenses incurred or paid by
Mortgagee (including, but not limited, to, reasonable attorneys' fees and court
costs including those of appellate and bankruptcy proceedings) on account of the
exercise of any of the aforesaid rights or privileges or on account of any
litigation which may arise in connection with this Mortgage, the Note, or on
account of any attempt, without litigation, to enforce the terms of this
Mortgage or the Note. In case the Mortgaged Property or any part thereof shall
be advertised for foreclosure sale and not sold, Mortgagor shall pay all costs
in connection therewith.

      In the event that the Mortgagee is called upon to pay any sums of money to
protect this Mortgage and the Note secured hereby as aforesaid, all monies
advanced or due hereunder shall become immediately due and payable, together
with interest at the Default Rate, computed from the date of such advance to the
date of the actual receipt of payment thereof by Mortgagee.

      1.12 COST OF COLLECTION. In the event this Mortgage is placed in the hands
of an attorney for the collection of any sum payable or secured hereunder, the
Mortgagor agrees to pay all costs of collection, including reasonable attorney's
fees including those in all appellate and bankruptcy proceedings, incurred by
the Mortgagee, either with or without the institution of any action or
proceeding, and in addition to all costs, disbursements and allowances provided
by law. All such costs so incurred shall be deemed to be secured by this
Mortgage.

      1.13 SURVIVAL OF WARRANTIES. All representations, warranties and covenants
of Mortgagor contained herein or incorporated by reference shall survive funding
of the loan evidenced by the Note and shall remain continuing obligations,
warranties and representations of Mortgagor during any time when any portion of
the obligations secured by this Mortgage remain outstanding.

                                       7
<PAGE>

      1.14 ADDITIONAL SECURITY. In the event Mortgagee at any time holds
additional security for any of the obligations secured hereby, it may enforce
the sale thereof or otherwise realize upon the same, as its option, either
before or concurrently herewith or after a sale is made hereunder.

      1.15 INSPECTIONS. Mortgagee, or its agents, representatives or workmen,
are authorized to enter at any reasonable time upon or in any part of the
Premises for the purpose of inspecting the same, and for the purpose of
performing any of the acts it is authorized to perform under the terms of this
Mortgage.

      1.16 LIENS. Mortgagor shall pay and promptly discharge, at Mortgagor's
cost and expense, all liens, encumbrances and charges upon the Mortgaged
Property or any part thereof or interest therein other than the first priority
lien on the Premises of Capital Crossing Bank (the "First Lienholder") and all
of Mortgagee's rights under this Mortgage shall be subject to those rights of
the First Lienholder including under the Intercreditor Agreement entered into as
of February 29, 2004 between Capital Crossing Bank and a21, Inc. Mortgagor shall
have the right to contest in good faith the validity of any such lien,
encumbrance or charge, provided Mortgagor shall first deposit with Mortgagee a
bond or other security satisfactory to Mortgagee in such amounts as Mortgagee
shall reasonably require, and provided further that Mortgagor shall thereafter
diligently proceed to cause such lien, encumbrance or charge to be removed and
discharged. If Mortgagor shall fail to discharge any such lien, encumbrance or
charge, then, in addition to any other right or remedy of Mortgagee, Mortgagee
may, but shall not be obligated to, discharge the same, either by paying the
amount claimed to be due, or by procuring the discharge of such lien by
depositing in court a bond for the amount claimed or otherwise giving security
for such claim, or in such manner as is or may be prescribed by law. Any amount
so paid by the Mortgagee shall, at Mortgagee's option, become immediately due
and payable with interest at the Default Rate, and shall be deemed part of the
indebtedness secured by this Mortgage.

      1.17 FUTURE ADVANCES. This Mortgage is given to secure not only existing
indebtedness, but also future advances, whether such advances are obligatory or
are to be made at the option of Mortgagee, or otherwise, as are made within
twenty (20) years from the date hereof, to the same extent as if such future
advances are made on the date of the execution of this Mortgage. The total
amount of indebtedness that may be so secured may decrease to a zero amount from
time to time, or may increase from time to time, but the total unpaid balance so
secured at one time shall not exceed twice the face amount of the Note, plus
interest thereon, and any disbursements made for the payment of taxes, levies or
insurance on the Mortgaged Property, with interest on such disbursements at the
Default Rate as hereinafter defined. 1.18 NO LIMITATION OF FUTURE ADVANCE
RIGHTS. Mortgagor covenants and agrees with Mortgagee that:

            (a) Mortgagor waives and agrees not to assert any right to limit
future advances under this Mortgage, and any such attempted limitation shall be
null, void and of no force and effect.

            (b) An event of default under the Mortgage shall automatically exist
(i) if Mortgagor executes any instrument which purports to have or would have
the effect of impairing the priority of or limiting any future advance which
might ever be made under the Mortgage or (ii) if Mortgagor takes, suffers, or
permits any action or occurrence which would adversely affect the priority of
any future advance which might ever be made under the Mortgage.

      1.19 APPRAISALS. Mortgagor covenants and agrees that Mortgagee may obtain
an appraisal of the Mortgaged Property when required by the regulations of the
Federal Reserve Board or the Office of the Comptroller of the Currency or at

                                       8
<PAGE>

such other times as the Mortgagee may reasonably require. Such appraisals shall
be performed by an independent third party appraiser selected by the Mortgagee.
The cost of such appraisal shall be borne by the Mortgagor. If requested by
Mortgagee, the Mortgagor shall execute an engagement letter addressed to the
appraiser selected by the Mortgagee. Mortgagor's failure or refusal to sign such
an engagement letter, however, shall not impair Mortgagee's right to obtain such
an appraisal. Mortgagor agrees to pay the cost of such appraisal within ten (10)
days after receiving an invoice for such appraisal.

                                   ARTICLE 2
                        ASSESSMENT OF LEASES, SUBLEASES,
                     FRANCHISES, RENTS, ISSUES AND PROFITS

      2.1 ASSIGNMENT OF RENTS. Mortgagor hereby collaterally assigns and
transfers to Mortgagee all the leases, subleases, franchises, rents, issues and
profits of the Mortgaged Property, and hereby gives to and confers upon
Mortgagee the right, power and authority to collect such rents, issues and
profits as herein set forth. Mortgagor irrevocably appoints Mortgagee its true
and lawful attorney-in-fact, at the option of Mortgagee, immediately and without
further legal action being necessary, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, in the name of Mortgagor
or Mortgagee, for all such rents, issues and profits and apply the same to the
indebtedness secured hereby; provided, however, that Mortgagor shall have the
right to collect such rents, issues and profits (but not more than one month in
advance) prior to or at any time there is not an event of default under this
Mortgage.

      2.2 COLLECTION UPON DEFAULT. Upon any event of default under this
Mortgage, Mortgagee may, at any time without notice, either in person, by agent
or by a receiver appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take possession of
the Mortgaged Property, or any part thereof, in its own name, sue for or
otherwise collect such rents, issues and profits, including those past due and
unpaid, and apply the same, less costs and expenses of operation and collection,
including reasonable attorneys' fees, upon any indebtedness secured hereby, and
in such order as Mortgagee may determine. The collection of such rents, issues
and profits, or the entering upon and taking possession of the Mortgaged
Property, or the application thereof as aforesaid, shall not cure or waive any
default or notice of default hereunder or invalidate any act done in response to
such default or pursuant to such notice of default.

      2.3 RESTRICTION ON FURTHER ASSIGNMENTS, ETC. Except as hereinafter
specifically provided, Mortgagor shall not, without the prior written consent of
the Mortgagee, assign the rents, issues or profits, or any part thereof, from
the Mortgaged Property or any part thereof; and shall not consent to the
modification, cancellation or surrender of any lease or sublease covering the
Mortgaged Property. An action of Mortgagor in violation of the terms of this
Section shall be void as against Mortgagee in addition to being a default under
this Mortgage.

      The Mortgagor shall not, without the consent of the Mortgagee, consent to
the cancellation or surrender of, or accept prepayment of rents, issues or
profits (other than rent paid at the signing of a lease or sublease) under, any
lease or sublease now or hereafter covering the Mortgaged Property or any part
thereof, nor modify any such lease or sublease so as to shorten the term,
decrease the rent, accelerate the payment of rent, or change the terms of any
renewal option; and any such purported assignment, cancellation, surrender,
prepayment or modification made without the written consent of the Mortgagee
shall be void as against the Mortgagee. The Mortgagor shall, upon demand of the
Mortgagee, enter into an agreement with the Mortgagee with respect to the
provisions contained in the preceding provision regarding any lease or sublease
covering said Mortgaged Property or any part thereof, and the Mortgagor hereby

                                       9
<PAGE>

appoints the Mortgagee attorney-in-fact of the Mortgagor to execute and deliver
any such agreement on behalf of the Mortgagor and deliver written notice thereof
to the tenant to whose lease such agreement relates.

      The Mortgagor agrees to furnish to the Mortgagee a copy of any
modification of any lease presently in effect and copies of all future leases
affecting the Mortgaged Property covered by this Mortgage, and failure to
furnish to the Mortgagee a copy of any modification of a lease or a copy of any
future lease affecting said Mortgaged Property, shall be deemed a default under
this Mortgage and the Note, for which the holder of this Mortgage may, at its
option, declare the entire unpaid balance of the subject Mortgage and Note to be
immediately due and payable.

      All leases or subleases hereafter entered into by Mortgagor with respect
to the Mortgaged Property or any part thereof, shall be subordinate to the lien
of this Mortgage unless expressly made superior to this Mortgage in the manner
hereinafter provided. At any time or times Mortgagee may execute and record in
the appropriate Office of the Register or County Clerk of the County where the
Premises are situated a Notice of Subordination reciting that the lease or
leases therein described shall be superior to the lien of this Mortgage. From
and after the recordation of such Notice of Subordination, the lease or leases
therein described shall be superior to the lien of this Mortgage and shall not
be extinguished by any foreclosure sale hereunder.

                                   ARTICLE 3
                      ENVIRONMENTAL CONDITION OF PREMISES

3.1 ENVIRONMENTAL CONDITION OF PROPERTY. Mortgagor hereby warrants and
represents to Mortgagee after thorough investigation that:

      (a) the premises are now and at all times hereafter will continue to be in
full compliance with all Federal, State and local environmental laws and
regulations, including but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA), Public Law No.
96-510, 94 Stat. 2767, and the Superfund Amendments and Reauthorization Act of
1986 (SARA), Public Law No. 99-499, 100 Stat. 1613; and

      (b) (i) as of the date hereof there are no hazardous materials,
substances, waste or other environmentally regulated substances (including
without limitation, any materials containing asbestos) located on, in or under
the Premises or used in connection therewith, or (ii) Mortgagor has fully
disclosed to Mortgagee in writing the existence, extent and nature of any such
hazardous material, substance, waste or other environmentally regulated
substance, currently present or which Mortgagor is legally authorized and
empowered to maintain on, in or under the Premises or use in connection
therewith, Mortgagor has obtained and will maintain all licenses, permits and
approvals required with respect thereto, and is and will remain in full
compliance with all of the terms, conditions and requirements of such licenses,
permits and approvals. Mortgagor further warrants and represents that it will
promptly notify Mortgagee of any change in the environmental condition of the
Premises or in the nature or extent of any hazardous materials, substances or
wastes maintained on, in or under the Premises or used in connection therewith,
and will transmit to Mortgagee copies of any citations, orders, notices or other
material governmental or other communication received with respect to any other
hazardous materials, substances, waste or other environmentally regulated
substance affecting the Premises.

      Mortgagor hereby indemnifies and holds harmless Mortgagee from and against
any and all damages, penalties, fines, claims, suits, liabilities, costs,
judgments and expenses (including attorneys', consultant's or expert's fees) of

                                       10
<PAGE>

every kind and nature incurred, suffered by or asserted against Mortgagee as a
direct or indirect result of:

            (A) any warranty or representation made by Mortgagor in this
paragraph being or becoming false or untrue in any material respect, or

            (B) any requirement under the law, regulation or ordinance, local,
state or federal, regarding the removal or elimination of any hazardous
materials, substances, waste or other environmentally regulated substances.

      Mortgagor's obligations hereunder shall not be limited to any extent by
the term of the Note, and, as to any act or occurrence prior to payment in full
and satisfaction of said Note which gives rise to liability hereunder, shall
continue, survive and remain in full force and effect notwithstanding
foreclosure of this Mortgage, where Mortgagee is the purchaser at the
foreclosure sale, or delivery of a deed in lieu of foreclosure to Mortgagee.

                                   ARTICLE 4
                               SECURITY AGREEMENT

      4.1 CREATION OF SECURITY INTEREST. Mortgagor hereby grants to Mortgagee a
security interest in any and all personal property included within the
definition of "Mortgaged Property" (herein the "Personal Property") located on
or at the Premises, including without limitation any and all property of similar
type or kind hereafter located on or at the Premises for the purpose of securing
all obligations of Mortgagor set forth in this Mortgage. This instrument is a
self-operative security agreement with respect to the above described property,
but Mortgagor agrees to execute and deliver on demand such other security
agreements, financing statements and other instruments as Mortgagee may request.

      4.2 WARRANTIES, REPRESENTATIONS AND COVENANTS OF MORTGAGOR. Mortgagor
hereby warrants, represents and covenants as follows:

            (a) Except for the security interest granted hereby and for the
security interest granted to the First Lienholder, Mortgagor is, and as to
portions of the Personal Property to be acquired after the date hereof will be,
the sole owner of the Personal Property, free from any adverse lien, security
interest, encumbrance or adverse claims thereon of any kind whatsoever.
Mortgagor will notify Mortgagee of, and will defend the Personal Property
against, all claims and demands of all persons at any time claiming the same or
any interest therein.

            (b) Mortgagor will not lease, sell, convey or in any manner transfer
the Personal Property without the prior written consent of Mortgagee.

            (c) The Personal Property is not and will not be used or bought for
personal, family or household purposes.

            (d) The Personal Property will be kept on or at the Premises and
Mortgagor will not remove the Personal Property from the Premises without the
prior written consent of Mortgagee, except such portions or items of Personal
Property which are consumed or worn out in ordinary usage, all of which shall be
promptly replaced by Mortgagor.

                                       11
<PAGE>

            (e) Mortgagor maintains a place of business in the State of Florida
and Mortgagor will immediately notify Mortgagee in writing of any change in its
place of business as set forth in the beginning of this Mortgage.

            (f) At the request of Mortgagee, Mortgagor will join Mortgagee in
executing one or more financing statements and renewals and amendments thereof
pursuant to the Uniform Commercial Code of Florida in form satisfactory to
Mortgagee, and will pay the cost of filing the same in all public offices
wherever filing is deemed by Mortgagee to be necessary or desirable.

            (g) All covenants and obligations of Mortgagor contained herein
relating to the Mortgaged Property shall be deemed to apply to the Personal
Property whether or not expressly referred to herein.

            (h) This Mortgage constitutes a Security Agreement as that term is
used in the Uniform Commercial Code of Florida.

                                   ARTICLE 5
                             REMEDIES UPON DEFAULT

      5.1 EVENTS OF DEFAULT. Any one or more of the following shall constitute a
default under this Mortgage and the Note hereby secured;

            (a) Failure of Mortgagor to make one or more payments required by
said Note on the due date thereof.

            (b) Failure of Mortgagor to pay the amount of any costs, expenses or
fees (including counsel fees) of the Mortgagee, with interest thereon, as
required by any provision of this Mortgage.

            (c) Failure to exhibit to the Mortgagee, within ten (10) days after
demand, receipts showing payment of real estate taxes and assessments.

            (d) Except as hereinbefore permitted, the actual or threatened
alteration, demolition or removal of any building on the Premises without
written consent of the Mortgagee.

            (e) Failure to maintain the Improvements on the Premises as herein
required, free of any liens placed or threatened during the term hereof.

            (f) Failure to comply with any requirements or order or notice of
violation of law or ordinance issued by any governmental department claiming
jurisdiction over the Mortgaged Property within three (3) months from the
issuance thereof, or before any such violation becomes a lien against the
Mortgaged Property, whichever first occurs.

            (g) Failure of Mortgagor or others (i) to comply with any other
warranty contained herein, (ii) to comply with or perform any other covenant or
agreement contained herein, which failure shall continue for a period of thirty
(30) days following notice from the Mortgagee, or (iii) or in any other document
executed by Mortgagor in conjunction with this transaction, of even date
herewith.

                                       12
<PAGE>

            (h) Any breach of any warranty or material untruth of any
representation of Mortgagor contained in this Mortgage or the Note or any
guaranty executed in conjunction herewith.

            (i) The institution of any bankruptcy, reorganization or insolvency
proceedings against the then owner or Mortgagor in possession of the Mortgaged
Property, or any guarantor, or the appointment of a receiver or a similar
official with respect to all or a substantial part of the properties of the then
owner or Mortgagor in possession of the Mortgaged Property and a failure to have
such proceedings dismissed or such appointment vacated within a period of
forty-five (45) days.

            (j) The institution of any voluntary bankruptcy, reorganization or
insolvency proceedings by the then owner or Mortgagor in possession of the
Mortgaged Property, or any guarantor, or the appointment of a receiver or a
similar official with respect to all or a substantial part of the properties of
the then owner or Mortgagor in possession of the Mortgaged Property at the
instance of the then owner or Mortgagor in possession of the Mortgaged Property.

            (k) The assertion or making of any levy, seizure, forfeiture action,
mechanic's or materialman's lien or, attachment on the Mortgaged Property or any
part thereof.

            (l) Subject to any notice and/or cure period provided therein, if
default shall occur in any loan or lease now or hereafter in existence between
Mortgagee and Mortgagor or any Mortgage which the Mortgagor or any Guarantor has
any interest whatsoever, and, conversely, the occurrence of an Event of Default
hereunder shall also constitute a default under any such other loan or lease.

            (m) The occurrence of any "default" or "event of default" under the
Note, whether or not such event is specifically set forth herein.

      5.2 DEFAULT RATE. The Default Rate shall be eighteen percent (18%) per
annum simple interest, provided, however, that at no time shall any interest or
charges in the nature of interest be taken, exacted, received or collected which
would exceed the maximum rate permitted by law.

      5.3 ACCELERATION UPON DEFAULT, ADDITIONAL REMEDIES. Subject to the rights
of the First Lienholder, in the event that one or more defaults as above
provided shall occur, the remedies available to Mortgagee shall include, but not
necessarily be limited to, any one or more of the following:

            (a) Mortgagee may declare the entire unpaid balance of the Note
immediately due and payable without notice.

            (b) Mortgagor may foreclose the Mortgage and sell, as an entirety or
in separate lots or parcels, the Mortgaged Property under the judgment or decree
of a court or courts of competent jurisdiction and to exercise all remedies
available to Mortgagor to the maximum extent permitted by law, which remedies
shall be cumulative and which may be pursued, separately, concurrently or
successively.

            (c) Mortgagee may take immediate possession of the Mortgaged
Property or any part thereof (which Mortgagor agrees to surrender to Mortgagee)
and manage, control or lease the same to such person or persons and at such
rental as it may deem proper and collect all the rents, issues and profits
therefrom, including those past due as well as those thereafter accruing, with
the right in the Mortgagee to cancel any lease or sublease for any cause which
would entitle Mortgagor to cancel the same; to make such expenditures for
maintenance, repairs and costs of operation as it may deem advisable; and after

                                       13
<PAGE>

deducting the cost thereof and a commission of five (5%) percent upon the gross
amount of rents collected, to apply the residue to the payment of any sums which
are unpaid hereunder or under the Note. The taking of possession under this
paragraph shall not prevent concurrent or later proceedings for the foreclosure
sale of the Mortgaged Property as provided elsewhere herein.

            (d) Mortgagee may apply to any court of competent jurisdiction for
the appointment of a receiver or similar official to manage and operate the
Mortgaged Property, or any part thereof, and to apply the net rents and profits
therefrom to the payment of the interest and/or principal of said Note and/or
any other obligations of Mortgagor to Mortgagee hereunder. In the event of such
application, Mortgagor agrees to consent to the appointment of such receiver or
similar official and agrees that such receiver or similar official may be
appointed without notice to Mortgagor, without regard to the adequacy of any
security for the debts and without regard to the solvency of Mortgagor or any
other person, firm or corporation who or which may be liable for the payment of
the Note or any other obligation of Mortgagor hereunder.

            (e) Without declaring the entire unpaid principal balance due, the
Mortgagee may foreclose only as to the sum past due, without injury to this
Mortgage or the displacement or impairment of the remainder of the lien thereof,
and at such foreclosure sale the property shall be sold subject to all remaining
items of indebtedness; and Mortgagee may again foreclose, in the same manner, as
often as there may be any sum past due.

      5.4 ADDITIONAL PROVISIONS. Mortgagor expressly agrees, on behalf of
itself, its successors and assigns and any future owner of the Mortgaged
Property, or any part thereof or interest therein, as follows:

            (a) All remedies available to Mortgagee with respect to this
Mortgage shall be cumulative and may be pursued concurrently or successively. No
delay by Mortgagee in exercising any such remedy shall operate as a waiver
thereof or preclude the exercise thereof during the continuance of that or any
subsequent default.


            (b) The obtaining of a judgment or decree on the Note, whether in
the State of Florida or elsewhere, shall not in any manner affect the lien of
this Mortgage upon the Mortgaged Property covered hereby, and any judgment or
decree so obtained shall be secured to the same extent as said Note is now
secured.

            (c) In event of any foreclosure sale hereunder, all net proceeds
shall be available for application to the indebtedness hereby secured whether or
not such proceeds may exceed the value of the Mortgaged Property for unpaid
taxes, liens, assessments and any other costs relating to the Mortgaged
Property.

            (d) The only limitation upon the foregoing agreements as to the
exercise of Mortgagee's remedies is that there shall be but one full and
complete satisfaction of the indebtedness secured hereby.

5.5 REMEDIES NOT EXCLUSIVE. Mortgagee shall be entitled to enforce payment and
performance of any indebtedness or obligations secured hereby and to exercise
all rights and powers under this Mortgage or the Note or under any other
agreement or any laws now or hereafter in force, notwithstanding some or all of
the said indebtedness and Obligations secured hereby may now or hereafter be
otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment
or otherwise. Neither the acceptance of this Mortgage nor its enforcement shall
prejudice or in any manner affect Mortgagee's right to realize upon or enforce
any other security now or hereafter held by Mortgagee, it being agreed that

                                       14
<PAGE>

Mortgagee shall be entitled to enforce this Mortgage and any other security now
or hereafter held by Mortgagee in such order and manner as Mortgagee may in its
absolute discretion determine. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy herein or by law
provided or permitted, but each shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. Every power or remedy given to Mortgagee or to which it
may be otherwise entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee and it may
pursue inconsistent remedies.

                                   ARTICLE 6
                                 MISCELLANEOUS

      6.1 CORPORATE EXISTENCE. So long as the Mortgaged Property shall be owned
or held by a corporation, such corporation shall at all times maintain its
corporate existence and shall be fully authorized to do business in the State of
Florida and shall maintain in the State of Florida a duly authorized registered
agent for the service of process. Failure to comply with such obligations shall
be a default under this Mortgage. Upon Mortgagee's request, Mortgagor will
furnish to Mortgagee a certificate of good standing or other evidence
satisfactory to Mortgagee to show compliance with the provisions of this
Section.

      6.2 STATEMENTS BY MORTGAGOR. Mortgagor, within three (3) business days
after request in person or within ten (10) business days after request by mail,
will furnish to Mortgagee or any person, firm or corporation designated by
Mortgagee, a duly acknowledged written statement setting forth the amount of the
debt secured by this Mortgage, and stating either that no offsets or defenses
exist against such debt, or, if such offsets or defenses are alleged to exist,
full information with respect to such alleged offsets and/or defenses.

      6.3 SUCCESSORS AND ASSIGNS. The provisions hereof shall be binding upon
and shall inure to the benefit of the Mortgagor, its successors and assigns,
including without limitation subsequent owners of the Premises or the leasehold
estate of the Premises or any part thereof; shall be binding upon and shall
inure to the benefit of Mortgagee, its successors and assigns and any future
holder of the Note, and any successors or assigns of any future holder of the
Note. In the event the ownership of the Mortgaged Property or any leasehold
estate that may be covered by this Mortgage, becomes vested in a person other
than Mortgagor, Mortgagee may, without notice to Mortgagor, deal with such
successor or successors in interest with reference to this instrument and the
Note in the same manner as with the Mortgagor, and may alter the interest rate
and/or alter or extend the terms of payments of the Note without notice to
Mortgagor hereunder or under the Note hereby secured or the lien or priority of
this Mortgage with respect to any part of the Mortgaged Property covered hereby,
but nothing herein contained shall serve to relieve Mortgagor of any liability
under the Note or this Mortgage (or any other agreement executed in conjunction
therewith) unless Mortgagee shall expressly release Mortgagor in writing.
Mortgagor and any transferee or assignee shall be jointly and severally liable
for any documentation or intangible taxes imposed as a result of any transfer or
assumption.

      6.4 NOTICES. All notices, demands and requests given by either party
hereto to the other party shall be in writing. All notices, demands and requests
by the Mortgagee to the Mortgagor shall be deemed to have been properly given if
sent by United States registered or certified mail, postage prepaid, addressed
to the Mortgagor at the address as the Mortgagor may from time to time designate
by written notice to the Mortgagee, given as herein required. All notices,
demands and requests by the Mortgagor to the Mortgagee shall be deemed to have
been properly given if sent by United States registered or certified mail,
postage prepaid, addressed to the Mortgagee, or to such other address as the
Mortgagee may from time to time designate by written notice to the Mortgagor

                                       15
<PAGE>

given as herein required. Notices, demands and requests given in the manner
aforesaid shall be deemed sufficiently served or given for all purposes
hereunder at the time such notice, demand or request shall be deposited In any
post office or branch post office regularly maintained by the United States
Government.

      The Mortgagor shall deliver to the Mortgagee, promptly upon receipt of
same, copies of all notices, certificates, documents and instruments received by
it which materially affect any part of the Mortgaged Property covered hereby,
including, without limitation, notices from any lessee or sublessee claiming
that the Mortgagor is in default under any terms of any lease or sublease.

      6.5 MODIFICATIONS IN WRITING. This Mortgage may not be changed, terminated
or modified orally or in any other manner than by an instrument in writing
signed by the party against whom enforcement is sought.

      6.6 CAPTIONS. The captions or headings at the beginning of each Section
hereof are for the convenience of the parties and are not a part of this
Mortgage.

      6.7 INVALIDITY OF CERTAIN PROVISIONS. If the lien of this Mortgage is
invalid or unenforceable as to any part of the debt, or if the lien is invalid
or unenforceable as to any part of the Mortgaged Property, the unsecured portion
of the debt shall be completely paid prior to the payments of the secured
portion of the debt, and all payments made on the debt, whether voluntary or
otherwise, shall be considered to have been first paid on and applied to the
full payment of that portion of the debt which is not secured or fully secured
by the lien of this Mortgage.

      6.8 NO MERGER. If both the lessor's and lessee's estates under any lease
or any portion thereof which constitutes a part of the Mortgaged Property shall
at any time become vested in one owner, this Mortgage and the lien created
hereby shall not be destroyed or terminated by application of the doctrine of
merger and, in such event, Mortgagee shall continue to have and enjoy all of the
rights and privileges of Mortgagee as to the separate estates, In addition, upon
the foreclosure of the lien created by this Mortgage on the Mortgaged Property
pursuant to the provisions hereof, any leases or subleases then existing and
created by Mortgagor shall not be destroyed or terminated by application of the
law of merger or as a result of such foreclosure sale if Mortgagee shall so
elect. No act by or on behalf of Mortgagee or any such purchaser shall
constitute a termination of any lease or sublease unless Mortgagee or such
purchaser shall give written notice thereof to such tenant or subtenant.

      6.9 GOVERNING LAW AND CONSTRUCTION OF CLAUSES. This Mortgage shall be
governed and construed by the laws of the State of Florida. No act of the
Mortgagee shall be construed as an election to proceed under any one provision
of the Mortgage or of the applicable statutes of the State of Florida to the
exclusion of any other such provision, anything herein or otherwise to the
contrary notwithstanding.

      6.10 TRANSFER. In the event all or any part of the property encumbered by
this Mortgage, or any interest therein, is sold, conveyed, encumbered or
otherwise transferred by the Mortgagor, without Mortgagee's prior written
consent, or, if Mortgagor is a partnership, any general partner of Mortgagor
ceases to be a general partner, or if Mortgagor is a corporation:

            (a) any shareholder of Mortgagor owning directly or indirectly 10%
or more of the issued and outstanding stock of Mortgagor as of the date hereof
transfers, during the term of this Mortgage, any of such stock, or

            (b) any additional stock of Mortgagor is issued after the date
hereof;

                                       16
<PAGE>

then, and in the event any of the foregoing events occur, Mortgagee may, in its
sole discretion: require a modification of the terms of the loan or loans
secured hereby (including without limitation those related to the rate of
interest and terms or schedule of repayment) in a manner satisfactory to
Mortgagee, and may charge an "assumption fee" or similar fee in consideration of
such modification or approval; or accelerate the indebtedness secured hereby and
declare the then outstanding balance, with all accrued interest to be
immediately due and payable.

      6.11 BOOKS AND RECORDS. Mortgagor shall furnish annually to Mortgagee
complete, true and accurate books of accounts and records reflecting the results
of the operation of the Mortgaged Property. Mortgagor shall also furnish to
Mortgagee within ninety (90) days after the end of each fiscal year of Mortgagor
a balance sheet and a statement of income and expenses, both in reasonable
detail, prepared in a format acceptable to the Mortgagee, and if any of the
Mortgaged Property is rented or leased, a rent schedule of the Mortgaged
Property, certified by an accounting officer of Mortgagor, showing the name of
each tenant and the space occupied, the lease expiration date and the rent paid.

      6.12 FINANCIAL STATEMENTS. If requested by Mortgagee, Mortgagor will
within ninety (90) days after the end of each fiscal year, furnish to Mortgagee
a complete financial statement including profit and loss and income and expense
statements balance sheet and reconciliation of surplus which statement shall, at
Mortgagee's option, be certified without qualification by audit of the certified
public accountant regularly serving the Mortgagor. The cost of such audit shall
be paid by Mortgagor.

      6.13 OTHER INDEBTEDNESS SECURED. This Mortgage is also given as security
for any and all other sums, indebtedness, obligations and liabilities of any and
every kind now or hereafter during the term hereof owing and to become due from
Mortgagor to Mortgagee, however created, incurred, evidenced, acquired or
arising, whether under the Note or this Mortgage, or any other instrument,
obligation, contract, agreement or dealing of any and every kind now or
hereafter existing or entered into between Mortgagor and Mortgagee, or
otherwise, as amended, modified or supplemented from time to time, and whether
direct, indirect, primary, secondary, fixed or contingent, and any and all
renewals, modifications or extensions of any or all of the foregoing.

                                       17
<PAGE>

      IN WITNESS WHEREOF, Mortgagor has hereunto set hand and seal all done as
of the day and year first hereinbefore written.


Signed, sealed and delivered             SUPERSTOCK, INC.
in the presence of:

                                         By:
-------------------------------------       ------------------------------------

-------------------------------------       ------------------------------------
(Print or type name)                        (Print or type name)

                                             Its:


-------------------------------------

-------------------------------------    Address:
(Print or type name)
                                         7660 Centurion Parkway
                                         Jacksonville, Florida  32256

               Witnesses





-------------------------------------
William F. Beermann, as agent for the
  Sellers





-------------------------------------
James Ong, as agent for the Sellers

                                       18
<PAGE>

STATE OF FLORIDA
COUNTY OF _____________

      The foregoing instrument was acknowledged before me this _____ day of
February, 2004, by _________________________, the ______________ of SuperStock,
Inc., a Florida corporation. He/she is personally known to me or has produced a
Florida driver's license as identification.

[Notary Seal must be affixed]


                                          --------------------------------------
                                          Signature of Notary


                                          --------------------------------------
                                          Name of Notary (typed, printed or
                                          stamped)


                                          Commission Number:
                                                             ------------------

                                          My Commission expires:
                                                                 ---------------

                                       19


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>9
<FILENAME>v02612_ex10-13.txt
<TEXT>


                                                                   Exhibit 10.13


                            INTERCREDITOR AGREEMENT

      This  Intercreditor  Agreement (this "Agreement") dated as of February 29,
2004 by and among a21, Inc.  (the  "Purchaser")  and Capital  Crossing Bank (the
"Bank").

                                   BACKGROUND

      First Union  National  Bank made  certain  loans to  SuperStock,  Inc.,  a
Florida corporation (the "Company") evidenced by that certain Revolving Note (as
defined herein) and that certain Mortgage Note (as defined herein).  Bank is the
current holder of the loans and such loans are secured by a Lien (as hereinafter
defined ) on substantially  all of the assets (the "Assets") of the Company.  As
of the execution  hereof,  it is understood that the Bank has sold the Revolving
Note to the Purchaser and has retained  ownership of the Mortgage Note. The Bank
and the  Purchaser  have  agreed to enter into this  Agreement  to set forth the
relative priorities on the Assets.

                                   AGREEMENTS

      NOW, THEREFORE,  for good and valuable consideration,  receipt of which is
hereby acknowledged, the parties hereto agree as follows:

      1. Definitions.

            1.1.  General Terms.  For purposes of this Agreement,  the following
terms shall have the following meanings:

            "Bank"  shall  have  the  meaning  set  forth  in  the  introductory
paragraph to this Agreement.

            "Collateral"  shall  mean  all  of the  property  and  interests  in
property,  tangible or  intangible,  real or  personal,  now owned or  hereafter
acquired by  Company,  and  including,  without  limitation,  all  proceeds  and
products of such property and interests in property.

            "Company" shall mean Company and its successors and assigns.

            "Creditors" shall mean,  collectively,  the Purchaser,  the Bank and
their respective successors and assigns.

            "Lien"   shall   mean  any   mortgage,   deed  of   trust,   pledge,
hypothecation,  assignment, deposit arrangement,  security interest, encumbrance
(including,  but not limited to,  easements,  rights of way and the like),  lien
(statutory  or other),  security  agreement  or transfer  intended as  security,
including  without  limitation,  any  conditional  sale or other title retention
agreement, the interest of a lessor under a capital lease or any financing lease
having substantially the same economic effect as any of the foregoing.

            "Mortgage Note" shall mean the Real Estate  Promissory Note dated as
of the December 5, 1997,  made by Company in favor of First Union National Bank,
as  predecessor  in interest to the Bank,  in the original  principal  amount of
$5,175,000, as amended, restated, modified or supplemented from time to time.

            "Person"  shall mean an  individual,  a  partnership,  a corporation
(including a business trust), a joint stock company,  a trust, an unincorporated
association,  a joint venture,  a limited liability company, a limited liability
partnership  or other entity or a government or any agency,  instrumentality  or
political subdivision thereof.

            "Revolving Note" shall mean that certain  Revolving  Promissory Note
dated  May 21,  1999 in the  original  principal  amount of  $2,000,000  made by
Company in favor of First Union National Bank,  which note was later sold to the

<PAGE>

Bank and  subsequently  sold by the Bank to  Purchaser,  as  amended,  restated,
modified or supplemented from time to time.

            "Real  Property"  shall mean the real property  owned by Company and
located at 7660 Centurion Parkway, Jacksonville, Florida.

            "Secured Lender Remedies" shall mean any action which results in the
sale, foreclosure,  realization upon, or a liquidation of any of the Collateral,
including,  without limitation, the exercise or any of the rights or remedies of
a "secured party" under the UCC, such as, without  limitation,  the notification
of account debtors.

      1.2.  Certain Matters of  Construction.  The terms "herein",  "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular  section,  paragraph or subdivision.  Any pronoun used
shall be deemed to cover all genders. Wherever appropriate in the context, terms
used herein in the singular also include the plural and vice versa.

      2. Intercreditor Provisions

      2.1.  Acknowledgment  of  Lien(s).  (a) The  Purchaser  hereby  agrees and
acknowledges that in order to secure Company's obligations and liabilities under
the  Mortgage  Note and the  Revolving  Note,  Company  granted  to Bank a first
priority Lien upon the  Collateral  and (b) Bank hereby agrees and  acknowledges
that  upon the  simultaneous  purchase  of the  Revolving  Note,  the  Purchaser
obtained a Lien upon the Collateral  which, but for the terms of this Agreement,
would be pari passu with the Liens of Bank on the Collateral.

      2.2.  Priority.  Notwithstanding  the order or time of attachment,  or the
order,  time or  manner  of  perfection,  or the  order  or time  of  filing  or
recordation of any document or instrument,  or other method of perfecting a Lien
in favor of each Creditor in any Collateral, and notwithstanding any conflicting
terms or  conditions  which may be contained  in any  agreement,  instrument  or
document  evidencing  any such Lien of any Creditor in any  Collateral,  (a) the
Liens of the Bank on the Collateral  have and shall have priority over the Liens
upon the  Collateral of Purchaser  and such Liens of Purchaser,  if any, are and
shall be, in all  respects,  subject  and  subordinate  to the Liens of the Bank
therein;  provided,  however,  that the Liens of the Purchaser on the Collateral
other than the Real Property  shall be subject and  subordinate  to the Liens of
Bank  therein  only up to the  principal  amount  of  $2,000,000  (the  "Maximum
Amount",  which amount shall be exclusive of interest,  fees and other costs and
expenses which may become part of or be added to such principal  amount) and the
Liens of Purchaser on the  Collateral  other than the Real Property in excess of
the Maximum  Amount have and shall have  priority  over the Liens of the Bank on
such  Collateral and such Liens of the Bank, if any, on such  Collateral are and
shall be, subject and subordinate to the Liens of the Purchaser (b) until ninety
(90) days  following the  occurrence of a "default" or "event of default"  under
the Revolving  Note,  Purchaser  shall not exercise any remedies with respect to
such  "default"  or "event of default" or exercise any Secured  Lender  Remedies
with respect to the Collateral without the prior written consent of the Bank.

      2.3. No Alteration of Priority.  The Lien  priorities  provided in Section
2.2  hereof  shall  not be  altered  or  otherwise  affected  by any  amendment,
modification,  supplement, extension, renewal, restatement or refinancing of the
indebtedness  payable under the Revolving Note or any indebtedness payable under
the Mortgage Note, nor by any action or inaction which either  Creditor may take
or fail to take in respect of the Collateral.

      2.4. Perfection.  Each Creditor shall be solely responsible for perfecting
and maintaining the perfection of its Lien in and to each item  constituting the
Collateral  in which  such  Creditor  has been  granted  a Lien.  The  foregoing
provisions of this Agreement are intended  solely to govern the respective  Lien
priorities  as between the  Creditors  and shall not impose on any  Creditor any
obligations  in respect of the  disposition  of proceeds of  foreclosure  on any
Collateral  which would conflict with prior perfected claims therein in favor of

                                      -2-
<PAGE>

any  other  Person.  Each  party  hereto  agrees  that it will not  contest  the
validity, perfection, priority or enforceability of the Liens of the other party
hereto in the Collateral.

      2.5. Management of Collateral.  The Bank shall have the exclusive right to
manage,  perform and enforce the terms of the its  agreements  with Company with
respect to the  Collateral and to exercise and enforce all privileges and rights
thereunder  according  to its  discretion  and  the  exercise  of  its  business
judgment,  including,  without  limitation,  the  exclusive  right to enforce or
settle insurance claims,  take or retake control or possession of the Collateral
and to hold, prepare for sale,  process,  sell, lease,  dispose of, or liquidate
the Collateral. In connection therewith,  Purchaser waives any and all rights to
affect the method or challenge the  appropriateness of any action by Bank or its
designee.

      2.6.  Sale of  Collateral.  Only Bank shall have the right to  restrict or
permit, or approve or disapprove, the sale, transfer or other disposition of the
Collateral  by the  Company,  except  for the sale of  Company's  assets  in the
ordinary course of Company's business. The Bank covenants and agrees to act in a
commercially reasonable manner in exercising the foregoing rights.

      2.7. Receipt of Proceeds. In the event Purchaser shall receive any payment
or distribution of any kind representing proceeds of any Collateral,  before the
Mortgage Note shall have been paid in full, such sums, up to the Maximum Amount,
shall be held in trust by  Purchaser  for the benefit and on account of Bank and
such  amounts  shall  be  paid  to  Bank  for  application  to the  then  unpaid
indebtedness due and owing under the Mortgage Note

      2.8.  Marshaling.  In the event  that Bank  commences  exercising  Secured
Lender Remedies,  Bank hereby agrees that it will make  commercially  reasonable
efforts to take any action that may result in the sale, foreclosure, realization
upon or  liquidation  upon that portion of the  Collateral  comprising  the Real
Property prior to any action upon any other portion of the Collateral.

      3. Miscellaneous.

      3.1. Amendments to Lending Agreements. No renewals, waivers,  forbearance,
consents, amendments,  extensions,  indulgences, releases of Collateral or other
accommodations granted by Bank to Company from time to time, shall in any manner
affect or impair the relative Lien priorities and  subordination  established by
this  Agreement.  Bank shall not,  without  the consent of  Purchaser,  make any
additional loans to the Company that are secured by the Collateral.

      3.2.  Bankruptcy  Financing Issues.  This Agreement shall continue in full
force and effect  after the filing of any petition by or against  Company  under
the United States  Bankruptcy Code (an "Insolvency  Event") and all converted or
succeeding cases in respect thereof.  All references  herein to Company shall be
deemed to apply to Company as debtor-in-possession and to a trustee for Company.
Notwithstanding  anything contained herein to the contrary,  upon the occurrence
of an Insolvency Event, the Purchaser may file claims and proofs of claim in any
statutory or  non-statutory  proceeding and take such other actions,  in its own
name as Purchaser may deem necessary or advisable.

      3.3.  Insurance  Proceeds.  Proceeds of the Collateral  include  insurance
proceeds,  and  therefore,  the  priorities  set forth in Section 2.2 govern the
ultimate disposition of casualty insurance proceeds.

      3.4.  Notice of  Default  and  Certain  Events.  Purchaser  and Bank shall
undertake  in good  faith to notify  the other of the  occurrence  of any of the
following as applicable:

            (a) the  obtaining  of actual  knowledge  of the  occurrence  of any
"default" or "event of default"  under the Revolving  Note or the Mortgage Note,
as applicable;

                                      -3-
<PAGE>

            (b) the  granting by  Purchaser  of any waiver of any  "default"  or
"event of  default"  under the  Revolving  Note or the  granting  by Bank of any
waiver of any "default" or "event of default" under the Mortgage Note;

            (c)  the  payment  in  full  by  Company  (whether  as a  result  of
refinancing  or otherwise) of all amounts due and owing under the Revolving Note
or the  payment  in full by  Company  (whether  as a result  of  refinancing  or
otherwise) of all amounts due and owing under the Mortgage Note; or

            (d) the sale or liquidation of, or realization upon, any Collateral.

      The failure of any party to give such notice shall not affect the relative
Lien priorities as provided in this Agreement.

      3.5.  Provisions Define Relative Rights. This Agreement is intended solely
for the purpose of defining the relative  rights of the Bank on the one hand and
the Purchaser on the other, and no other Person shall have any right, benefit or
other interest under this Agreement.

      3.6.  No  Agency  or  Fiduciary  Obligation.  Nothing  contained  in  this
Agreement  or  otherwise  shall in any event be deemed to create  any  fiduciary
relationship  between the Purchaser  and the Bank or to constitute  either party
hereto the agent of the other for any purpose.

      3.7.  Notices.  Any notice or other  communication  required or  permitted
pursuant to this Agreement shall be deemed given (a) when  personally  delivered
to any  officer  of the party to whom it is  addressed,  (b) on the  earlier  of
actual receipt thereof or three (3) days following  posting thereof by certified
or registered mail,  postage prepaid,  (c) upon actual receipt thereof when sent
by a recognized  overnight  delivery  service or (d) upon actual receipt thereof
when  sent  by  telecopier  to  the  number  set  forth  below  with  electronic
confirmation of receipt,  in each case addressed to each party at its address or
telecopier  number set forth below or at such other address or telecopier number
as has been furnished in writing by a party to the other by like notice:


        If to Purchaser:                A21, Inc.
                                        c/o Loeb & Loeb LLP, 345 Park
                                        Avenue, New York, NY 0154
                                        Attention: Lloyd Rothenberg, Esq.
                                        Telephone:  (212) 407-4000
                                        Telecopier:  (212) 407-4990


        If to Bank:
                                        Capital Crossing Bank
                                        101 Summer Street
                                        Boston, MA
                                        Attention: Donald F. Letty
                                        Telephone:
                                        Facsimile:

      3.8.  Binding  Effect;   Other.  This  Agreement  shall  be  a  continuing
agreement,  shall be binding  upon and shall inure to the benefit of the parties
hereto from time to time and their respective  successors and assigns,  shall be
irrevocable  and shall  remain in full force and effect until the earlier of the
occurrence  of the payment in full of the Revolving  Note or the Mortgage  Note.
The headings in this Agreement are for  convenience of reference only, and shall
not alter or otherwise  affect the meaning  hereof.  Each of the parties to this
Agreement  may assign or otherwise  transfer its rights  and/or  obligations  in
whole or in part without the written consent of the other parties hereto.

                                      -4-
<PAGE>

      4.  Representations  and  Warranties.  (a) Bank represents and warrants to
Purchaser  that Bank is the holder of the Liens which  secure or will secure the
indebtedness  payable  under the  Mortgage  Note.  Bank agrees that it shall not
assign or  transfer  any of the Liens  without (i) prior  notice  being given to
Purchaser and (ii) such  assignment or transfer being made expressly  subject to
the terms of this Agreement. Bank further warrants to Purchaser that it has full
right,  power and authority to enter into this Agreement and, to the extent Bank
is an Purchaser or trustee for other parties,  that this  Agreement  shall fully
bind all such other parties.

            (b) Purchaser  represents and warrants to Bank that Purchaser is the
holder of the Liens which  secure or will secure all amounts due and owing under
the Revolving Note. Purchaser agrees that it shall not assign or transfer any of
the  Liens  without  (i)  prior  notice  being  given to Bank (it  being  hereby
acknowledged  that  Purchaser has delivered  notice to Bank that it shall assign
the Revolving Note immediately  following the execution of this Agreement to the
various  former  shareholders  of the  Purchaser)  and (ii) such  assignment  or
transfer  being  made  expressly  subject  to the terms and  provisions  of this
Agreement.  Purchaser further warrants to Bank that it has full right, power and
authority  to enter  into this  Agreement  and,  to the extent  Purchaser  is an
Purchaser or trustee for other parties, that this Agreement shall fully bind all
such other parties.

      5. Waiver Of Jury Trial.  EACH PARTY HERETO  HEREBY  EXPRESSLY  WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION  OR CAUSE OF  ACTION  (A)
ARISING  UNDER THIS  AGREEMENT  OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION  HEREWITH,  OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR  INCIDENTAL  TO THE  DEALINGS OF ANY CREDITOR OR COMPANY OR ANY OF
THEM WITH  RESPECT  TO THIS  AGREEMENT  OR ANY OTHER  INSTRUMENT,  DOCUMENTS  OR
AGREEMENT  EXECUTED  OR  DELIVERED  BY  THEM  IN  CONNECTION  HEREWITH,  OR  THE
TRANSACTIONS  RELATED  HERETO OR THERETO,  IN EACH CASE  WHETHER NOW EXISTING OR
HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND
EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL  WITHOUT  JURY,  AND THAT ANY OF
THEM MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN  EVIDENCE  OF THEIR  CONSENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.

      6. Counterparts;  Facsimile. This Agreement may be executed by the parties
hereto in one or more  counterparts,  each of which  shall be deemed an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

                                      -5-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of
this ___ day of February, 2004.


                                         A21, INC.

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------




                                         CAPITAL CROSSING BANK

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                      -6-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>10
<FILENAME>v02612_ex10-14.txt
<TEXT>


                           SALE AND PURCHASE AGREEMENT


                                 BY AND BETWEEN


                    SUPERSTOCK, INC., A FLORIDA CORPORATION,


                                    AS SELLER


                                       AND


               NL VENTURES IV, L.P., A TEXAS LIMITED PARTNERSHIP,


                                  AS PURCHASER




                           FOR THE SUPERSTOCK FACILITY

                             7660 CENTURION PARKWAY
                       JACKSONVILLE, DUVAL COUNTY, FLORIDA



<PAGE>


                           SALE AND PURCHASE AGREEMENT

      THIS SALE AND PURCHASE  AGREEMENT  (the  "Agreement")  is made and entered
into by and between SuperStock,  Inc., a Florida  corporation  ("Seller") and NL
Ventures IV, L.P., a Texas limited partnership,  and assigns ("Purchaser") to be
effective as of the date a fully executed original counterpart of this Agreement
is delivered to and received by the Title Company (the "Effective Date").

                                    RECITALS

      A. Seller is the owner of certain real property and  improvements  located
in the City of Jacksonville,  Florida,  which are more particularly described in
this Agreement as the "Project."

      B. Seller desires to sell to Purchaser,  and Purchaser desires to purchase
from  Seller,  the  Project,  upon  and  subject  to the  terms  and  conditions
hereinafter  set forth,  including  without  limitation,  the condition  that at
Closing  Purchaser and Seller shall enter into a long term  "absolute net" lease
of the Project with Purchaser as landlord and Seller as tenant (the "Lease").

                                   AGREEMENTS

      For and in  consideration  of the premises,  the respective  covenants and
agreements  herein set forth,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  and  confessed,  the
parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this  Agreement,  unless  otherwise  defined herein or the
context otherwise requires,  capitalized terms used in this Agreement shall have
the respective  meanings  assigned to them in Annex A attached hereto and made a
part hereof for all purposes.

                                    ARTICLE 2
                                    PROPERTY

      Subject  to the terms and  provisions  hereof,  and for the  consideration
herein set forth,  Seller agrees to sell, and Purchaser agrees to purchase,  the
following described property located in the City of Jacksonville, Florida:

      2.1 Realty. All those certain tracts,  pieces or parcels of land described
in Exhibit A attached  hereto and made a part  hereof for all  purposes  (herein
referred to as the "Land"),  together with the buildings,  structures,  fixtures
(except for trade fixtures owned by Seller),  paving,  curbing,  trees,  shrubs,
plants,  and  other  improvements  and  landscaping  of every  kind  and  nature
presently situated on, in, or under, or hereafter (but prior to Closing) erected
or installed or used in, on, or about the Land (herein collectively  referred to
as the "Improvements"), and all rights and appurtenances pertaining thereto,


<PAGE>


including,  but not limited to: (i) all right,  title and  interest,  if any, of
Seller,  in and to any land in the bed of any  street,  road or  avenue  open or
proposed in front of or adjoining the Land; (ii) all right,  title and interest,
if any, of Seller, in and to any  rights-of-way,  rights of ingress or egress or
other interests in, on, or to, any land, highway,  street, road, or avenue, open
or proposed, in, on, or across, in front of, abutting or adjoining the Land, and
any awards made, or to be made in lieu thereof,  and in and to any unpaid awards
for damage  thereto by reason of a change of grade of any such highway,  street,
road, or avenue;  (iii) any easement across or adjacent to the Land, existing or
abandoned;  (iv) all right, title and interest, if any, of Seller, in and to all
sewage treatment capacity and water capacity and other utility capacity to serve
the Land and Improvements; (v) all right, title and interest, if any, of Seller,
in and to all oil,  gas, and other  minerals  in, on, or under,  and that may be
produced from the Land; (vi) any reversionary  rights  attributable to the Land;
(vii) all water  rights  appurtenant  to the Land;  and (viii)  all  development
rights,  zoning  classifications  (including,  without  limitation,  variances),
rights as to non-conforming  uses and/or  structures,  vested or "grand-fathered
rights" and other  entitlements  pertaining to the Land (the Land,  Improvements
and all of the other properties, rights and interests mentioned above are herein
collectively referred to as the "Realty");

      2.2 Personalty.  All personal property and equipment owned by Seller as of
the date hereof (or acquired by Seller prior to the Closing,  as herein defined)
and which is directly used in connection  with the  ownership,  use,  operation,
repair and  maintenance  of the  Realty  and is  located  on the Realty  (herein
collectively referred to as the "Personalty") including, but not limited to, all
gas and electric fixtures,  appliances and wiring, engines, boilers,  elevators,
escalators,   incinerators,   motors,  dynamos,  heating  and  air  conditioning
equipment,  sinks, water closets,  basins, pipes,  electrical systems,  faucets,
fire prevention and  extinguishing  apparatus,  central music and public address
systems,  burglar  alarms,  security  systems and  equipment,  shades,  awnings,
screens,  blinds,  installed carpeting,  lamps, drapes,  curtains,  spare parts,
materials and supplies for the ownership, use, operation, maintenance and repair
of the Realty or the  Personalty or both;  provided,  however,  such  Personalty
shall not include Seller's trade fixtures or inventory;

      2.3 Incidental  Rights. To the extent  assignable,  all of Seller's right,
title and interest, in and to and under all contracts, guaranties, warranties or
other agreements (herein  collectively  referred to as the "Incidental  Rights")
relating to the ownership,  construction,  rental,  operation,  maintenance  and
repair  of  the  Realty  and  the  Personalty,  including,  without  limitation,
construction  contracts  relating to  construction of the  Improvements  (herein
collectively  referred to as the  "Construction  Contracts"),  all  contracts or
agreements,  such  as  maintenance,  service,  management,  leasing  or  utility
contracts  relating,  in any  way,  to the  ownership,  use,  leasing,  service,
management,  operation,  maintenance and repair of the Realty and the Personalty
as more particularly set forth in Schedule 2.3 (herein collectively  referred to
as the "Property  Agreements"),  , and all governmental  permits or approvals or
licenses in effect as of Closing  with respect to the  ownership,  construction,
use,  occupancy  and  operation  of the  Realty  and the  Personalty;  provided,
however,  that  the  Incidental  Rights  shall  not  include  (i)  any  Property
Agreements  that Seller  shall  remain  liable for as tenant  under the Lease as
indicated on Schedule 2.3; (ii) any of Seller's  tradenames  or  trademarks;  or
(iii) any Property Agreements that Seller shall not remain liable for as tenant


                                       2
<PAGE>


under the Lease,  but Purchaser,  in its sole  discretion,  requests that Seller
terminate  (and if Seller is unable or unwilling  to  terminate  for any reason,
Seller  must  notify  Purchaser  of such fact in writing at least three (3) days
prior to the expiration of the Review Period); and

      2.4 Plans. All of Seller's right,  title and interest in and to all plans,
drawings,  specifications,  surveys, engineering,  environmental,  inspection or
similar  reports  and other  technical  descriptions  relating to the Realty and
Personalty (herein collectively referred to as the "Plans").

                                   ARTICLE 3
                                EARNEST MONEY AND
                       INDEPENDENT CONTRACT CONSIDERATION

      3.1 Earnest Money.  Purchaser  shall deposit,  as earnest money,  with the
Title Company, to bind this Agreement with Seller, the sum of $25,000.00 (herein
referred to as the "Initial Earnest Money") in the form of cash, cashier's check
or other readily  available funds,  which deposit is to be made within three (3)
business days from and after the Effective  Date. In addition,  Purchaser  shall
deposit,  as  additional  earnest  money,  with the  Title  Company,  the sum of
$25,000.00 (herein referred to as the "Additional Earnest Money") in the form of
cash, cashier's check or other readily available funds, on the expiration of the
Review Period.  The Initial  Earnest Money and the Additional  Earnest Money are
sometimes  collectively  referred to herein as the  "Earnest  Money".  The Title
Company  shall place the Earnest  Money in a fully  federally  insured  interest
bearing  account,  and all interest  earned  thereon  shall become a part of the
Earnest Money as it accrues. If the transaction contemplated hereby closes, then
on the Closing Date (as herein defined), the Earnest Money shall be paid over to
Seller and applied to the Total Purchase Price;  provided,  however,  that where
Purchaser  has the  option to  terminate  this  Agreement,  in the event of such
termination,  then the Earnest Money shall be immediately  returned by the Title
Company to Purchaser. In the event the transaction  contemplated hereby does not
close for any other  reason,  the Earnest Money shall be disbursed in accordance
with the terms  hereof,  subject  to the  reimbursements  to Seller set forth in
Section 10.4 hereof.  In the event that  Purchaser  fails to deposit the Initial
Earnest  Money with the Title  Company as provided in this  Article 3, then this
Agreement  shall become null and void for all purposes,  and the parties  hereto
shall have no further obligations hereunder.

      3.2  Independent  Contract  Consideration.  Within three (3) business days
from and  after the  Effective  Date,  Purchaser  shall  deliver  the sum of One
Hundred  and No/100  Dollars  ($100.00)  directly to Seller in the form of cash,
cashier's  check or  other  readily  available  funds  as  Independent  Contract
Consideration,  which  amount  the  parties  bargained  for  and  agreed  to  as
consideration  for  Purchaser's  exclusive  right to inspect  and  purchase  the
Project  pursuant to this  Agreement  and for Seller's  execution,  delivery and
performance of this Agreement.  The  Independent  Contract  Consideration  is in
addition to and independent of any other  consideration  or payment  provided in
this Agreement, is non-refundable,  and it is fully earned and shall be retained
by Seller  notwithstanding  any other  provisions of this Agreement and shall be
credited against the Total Purchase Price at Closing.


                                       3
<PAGE>


                                   ARTICLE 4
                                 PURCHASE PRICE

      4.1 Total Purchase  Price.  The total purchase price (the "Total  Purchase
Price") for the sale and  purchase of the Project is Seven  Million Five Hundred
Thousand  and  No/100  Dollars  ($7,500,000.00).  At  Closing,  subject  to  the
provisions of Section 4.2 hereof,  Purchaser shall pay the Total Purchase Price,
in cash, by bank cashier's  check or wire  transfer,  through the account of the
Title Company, to Seller or as otherwise directed by Seller in writing.

      4.2 Deduction from Purchase  Price. In the event that Seller is a "foreign
person" (as defined in Internal Revenue Code Section  1445(f)(3) and regulations
issued  thereunder)  or in the event that Seller fails or refuses to deliver the
non-foreign  affidavit required in Section 10.2(11) hereof, or in the event that
Purchaser    receives   notice   from   any    seller-transferor's    agent   or
purchaser-transferee's  agent (each as defined in Internal  Revenue Code Section
1445(d) and the  regulations  issued  thereunder)  that, or Purchaser has actual
knowledge  that,  such affidavit is false,  Purchaser  shall deduct and withhold
from the Total  Purchase  Price a tax equal to ten  percent  (10%)  thereof,  as
required  by  Internal  Revenue  Code  Section  1445.  In the  event of any such
withholding,  Seller's  obligation to deliver  title  hereunder and to otherwise
perform  all of its  obligations  hereunder  shall not be excused  or  otherwise
affected.  Purchaser  shall remit such withheld  amount to and file the required
form  with  the  Internal  Revenue  Service,  and in the  event  of any  claimed
over-withholding,  Seller  shall be  limited  solely  to an action  against  the
Internal Revenue Service for refund (under Regulation Section 1.1464-1(a)),  and
hereby  waives  any  right  of  action  against  Purchaser  on  account  of such
withholding.  The  provisions of this Section 4.2 shall survive the Closing Date
hereunder without limit as to time.

                                   ARTICLE 5
                                     SURVEY

      5.1 Survey.  Within twenty (20) days after the Effective Date,  Seller and
Purchaser agree, (i) to cause a registered,  licensed state surveyor approved by
the Title  Company  to  prepare a new and  updated  on the  ground  survey  (the
"Survey")  of the Realty,  and (ii) to deliver to  Purchaser  at least three (3)
copies,  to Purchaser's  counsel at least one (1) copy, and to the Title Company
at least one (1) copy of the Survey plat and a certificate under the seal of the
surveyor,  which  Survey shall  satisfy all of the  reasonable  requirements  of
Purchaser's  Lender and,  without  limiting the foregoing,  shall:  (a) meet the
"Minimum  Standard  Detail  Requirements  for ALTA/ACSM  Land Title  Surveys" as
adopted by the  American  Land  Title  Association,  the  American  Congress  on
Surveying and mapping,  and the National  Society of  Professional  Surveyors in
1997,  including  items 1 through 4, 6 through  11, and 13 through 16 of Table A
thereto; and (b) include the surveyor's  registered number and seal, the date of
the Survey (which shall be no earlier than the Effective  Date), and a narrative
certificate  certifying that the survey has been prepared in accordance with the
foregoing-described  ALTA/ACSM Standards,  and containing such other information
as Purchaser's Lender may reasonably require.


                                       4
<PAGE>


      Without limiting the foregoing,  the Survey shall be in form and substance
acceptable to the Title Company as a basis for deleting,  to the maximum  extent
permitted by  applicable  title  insurance  regulations,  the  standard  printed
exceptions  relating to survey matters in the Owner's Policy of Title  Insurance
to be delivered by Seller as hereinafter provided.  For purposes of the property
description to be included in the Deed, the field notes prepared by the surveyor
shall control any conflicts or inconsistencies with the description herein.

                                   ARTICLE 6
                     TITLE COMMITMENT AND CONDITION OF TITLE

      6.1 Title  Commitment.  Within twenty (20) days after the Effective  Date,
Seller and Purchaser  agree to cause the Title Company to furnish  Purchaser and
its counsel a  Commitment  for  Owner's  Policy of Title  Insurance  (the "Title
Commitment")  prepared and issued by the Title Company  describing  and covering
the Realty, listing Purchaser as the prospective name insured and showing as the
policy amount the Total Purchase Price,  which Title Commitment shall constitute
the  commitment  of the Title  Company  to  insure,  by title  insurance  in the
standard  form of an Owner's  Policy of Title  Insurance  in use in the State of
Florida,   Purchaser's   title  to  the  Realty  to  be  good,   marketable  and
indefeasible,  subject only to those  exceptions as may be approved by Purchaser
or as  hereinafter  provided  (herein  referred to  collectively  as  "Permitted
Exceptions")  and to the standard printed  exceptions  contained in the standard
form of Owner's  Policy of Title  Insurance,  except that, to the maximum extent
permitted by applicable  title insurance  regulations  and at Seller's  expense,
such standard exceptions shall be modified as follows:  (i) the standard printed
form survey  exception shall be amended to read only  "shortages in area",  (ii)
the standard  exception as to the lien for taxes shall be limited to the year of
Closing and subsequent  years,  and shall be endorsed "Not Yet Due and Payable,"
with respect to such years.  (iii) there shall be no exception  for "visible and
apparent easements" or for "public or private roads" or the like, and (iv) there
shall be no exception for "rights of parties in possession",  except for Seller,
as tenant under the Lease and any Purchaser approved subtenants, if any.

      6.2 UCC Report.  Within twenty (20) days after the Effective Date,  Seller
and Purchaser  shall obtain and provide to Purchaser a report (the "UCC Report")
of  searches  made of the  Uniform  Commercial  Code  Records  of Duval  County,
Florida,  the Real Property Records of Duval County,  Florida, and the Office of
the Secretary of State, State of Florida and the state of Seller's incorporation
or creation,  indicating whether the Project is subject to any liens or security
interests  (other than liens and  security  interests,  if any,  which are to be
released at the Closing).

      6.3 Disclosure of Exceptions by Survey,  Title  Commitment and UCC Report.
Title Company shall furnish Purchaser and its counsel legible and true copies of
the  instruments  creating any title  exceptions,  and Purchaser and its counsel
shall  have  fifteen  (15)  business  days  after  the date of  receipt  of such


                                       5
<PAGE>


instruments  by Purchaser  and its counsel  (provided  Purchaser and its counsel
shall have received all of the Title Commitment,  UCC Report and Survey) ("Title
Objection Period") to approve in writing the exceptions, in Purchaser's sole and
absolute discretion. The exceptions or conditions to title set forth on Schedule
6.3  attached  hereto and the  matters  affecting  title  created by  Purchaser,
expressly  assumed by Purchaser,  or created with the prior  written  consent of
Purchaser,  are  acceptable  to  Purchaser  and  are  deemed  to  be  "Permitted
Exceptions" for purposes of this Agreement. If the Title Commitment,  UCC Report
and Survey disclose any objections to title other than the Permitted Exceptions,
which would materially  interfere with Purchaser's intended use of the Property,
Seller shall have a  reasonable  time,  not to exceed  twenty (20) days from the
date such objections are made known in writing to Seller,  to provide  Purchaser
with notice that Seller intends to cure such  objections  prior to Closing.  Any
curative material shall be filed by Seller, at its sole cost and expense,  prior
to or at Closing.

      Seller  agrees  to spend up to  $10,000  to cure any  unacceptable  title,
survey or UCC exceptions (exclusive of monetary liens which Seller has agreed to
cure as  hereinafter  provided in this Section 6.3);  provided,  however,  in no
event  will  Seller be  obligated  to incur  costs in excess of  $10,000  in the
aggregate  or  institute  legal  proceedings  to  do  so.   Notwithstanding  the
foregoing,  Seller shall also satisfy any monetary liens on the Project  created
by Seller (or will cause the Project to be released from said  monetary  liens).
If the cost to cure exceeds  $10,000 and Seller shall (x) elect (or be deemed to
have elected) not to cure any such  unacceptable  title exceptions or (y) not so
cure any other unpermitted  exceptions on or before the Closing Date,  Purchaser
may as its  sole  and  exclusive  remedy  and at its  sole  option,  either  (i)
terminate this Agreement by written notice to Seller, in which event the Earnest
Money shall be returned to  Purchaser  and neither  party shall have any further
rights,  obligations,  or  liabilities  hereunder  except  with  respect  to any
surviving obligations  hereunder,  or (ii) waive any objections to the condition
of title to the Project and close the transaction  contemplated hereby without a
reduction  in the  Total  Purchase  Price,  in  which  event,  any  such  waived
objections will be deemed to be Permitted Exceptions. Any instrument in order to
cure a defect in the  insurability  of title as provided herein shall be in such
form as may be  reasonably  required by the Title  Company  and to satisfy  said
Title Company sufficiently for them to certify the said facts and/or to omit any
exception to title, and/or to guarantee to Purchaser and Purchaser's Lenders, if
any, against collection of any item out of the Project and, without limiting the
foregoing,  the same shall  include,  if  necessary,  affidavits  or consents of
officers and directors of Seller on behalf of Seller.  If the Project is subject
to any liens,  including  without  limitation,  transfer,  inheritance,  estate,
franchise, license or other similar taxes or mechanics liens, the same shall not
be deemed an objection to title,  provided  that the Title Company will issue or
bind  itself to issue its title  policy  which  will  insure  Purchaser  against
collection of said liens from the Project.  If Purchaser  does not notify Seller
within the 15-day period for an unacceptable  title matter, the Title Commitment
will be deemed approved and, except as otherwise expressly set forth herein, all
matters shown thereby will be deemed to be Permitted Exceptions.

      6.4 New  Exceptions.  If between  the  expiration  of the Title  Objection
Period and the Closing Date,  an updated  title report shows any new  exceptions
not  shown  on  the  Title  Commitment,  or an  updated  survey  shows  any  new
encroachments  or other survey matters not existing  during the Title  Objection


                                       6
<PAGE>


Period  and  such  new  exception  is  not   otherwise  a  Permitted   Exception
(collectively,  "New  Exceptions"),  then,  provided  such New  Exception  would
materially  interfere with  Purchaser's  intended use of the Project,  Purchaser
shall have the right to give Seller  written notice of same within ten (10) days
of  Purchaser's  receipt of notice  from the Title  Company or  surveyor  of the
existence of any such New Exception, and in such instance the parties shall have
the same rights and  obligations  as to title  encumbrances  and  exceptions and
survey matters object to during the Title  Objection  Period.  If Purchaser does
not give notice of any such New  Exceptions  to Seller  during such ten (10) day
period,  Purchaser  shall  be  conclusively  presumed  to have  waived  such New
Exceptions  and to have agreed to accept  title  subject to such New  Exceptions
(which shall  thereupon be deemed to be Permitted  Exceptions),  and the Closing
shall occur without any credit or abatement of the Total Purchase Price.

                                   ARTICLE 7
                           STUDIES AND SELLER REPAIRS

      Without  in any way  limiting  any other  duties of  Seller  hereunder  to
provide information to Purchaser,  promptly following the Effective Date, Seller
shall provide to Purchaser copies of all environmental and engineering  studies,
reports and  information of which Seller has Actual  Knowledge,  but only to the
extent that such studies,  reports and information are in Seller's possession or
reasonably available to Seller,  including,  without limitation,  correspondence
from  Governmental  Authorities,  concerning the  environmental,  mechanical and
structural  condition of the Realty.  Should disclosure of any such materials be
restricted  or limited then Seller shall  inform  Purchaser of such  restriction
with a brief summary  description of the materials not  disclosed.  In addition,
subject  to the  provisions  of Article  16  hereof,  during  the Review  Period
Purchaser  and its  contractors  and  representatives,  shall  have the right to
conduct any and all appraisals, environmental,  mechanical or structural studies
and tests of the Realty (including,  without  limitation,  Phase I Environmental
Site  Assessment  and  asbestos  and lead paint  studies)  which  Purchaser  and
Purchaser's Lender, in their reasonable discretion,  deem necessary to determine
whether the Realty is suitable for  Purchaser's  intended use. In the event that
it is determined  that a Phase II  Environmental  Site  Assessment is necessary,
such as assessment shall not be conducted  without the prior approval of Seller.
If Seller refuses to allow such Phase II  Environmental  Site  Assessment,  then
Purchaser  shall have the right to (i) waive  such  requirement  and  proceed to
Closing,  or (ii) terminate  this  Agreement in which case this Agreement  shall
terminate  and the Title Company shall return the Earnest Money to Purchaser and
the  parties  hereto  shall have no further  obligations  under this  Agreement,
except as may otherwise be provided  herein.  Purchaser  shall make available to
Seller copies of all studies,  reports or information in Purchaser's  possession
generated as a result of its inspection of the Project.

      Prior to entering the Project for any  purpose,  Purchaser  shall  furnish
Seller with  evidence  of  liability  insurance  coverage.  Purchaser  agrees to
conduct all tests and  inspections on the Project  during normal  business hours
and in  such  a  manner  as to  minimize  interference  with  Seller's  business
operations;  provided, however, that Seller agrees to make reasonable efforts to
accommodate  Purchaser's  activities.  Purchaser  agrees to repair any  physical
damage to the Project caused by Purchaser's  entry onto the Project.  Should any


                                       7
<PAGE>


engineering study indicate the need for immediate repairs, Seller shall elect to
either (i) agree to complete  such  repairs  prior to Closing,  (ii)  subject to
approval  by  Purchaser's  Lender,  agree  to  complete  such  repairs  within a
reasonable  timeframe after Closing,  in which case Seller agrees to escrow 125%
of the estimated  cost of such repairs at Closing,  or (iii) refuse to make such
repairs.  Any escrow  agreement  entered into in  connection  with such escrowed
funds shall allow  reasonable  periodic  disbursements  to reimburse  Seller for
documented  expenses  incurred as a result of such required  repairs and for the
release of any escrowed funds not used in making such repairs. In the event that
Seller is unable to complete such repairs prior to Closing,  refuses to complete
such repairs or to deposit 125% of the estimated costs into escrow, Seller shall
so notify Purchaser in writing and Purchaser shall have the option to (i) extend
the Closing Date as necessary to complete such repairs,  (ii) waive such repairs
and proceed to Closing,  or (iii)  terminate  this  Agreement in which case this
Agreement  shall  terminate and the Title Company shall return the Earnest Money
to Purchaser and the parties hereto shall have no further obligations under this
Agreement, except as may otherwise be provided herein.

                                   ARTICLE 8
         REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER

      To induce  Purchaser  to enter into this  Agreement  and to  purchase  the
Project, Seller hereby represents and warrants to, and covenants and agrees with
Purchaser,  as follows,  with the  understanding and intention that Purchaser is
relying  upon the  accuracy  of such  representations  and  warranties,  and the
agreement of Seller to comply with and perform such  covenants  and  agreements,
which  representations,  warranties,  covenants and  agreements  shall be deemed
(except as provided below) to be made by Seller to Purchaser as of the Effective
Date and as of the Closing Date and  thereafter (it being  understood  that such
representations,  warranties,  covenants and agreements shall not be merged into
the  documents to be executed on the Closing  Date but rather shall  survive for
the period set forth in Section 17.4 of this  Agreement),  and this Agreement is
contingent  upon and subject to the truth and  accuracy of such  representations
and  warranties,  and the full and complete  satisfaction  of such covenants and
agreements,  and in the event such  representations  and warranties are not true
and  accurate  as of  Closing  and any such  covenants  and  agreements  are not
satisfied prior to Closing,  Purchaser shall have the option of terminating this
Agreement  at any time  prior to  Closing,  whereupon  the Title  Company  shall
promptly  return the Earnest Money to Purchaser and all parties  hereto shall be
released from any and all  liability  hereunder  except as set forth herein,  or
Purchaser  may, at its sole  option and  discretion,  waive in writing  Seller's
satisfaction of any such  representations,  warranties,  covenants or agreements
and  consummate the  transaction  contemplated  hereby (it being  understood and
agreed by Seller and  Purchaser  that  Seller  shall  remain  liable  during the
survival  period  provided for in Section  17.4 hereof for all  representations,
warranties,  covenants and  agreements  made by Seller in this Agreement and not
expressly waived in writing by Purchaser as hereinabove provided):


                                       8
<PAGE>


(1) From the  Effective  Date until the  Closing,  Seller shall (i) maintain the
Project in, or, if  necessary,  restore  the Project to, its present  condition,
subject to reasonable wear and tear,  damage,  casualty and  condemnation;  (ii)
continue to operate the Project in a good,  businesslike manner; and (iii) shall
not modify or alter, in any material respect, any repair or maintenance programs
or policies now in effect with  respect to the  Project,  except as necessary to
accommodate a Purchaser approved subtenant, if any.

(2) Seller has delivered to Purchaser copies of all insurance  policies relating
to the Project.  Seller shall continue all such insurance policies in full force
and effect  through  the  Closing  Date,  and Seller  shall  neither  cancel nor
materially amend any of the same without Purchaser's prior written consent,  not
to be unreasonably withheld.

(3) To best of Seller's  Actual  Knowledge,  Seller has not received  within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
notices or  requests  from any  carrier  of any  insurance  with  respect to the
Project,  and Seller  shall  immediately  deliver  copies of any such  notice or
request to Purchaser received after the Effective Date.

(4) To the best of Seller's Actual Knowledge, Seller has not received within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
written or oral notices or requests  from any  mortgagee,  insurance  company or
Board of Fire  underwriters,  or any organization  exercising  functions similar
thereto, requesting the performance of any work or alterations in respect to the
Project which have not been performed.

(5) From the  Effective  Date through the Closing  Date,  Seller shall not enter
into any new Property  Agreements without the prior written consent of Purchaser
unless such new Property Agreements are cancelable on or before the Closing Date
or Seller agrees to remain  liable for such  Property  Agreement as tenant under
the  Lease.  The  copies  of the  Property  Agreements  delivered  to  Purchaser
hereunder are true,  accurate and complete,  and, to the best of Seller's Actual
Knowledge,  Seller has received no notice and has no knowledge of any  material,
uncured  breach or default by Seller or by any other  party  under the  Property
Agreements.  Prior to the Closing Date,  Seller shall comply with each and every
material undertaking,  covenant and obligation under the Property Agreements and
the same  shall not be  materially  modified,  amended,  terminated,  renewed or
otherwise  altered  without  the  prior  written  consent  of  Purchaser,  which
Purchaser consent shall not be unreasonably withheld.

(6) There is no actual or pending action, suit, claim, litigation, or proceeding
by any entity, individual or governmental agency affecting Seller or the Project
which  would  in any way  constitute  a lien,  claim or  obligation  of any kind
against the Project,  and to the best of Seller's Actual Knowledge,  there is no
such action, suit, claim, litigation or proceeding threatened.


                                       9
<PAGE>


(7) There are no pending  condemnation  or similar  proceedings  or  assessments
affecting  the Project or any part thereof,  nor to the best of Seller's  Actual
Knowledge,   are  any  such  assessments  or  proceedings  contemplated  by  any
Governmental Authority.

(8) No restrictive  covenant or zoning (or its equivalent)  classification  (or,
other  Governmental  Requirement) is materially  violated by the present use and
maintenance of the Project and appurtenant uses (including,  without limitation,
parking uses associated with the Project), and, there are no proceedings pending
to change such zoning (or its equivalent)  classification,  and Seller shall not
itself apply for or acquiesce in any such change.

(9) To the best of Seller's Actual Knowledge, Seller has not received within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
notice of any breach of any  Governmental  Requirement or  restrictive  covenant
which remains uncured, and is not under any order of any Governmental Authority,
with  respect to the Project or the  Seller's  present use and  operation of the
Project.

(10) The  execution of this  Agreement,  the  consummation  of the  transactions
herein  contemplated,  and the  performance and observance of the obligations of
Seller hereunder and under any and all other  agreements and instruments  herein
mentioned  to which  Seller is a party will not  conflict  with or result in the
breach of any  Governmental  Requirement  or of any  agreement or  instrument to
which Seller is now a party or to which it is subject,  or  constitute a default
thereunder,  and does not require  Seller to obtain any  consents  or  approvals
from, or the taking of any other actions with respect to any third parties.

(11) Seller has all requisite power and authority to carry on Seller's  business
as it is now being conducted and to enter into and perform this  Agreement.  The
execution  of  this  Agreement,  the  consummation  of the  transactions  herein
contemplated,  and the  performance  or observance of the  obligations of Seller
hereunder  and  under  any and  all  other  agreements  and  instruments  herein
mentioned to which Seller is a party have been duly  authorized by all requisite
action and are enforceable  against Seller in accordance  with their  respective
terms. The individual executing this Agreement on behalf of Seller is authorized
to act for and on behalf of and to bind Seller in connection with this Agreement
and in so doing to bind Seller to all of the terms and provisions hereof.

(12) The financial  statements,  reports, and other data relative to the Project
heretofore  furnished  by  Seller  to  Purchaser  are (and all such  statements,
reports,  information, and other data hereafter furnished by Seller to Purchaser
will be) true and  correct in all  material  respects,  and fairly  reflect  the
financial condition, the financial results or other subject matter thereof as of
the dates thereof.

(13) All of the  Personalty is and shall be owned by Seller on the Closing Date,
free and clear of all liens, encumbrances, and security interests.


                                       10
<PAGE>


(14) There are no labor  disputes,  organizational  campaigns or union contracts
existing  or under  negotiation  as of the  Effective  Date with  respect to the
Project for the construction,  maintenance and operation thereof,  and there are
no employees or associates,  either of Seller or any other  employer  engaged in
the  construction,  operation and maintenance of the Project,  to whom Purchaser
shall, at or after the Closing Date, have any obligation whatsoever.

(15) Seller has maintained and does presently  maintain in full force and effect
all Environmental  Permits necessary or required for the ownership and operation
of the Project,  and Seller has provided,  or will  provide,  copies of all such
Environmental Permits to Purchaser for its review.

(16) There will not as of the Closing Date exist any Environmental  Condition on
or at the Realty or any other matter on or connected with the Project that would
cause  the  imposition  on  Purchaser  of  Environmental   Liabilities  if  such
Environmental   Condition  or  other  matter  were  disclosed  to   Governmental
Authorities.

(17) As of the Effective Date and as of the Closing Date Seller is not currently
operating nor is it required to be operating  the Project  under any  compliance
order,  decree or  similar  agreement;  any  consent  decree,  order or  similar
agreement;  and/or any  corrective  action  decree,  order or similar  agreement
issued  by  or  entered  into  with  any   Governmental   Authority   under  any
Environmental Law.

(18) Except as disclosed in any Phase I Environmental Site Assessment  delivered
to  Purchaser,  no Hazardous  Materials  have been dumped,  landfilled,  stored,
located or disposed of on the Realty.

(19) To the best of Seller's Actual Knowledge,  there has not been in respect to
the Project,  within the eighteen (18) consecutive months immediately  preceding
the  Effective  Date,  any  emission  (other than steam or water vapor) into the
atmosphere or any  discharge,  direct or indirect,  of any  pollutants  into the
waters of the State of  Florida  or the  United  States of  America  other  than
domestic sewage discharged into a publicly owned treatment facility.

(20) To the extent within  Seller's  possession  or available to Seller,  Seller
shall  provide  Purchaser  and its  employees,  representatives  and agents with
access to the  Project and shall make  available  for review and copying (if not
otherwise required to be furnished to Purchaser as herein provided),  warranties
and  guaranties  directly  relating  to the  Project,  income  and  expense  and
operating data directly  relating to the Project,  licenses and permits directly
relating  to the  Project,  all fire,  hazard,  liability,  and other  insurance
policies  held by Seller with  respect to the  Project,  all  appraisals  of the
Project made within the last five years,  engineer's or  architect's  studies or
reports with respect to the Project, and any and all books, records,  contracts,
and any other documents or information directly relating to the Project.  Seller
makes no  representations  or warranties  as to the accuracy of the  information
contained in any third party documents  provided to Purchaser in accordance with
this Section 20; provided,  however,  that Seller  represents that all documents
provided shall be true and correct copies of the same. To the extent that Seller
is  prohibited  by  law  or  agreement   from   providing   Purchaser  with  any


                                       11
<PAGE>


documentation that Seller is otherwise obligated to provide to Purchaser, Seller
shall provide  Purchaser with written  notice  briefly  describing the nature of
such  documentation  and  the  reason  why the  same  may  not be  delivered  to
Purchaser.  Seller shall  nevertheless  continue to make reasonable  attempts to
obtain such documentation and provide same to Purchaser.  Seller shall cooperate
and assist Purchaser in the inspection of such documents,  items and information
and in any other inspection by Purchaser  provided for hereunder,  provided that
any such inspection  shall be conducted  during normal business hours or at such
other time as is reasonable or necessary to conduct the inspection and shall not
unreasonably  interfere with the normal business operations of Seller, and shall
be subject to the conditions set forth in Article 16 hereof.

(21) From the  Effective  Date through the Closing Date,  Seller shall  promptly
notify  Purchaser  of any  material  change  with  respect to the Project or any
information  heretofore or hereafter  furnished to Purchaser with respect to the
Project, including specifically,  but without limitation, any change which would
make  any  portion  of  this  Agreement,   including,  without  limitation,  the
representations,  warranties, covenants and agreements contained in this Article
8 untrue or materially misleading.

(22) To the extent  that  Seller's  representations  and/or  warranties  in this
Article 8 are  limited  to the  "Actual  Knowledge"  of any  particular  natural
persons,  Seller  warrants and represents  that such persons are the most likely
officers,  directors  and/or employees of Seller to be familiar with the matters
to which the respective representation and/or warranty pertains.

                                   ARTICLE 9
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser hereby warrants and represents to Seller as follows:

      (1) Purchaser is a limited  partnership  duly organized  under the laws of
the State of Texas,  and has full power to execute,  deliver  and  perform  this
Agreement.

      (2) The execution of this Agreement,  the consummation of the transactions
herein  contemplated,  and the  performance or observance of the  obligations of
Purchaser  hereunder  have been duly  authorized  by  requisite  action  and are
enforceable  against  Purchaser in accordance with their  respective  terms. The
individuals  executing  this  Agreement on behalf of Purchaser are authorized to
act  for  and on  behalf  of and to  bind  Purchaser  in  connection  with  this
Agreement.

      (3) The execution of this Agreement,  the consummation of the transactions
herein  contemplated,  and the  performance and observance of the obligations of
Purchaser  hereunder  and  under any and all other  agreements  and  instruments
herein  mentioned to which Purchaser is a party will not conflict with or result
in the breach of any Governmental  Requirement or of any agreement or instrument
to which  Purchaser  is now a party or to which it is subject,  or  constitute a
default  thereunder,  and does not require  Purchaser  to obtain any consents or
approvals  from,  or the taking of any other  actions  with respect to any third
parties.


                                       12
<PAGE>


      (4) Other than the liens and security  interests which shall be granted to
Purchaser's  Lender at Closing,  Purchaser has not granted any security interest
or liens which shall affect the Project.

                                   ARTICLE 10
                                     CLOSING

      10.1 Closing  Date.  Unless  extended as provided in this  Agreement,  and
provided  Purchaser  does not terminate  this  Agreement in accordance  with its
terms and all other  conditions  set forth herein are  satisfied,  Purchaser and
Seller shall  consummate and close the  transactions  contemplated  hereby on or
before  fifteen  (15) days after the  expiration  of the Review  Period,  unless
Purchaser  and  Seller  agree to an  earlier  date (the  actual  date of Closing
hereunder  being  herein  referred to as the  "Closing  Date"),  during  regular
business  hours in the offices of the Title  Company,  or such other location as
may be mutually  agreed to by the parties.  For the purposes of this  Agreement,
the actual  consummation  and closing of the purchase and sale  contemplated  by
this Agreement is herein referred to sometimes as the "Closing".

      10.2 Items to be Delivered by Seller on Closing  Date. On the Closing Date
(or soon  thereafter  with  regard to the  Owner's  Policy of Title  Insurance),
provided  all  conditions  set forth  herein  have been fully  satisfied  and/or
complied  with,  Seller shall deliver for the benefit of Purchaser the following
(all of which shall be duly executed,  witnessed and notarized where appropriate
and, where appropriate, be in recordable form):

            (1)  Special  Warranty  Deed  (the  "Deed")  in form  and  substance
reasonably satisfactory to Seller and Purchaser,  which Deed shall (i) convey to
Purchaser good, marketable and indefeasible fee simple title to the Realty, (ii)
bind Seller and its  successors  and  assigns to warrant and forever  defend the
Realty unto  Purchaser  and its  successors  and assigns  against  every  person
claiming  same or any  part  thereof,  by,  through  or  under  Seller,  but not
otherwise,  and (iii) be free and clear of all liens,  encumbrances,  covenants,
restrictions and other matters, except for the Permitted Exceptions.

            (2)  An  Estoppel  Certificate  in  form  and  substance  reasonably
acceptable to Seller,  Purchaser and Purchaser's Lender, duly executed by Seller
as tenant.

            (3) A Bill of Sale conveying the  Personalty to Purchaser.  The Bill
of Sale  shall  be  prepared  by  Purchaser  in form  and  substance  reasonably
satisfactory  to Seller and Purchaser,  and shall contain a special  warranty of
title, subject only to the Permitted Exceptions.

            (4)  Assignment  of  Incidental  Rights  and  Plans  and  all  other
documents   affecting  the  Realty  and  Personalty   and/or  the  construction,
furnishing and equipping thereof,  including, but not limited to, all warranties


                                       13
<PAGE>


and  guaranties  under the  Construction  Contracts  and  equipment  warranties.
Additionally,  Seller shall use its  reasonable  efforts to cause each person or
entity  who has  issued a valid  general  contractor's  or other  warranty  with
respect  to the  Project to execute an  instrument  in favor of  Purchaser  that
acknowledges  and  consents  to the  assignment  of such  warranty  by Seller to
Purchaser.  The Assignment  shall be prepared by Purchaser in form and substance
reasonably satisfactory to Seller and Purchaser.

            (5) All  Property  Agreements,  the  Plans,  licenses  and  permits,
certificates of occupancy, certificates of compliance, tenant files, all studies
with  respect to the  functional  aspects  of the  Project,  including,  without
limitation,  soil and  compaction  tests,  flooding  studies  and  environmental
studies; all extra promotional  brochures,  posters, signs and other advertising
materials  relative to the  operation of the Project;  copies of all other books
and records  relating to the ownership and operation of the Project;  and copies
of the Construction Contracts and all amendments relating thereto.

            (6) A "Bills  Paid  Affidavit"  verifying  that  there are no unpaid
bills or claims for labor performed or materials  furnished to the Project by or
at the instance of Seller prior to the Closing Date.

            (7) An Owner's  Policy of Title  Insurance in the face amount of the
Total Purchase Price, in the same form as the revised Title Commitment.

            (8)  Current  records  search  results   reasonably   acceptable  to
Purchaser  reflecting that since the date of the searches  furnished pursuant to
Section 6.2 hereof,  no Uniform  Commercial  Code  filings,  chattel  mortgages,
assignments,  pledges  or other  similar  encumbrances  have  been  filed in the
offices of the Secretary of State of the State of Florida,  in the office of the
County Clerk of Duval County,  Florida,  or in any other appropriate offices for
the filing of such  documents  in the State of  Florida  with  reference  to the
Project.

            (9) A certificate,  executed and sworn to by Seller, confirming that
(i) as of the Closing Date, all of the warranties and  representations set forth
in  Article 8 hereof  are true and  correct in all  material  respects,  and all
covenants and agreements set forth in Article 8 hereof have been satisfied, (ii)
Seller has delivered true,  correct and complete original copies of all Property
Agreements entered into by Seller from and after the Effective Date (or, if none
have been entered into, so stating),  and (iii) that no material adverse changes
have occurred with respect to any part of the Project.

            (10) An  operating  statement,  prepared  as of the  last day of the
calendar month preceding the Closing Date,  which fully and accurately  reflects
(and is certified by Seller as fairly reflecting) the results of operations from
the Project since the day that the last such  operating  statement was furnished
to Purchaser.


                                       14
<PAGE>


            (11) If Seller is not a "foreign person" (as defined in the Internal
Revenue Code Section 1445 and the regulations issued thereunder),  a non-foreign
affidavit  containing such  information as shall be required by Internal Revenue
Code Section 1445 and regulations issued thereunder.

            (12) Possession of the Project in  substantially  the same condition
as it exists on the  Effective  Date,  subject to the rights of Seller as tenant
under the Lease and any Purchaser approved subtenants, if any.

            (13) Such  other  documents,  instruments  and  certificates  as are
contemplated  herein to effect  and  complete  the  Closing  including,  without
limitation,  such ordinary and customary  instruments as may be requested by the
Title Company.

            (14) Original  executed  counterparts  of the resolutions of Seller,
and any other  documents as Purchaser shall  reasonably  request to evidence and
confirm the power and authority of Seller to close the transaction  contemplated
herein.

            (15) The Lease, executed by Seller, in form and substance reasonably
acceptable to both Seller, as tenant, and Purchaser, as landlord.

      10.3 Items  Delivered By Purchaser on Closing  Date.  On the Closing Date,
provided  all  conditions  set forth  herein  have been fully  satisfied  and/or
complied with,  Purchaser  shall deliver for the benefit of Seller the following
(all  of  which  shall  be  duly  executed,   witnessed,  and  notarized,  where
appropriate, and, where appropriate, be in recordable form):

            (1)   The Total Purchase Price.

            (2) Original  executed  counterparts of the resolutions of Purchaser
or other  documents as Seller shall  reasonably  request to evidence and confirm
the power and  authority  of  Purchaser  to close the  transaction  contemplated
herein.

            (3)  Such  other  documents,  instruments  and  certificates  as are
contemplated  herein to effect  and  complete  the  Closing  including,  without
limitation,  such ordinary and customary  instruments as may be requested by the
Title Company.

            (4)  The  Lease,  executed  by  Purchaser,  in  form  and  substance
reasonably acceptable to both Seller, as tenant, and Purchaser, as landlord.

            (5) A subordination,  non-disturbance and attornment  agreement in a
form  reasonably  acceptable  to Seller,  as  tenant,  and  Purchaser's  Lender,
executed by Purchaser's Lender.


                                       15
<PAGE>


      10.4 Closing Costs and Attorneys'  Fees. On the Closing Date (i) Purchaser
shall pay  Purchaser's  attorneys'  fees;  all fees  incurred  by  Purchaser  in
connection with the Financing; the costs of preparing and recording the Deed and
other conveyancing  documents;  all mortgage or similar taxes and recording fees
associated  with the  Financing and the liens  securing the same;  and any other
costs incurred by Purchaser and all other costs which Purchaser has specifically
agreed to bear in other parts of this  Agreement,  and (ii) Seller shall pay any
transfer taxes and/or real estate  transfer fees incident to the delivery of the
Deed and other  conveyancing  documents  required  of Seller  herein;  all fees,
expenses and penalties  relating to the payoff of existing  notes secured by the
Project or any part  thereof,  and the  release  of any deed of trust  liens and
other  liens  associated  therewith  to the extent  such  liens were  created by
Seller;  the cost of examining,  insuring  and, to the extent the  obligation to
cure is  otherwise  imposed on Seller  under this  Agreement,  curing  title (if
necessary)  to the Project,  as provided for herein  (including  the cost of the
premium of the Owner's  Policy of Title  Insurance and the  Mortgagee  Policy of
Title Insurance (including any endorsements  thereto)) to be provided hereunder;
the  cost  of  the  Survey;  the  cost  of the  UCC  reports;  all  engineering,
environmental and appraisal reports,  the cost of Seller's  attorneys' fees; any
other  costs  incurred  by  Seller;   and  all  other  costs  which  Seller  has
specifically  agreed  to bear in  other  parts  of this  Agreement.  Seller  and
Purchaser  shall share equally all escrow fees charged by the Title Company.  In
the  event  no  agreement  is  contained  herein  respecting  the  payment  of a
particular cost or expense  required to be incurred by Seller in connection with
this  Agreement,  such cost or expense shall be paid by Seller.  In the event no
agreement is contained  herein  respecting  the payment of a particular  cost or
expense  required to be incurred by Purchaser in connection with this Agreement,
such cost or expense shall be paid by Purchaser.  Notwithstanding the foregoing,
in the event that this  Agreement is  terminated  by  Purchaser  pursuant to its
rights under Articles 15 or 16 herein, Purchaser shall promptly reimburse Seller
for the cost of all engineering, environmental and appraisal reports prepared at
the  request  of  Purchaser  or  Purchaser's  Lender up to a  maximum  amount of
$18,000.  The Title Company shall reimburse such costs to Seller, on Purchaser's
behalf, from the Earnest Money upon its receipt of invoices for such costs which
have been reasonably approved by Purchaser.

      10.5  Prorations.  There  shall be no  prorations,  credits  or offsets at
Closing  for  ad  valorem  taxes,  special  assessments  and  Project  operating
expenses.  Both Seller and Purchaser agree that Seller is currently  responsible
for payment of such  expenses  and shall,  to the extent  provided in the Lease,
continue to be responsible  for such expenses  accruing  against the Project for
periods of time from and after the Closing Date under the Lease.

                                   ARTICLE 11
                       DESTRUCTION, DAMAGE OR CONDEMNATION

      Prior to the Closing Date, risk of loss with regard to the Project and the
construction,  ownership,  operation, management or maintenance thereof shall be
borne by Seller.  If, prior to the Closing  Date,  all or a material part of the
Project is subjected to a bona fide threat of  condemnation by a body having the
power of eminent domain,  or included in whole or in part in a governmental plan
or  proposal  which may result in the  taking of all or a  material  part of the
Project,  or is taken  by  eminent  domain  or  condemnation  (or a sale in lieu


                                       16
<PAGE>


thereof),  or all or a significant (by which term is meant damage or destruction
where the estimated costs of restoration exceed $100,000.00) part of the Project
is damaged or destroyed  by fire or other  casualty,  Purchaser  may, by written
notice to Seller,  given  within  thirty (30) days after  Purchaser's  receiving
actual notice of such plan or proposal,  threat of  condemnation,  condemnation,
damage,  destruction,  or sale, elect to rescind and cancel this Agreement,  and
upon such  rescission  and  cancellation,  the Title  Company  shall  return the
Earnest  Money to  Purchaser  and none of the  parties  shall  have any  rights,
obligations or liabilities  hereunder,  except as set forth herein.  The Closing
Date shall be postponed,  if necessary,  to grant Purchaser such thirty (30) day
period. If Purchaser does not elect so to rescind, or if less than a significant
part of the  Project is damaged or  destroyed  by fire or other  casualty,  this
Agreement shall remain in full force and effect,  and the purchase  contemplated
herein,  less  any  property  destroyed  by fire or other  casualty  or taken by
eminent domain or condemnation,  or sold in lieu thereof, shall be effected with
no further adjustments, and the provisions of the Lease shall govern any actions
required  to  be  taken  by  Purchaser  and  Seller  in  connection   with  such
condemnation,  damage,  destruction, or sale. If this Agreement is not rescinded
by Purchaser  as set forth above,  at such time as all or part of the Project is
subject to a bona fide threat of condemnation as hereinabove provided, Purchaser
shall be permitted to  participate  in the  proceedings  as if Purchaser  were a
party to the action.

                                   ARTICLE 12
                             REAL ESTATE COMMISSIONS

      Purchaser and Seller mutually  represent and warrant to each other that it
dealt with no real  estate  brokers  in the  transactions  contemplated  by this
Agreement, and that no brokerage fees, commissions, or other remuneration of any
kind are due in connection  herewith.  Seller shall  forever  indemnify and hold
harmless  Purchaser  against  and in  respect  of any  and all  claims,  losses,
liabilities and expenses,  including, without limitation,  reasonable attorney's
fees and court costs,  which  Purchaser may incur on account of any claim by any
broker or agent or other person on the basis of any  arrangements  or agreements
made or  alleged  to have been made by or on behalf of Seller in  respect to the
transactions  herein  contemplated.  Purchaser shall forever  indemnify and hold
harmless  Seller  against  and  in  respect  of  any  and  all  claims,  losses,
liabilities and expenses,  including, without limitation,  reasonable attorney's
fees and court  costs,  which  Seller  may incur on  account of any claim by any
broker or agent or other person on the basis of any  arrangements  or agreements
made or alleged to have been made by or on behalf of Purchaser in respect to the
transactions  herein  contemplated.  The  provisions  of this  Article  12 shall
survive the Closing and termination of this Agreement.

                                   ARTICLE 13
                                     NOTICES

           All notices,  requests,  demands and other communications required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been duly given if delivered  personally,  transmitted by confirmed facsimile or
other similar electronic transmission device or by messenger delivery, or mailed
first class,  postage  prepaid,  certified  United States mail,  return  receipt
requested, as follows:


                                       17
<PAGE>


           If to Seller, to:           SuperStock, Inc.
                                       7660 Centurion Parkway
                                       Jacksonvilee, Florida 32256
                                       Attn:  Mr. Albert Pleus

                                       Telephone (808) 295-4500
                                       Facsimile (212) 898-9007


           with copy to:               Loeb & Loeb LLP
                                       345 Park Avenue
                                       New York, New York 10154

                                       Attn:  Lloyd Rothenberg
                                       Telephone:  (212) 407-4937
                                       Facsimile:  (212) 407-4990

                                       Attn:  Kenneth Freeman
                                       Telephone:  (212) 407-4086
                                       Facsimile:  (212) 407-4990



           If to Purchaser, to:        NL Ventures IV, L.P.
                                       c/o AIC Ventures
                                       8080 N. Central Expressway, Suite 1080
                                       Dallas, Texas 75206
                                       Attn:  Mr. Peter Carlsen

                                       Telephone (214) 292-4232
                                       Facsimile (214) 363-4968

           with a copy to:             Mr. Heath D. Esterak
                                       Fulbright & Jaworski L.L.P.
                                       300 Convent Street, Suite 2200
                                       San Antonio, Texas  78205

                                       Telephone (210) 270-7161
                                       Facsimile (210) 270-7205

provided that any party may change its address for notice by giving to the other
party  written  notice  of such  change.  Any  notice  request,  demand or other
communication  given under this Section  shall be effective  upon the earlier of


                                       18
<PAGE>


(i) personal  delivery to the party to receive such notice,  request,  demand or
communication, (ii) receipt at the address for notice as provided for herein for
the party to receive such notice, request, demand or communication, or (iii) the
expiration  of  seventy-two  (72)  hours  from and after  the date such  notice,
request, demand or other communication was sent in accordance herewith.

                                   ARTICLE 14
                              DEFAULTS AND REMEDIES

      14.1 Seller's Remedies on Purchaser's Default. In the event that Purchaser
shall fail to  consummate  the  purchase of the Project on or before the Closing
Date for any reason other than termination hereof pursuant to a right granted to
Purchaser to do so,  failure of any  condition  set forth  herein,  or breach by
Seller of its representations,  warranties,  covenants or agreements  hereunder,
then,  as its sole and exclusive  remedy  hereunder,  Seller may terminate  this
Agreement  and receive the Earnest Money from Title  Company  whereupon  neither
party shall have any further  obligations  hereunder except as set forth herein.
Seller agrees to accept such sum as its total liquidated  damages and relief and
as its sole remedy, at law or in equity, for Purchaser's default hereunder,  the
parties having agreed that in the event of a default hereunder by Purchaser, the
actual  harm  to  Seller  will  be  extremely  difficult  and  impracticable  to
determine,  and Seller and Purchaser agree that said liquidated  damages are not
intended as a penalty.

      14.2 Purchaser's  Remedies on Seller's Default.  In the event Seller shall
fail or refuse to fully and timely perform any of its obligations hereunder,  or
shall fail or refuse to  consummate  the sale of the  Project for any reason not
set forth in this Agreement, except where caused by Purchaser's default, then as
its sole and exclusive  remedies  hereunder,  Purchaser  may: (i) terminate this
Agreement and recover (a) from the Title  Company,  the Earnest  Money,  and (b)
from Seller,  Purchaser's actual  out-of-pocket  expenses incurred in connection
with the transaction  herein  contemplated,  up to a maximum of $18,000.00,  and
thereafter neither party shall have any further obligations  hereunder except as
set forth herein,  or (ii) enforce  specific  performance of this Agreement (and
should Purchaser be successful in enforcing specific  performance,  Seller shall
be  responsible  for all of  Purchaser's  reasonable  court costs and reasonable
attorneys' fees incurred in connection therewith).  In the event Seller fails or
refuses to perform  any  covenant or  agreement  herein  undertaken  or fails or
refuses to furnish any item or thing or permit any  inspection,  then  Purchaser
may, at its election,  either waive such compliance or performance by Seller and
proceed to Closing,  or extend the Closing  Date for such period of time (not to
exceed  thirty (30) days)  deemed  appropriate  by  Purchaser in which event the
substituted  Closing Date shall  thereafter be and  constitute  the Closing Date
hereunder.

      14.3  Limitation on Damages.  Notwithstanding  any other  provision to the
contrary  set forth in this  Agreement,  but  without  in any way  limiting  any
party's  indemnification  obligations hereunder, no party hereto shall be liable
to any other party hereto for any incidental,  consequential, special, exemplary
or  punitive  damages  arising  out of or in  connection  with  this  Agreement,
regardless  of whether the  breaching  or  defaulting  party knew or should have
known of the  possibility  of such damages,  and without regard to the nature of
the claim or the  underlying  theory or cause of action,  and each party  hereby
waives its right to all such remedies and damages.


                                       19
<PAGE>


                                   ARTICLE 15
                               SPECIAL PROVISIONS

      Notwithstanding  anything  to the  contrary  herein,  satisfaction  of the
provisions of this Article 15 shall be a further express condition  precedent to
the obligations of Purchaser to close the transaction contemplated hereby.

      15.1  Financing.  Purchaser  shall  seek to obtain the  commitment  from a
lender  ("Purchaser's  Lender") to provide  financing (the  "Financing") for the
acquisition of the Project on terms and conditions  satisfactory to Purchaser in
its sole  discretion  and  agrees  to keep  Seller  reasonably  informed  of its
progress in obtaining the Financing.  If Purchaser's  Lender refuses to fund the
purchase  or  Purchaser  is  otherwise  unable to obtain  such  financing,  then
Purchaser shall have the absolute and unfettered right, at any time prior to and
on the Closing Date, to terminate  this  Agreement by sending  written notice of
such  termination to Seller and the Title  Company,  whereupon the Title Company
shall return the Earnest Money to Purchaser and the parties hereto shall have no
further  obligations  under this Agreement,  except as may otherwise be provided
herein.  Seller agrees to execute,  such estoppel  certificates,  subordination,
nondisturbance and attornment  agreements,  and other instruments as Purchaser's
Lender may reasonably  require in connection with such financing.  To the extent
permitted by, and subject to the conditions of, Article 7, Seller further agrees
to  cooperate  with  Purchaser's  Lender  and  to  allow  such  lender  and  its
contractors,  appraisers and representatives reasonable access to the Project to
inspect same and to perform such other due diligence in connection with the loan
as they may reasonably deem necessary;  subject,  however, to the provisions set
forth in Article 16 hereof. In addition,  Seller agrees that Purchaser may share
all studies, tests, reports,  financial data and other information regarding the
Project provided by Seller to Purchaser with Purchaser's  Lender and prospective
lenders. Purchaser agrees to repair any physical damage to the Project caused by
Purchaser's Lender's entry onto the Project.

      15.2 Lease. At Closing,  Seller and Purchaser shall execute and enter into
the Lease upon terms and in a form mutually agreeable to both parties. The Lease
shall grant Seller (Tenant) a license for use of the Incidental Rights and Plans
and the Property Agreements, which license shall be coterminous with the Lease.

      15.3 Due  Diligence  Materials.  Seller  shall  deliver all due  diligence
materials  as  reasonably  requested  by  Purchaser,  except as provided  for in
Article 8, Paragraph 20.


                                       20
<PAGE>


                                   ARTICLE 16
                                  REVIEW PERIOD

      For the purposes of this  Agreement,  the term "Review  Period" shall mean
the period of time  commencing on the Effective  Date,  and expiring  sixty (60)
days thereafter.  During the Review Period,  Purchaser,  at Purchaser's expense,
may review all of the documents,  items,  information  and materials  reasonably
requested  by  Purchaser  and  delivered  by Seller,  and,  subject to the other
provisions  of this  Agreement,  including  Article 7, may  conduct  soil tests,
structural tests, and such other engineering and economic  feasibility tests and
studies  and such  other  inspections  or  investigations  with  respect  to the
Project, as Purchaser may desire or deem appropriate. Seller agrees to cooperate
with and assist  Purchaser  in the  physical  inspection  of the Project and the
inspection of such documents,  items,  information and materials,  provided that
such inspection shall be conducted during normal business hours or at such other
time as is  reasonable  and necessary to conduct the  inspection,  and shall not
unreasonably interfere with the normal business of Seller. If, within the Review
Period,  Purchaser  shall,  for any reason,  in  Purchaser's  sole and  absolute
discretion, be dissatisfied with any aspect of the Project, then Purchaser shall
have the absolute and  unfettered  right to terminate  this Agreement by sending
written notice of such termination to Seller at any time prior to the expiration
of the Review Period. In the event that Purchaser terminates this Agreement,  as
provided  above,  the Title  Company shall return the Earnest Money to Purchaser
and the parties hereto shall have no further  obligations  under this Agreement,
except as may be otherwise provided herein.

                                   ARTICLE 17
                                  MISCELLANEOUS

      17.1 Cooperation; Further Documents.

            (1 Each of the parties hereto agrees to use its  reasonable  efforts
      to take or cause to be taken all action, and to do or cause to be done all
      things  necessary,  proper  or  advisable  under  applicable  Governmental
      Requirements,   regulations  or  otherwise,  to  consummate  and  to  make
      effective the  transactions  contemplated  by this  Agreement,  including,
      without  limitation,  the timely  performance  of all  actions  and things
      contemplated  by this Agreement to be taken or done by each of the parties
      hereto.

            (2 Each party  shall  reasonably  cooperate  with the other party in
      such other party's  discharge of the  obligations  hereunder,  which shall
      include making  reasonably  available to the other party (but if after the
      Closing Date, at the other party's direct out-of-pocket  expense), such of
      its personnel as have relevant information with respect thereto.

            (3 Seller  shall  from time to time,  at the  reasonable  request of
      Purchaser,  execute and deliver such  instruments of transfer,  conveyance
      and assignment in addition to those delivered  contemporaneously  herewith
      and at the Closing, and take such other action as Purchaser may reasonably


                                       21
<PAGE>


      require  to more  effectively  transfer,  convey and assign to and vest in
      Purchaser,  and to put  Purchaser  in  possession  of,  any  assets  being
      transferred,  conveyed,  assigned and delivered by Seller pursuant to this
      Agreement.

      17.2 No  Partnership.  This  Agreement  is a contract of purchase and sale
only and is not intended  and shall not be construed to create any  association,
trust,  partnership,  joint venture,  agency or any other  relationship  between
Purchaser and Seller.

      17.3  Savings  Clause.  Should any  provision  of this  Agreement  be held
unenforceable  or invalid  under the laws of the United States of America or the
State of Florida,  or under any other applicable laws of any other jurisdiction,
then the parties hereto agree that such provision  shall be deemed  modified for
purposes of  performance of this  Agreement in such  jurisdiction  to the extent
necessary to render it lawful and enforceable,  or if such a modification is not
possible without materially  altering the intention of the parties hereto,  then
such  provision  shall be severed  herefrom for purposes of  performance of this
Agreement in such jurisdiction. The validity of the remaining provisions of this
Agreement shall not be affected by any such  modification  or severance,  except
that if any severance  materially alters the intentions of the parties hereto as
expressed  herein (a  modification  being permitted only if there is no material
alteration),  then the parties hereto shall use commercially  reasonable efforts
to agree to appropriate  equitable amendments to this Agreement in light of such
severance.

      17.4 Survival. Except as may otherwise be expressly set forth herein, each
and every indemnification  obligation,  warranty,  representation,  covenant and
agreement of Seller and Purchaser  contained herein shall survive the execution,
delivery  and  Closing (if any) of this  Agreement  for a period of one (1) year
from and after the Closing Date or, if no Closing  shall occur,  for a period of
two (2) years  from and after the date of  termination  of this  Agreement,  and
shall not be merged into the Deed (if any) or any other  document  executed  and
delivered prior to or at the Closing, but shall expressly survive and be binding
thereafter on Seller and Purchaser, respectively. No inspections or examinations
of the  Project  or the  books,  records,  or  information  relative  thereto by
Purchaser   shall  diminish  or  otherwise   affect   Seller's   indemnification
obligations,  representations,  warranties,  covenants and  agreements  relative
thereto,  and Purchaser  may continue to rely thereon,  except that if Purchaser
has actual knowledge that a representation  or warranty of Seller is false prior
to  Closing,  but  nevertheless  agrees  to close the  transaction  contemplated
hereby,  then  Purchaser  may not later seek  recovery from Seller on such false
representation or warranty.

      17.5 Governing Law. This Agreement  shall be governed by and construed and
interpreted in accordance with the laws of the State of Florida.

      17.6 Cumulative  Rights.  Except as may otherwise be set forth herein, all
rights,  powers and  privileges  conferred  hereunder  upon the parties shall be
cumulative and not restrictive of those given by law.


                                       22
<PAGE>


      17.7 No Waiver By  Conduct.  The failure of either  party to exercise  any
power given such party  hereunder  or to insist upon  strict  compliance  by the
other party with its obligations  hereunder shall not, and no custom or practice
of the parties at variance with the terms hereof,  shall  constitute a waiver of
such parties rights to demand exact compliance with the terms hereof.

      17.8 Entire Agreement. This Agreement, including the exhibits, annexes and
schedules  attached hereto,  constitutes the entire agreement and  understanding
between the parties hereto relating to the sale and purchase of the Project, and
supersedes  all prior and  contemporaneous  agreements and  undertakings  of the
parties  in  connection  therewith.   No  statements,   agreements,   covenants,
understandings,  representations, warranties or conditions not expressed in this
Agreement  shall be binding  upon the parties  hereto,  or shall be effective to
interpret,  change, or restrict provisions of this Agreement,  unless such is in
writing, signed by both parties hereto and by reference made a part hereof. This
Agreement  may not be modified or amended  except by a  subsequent  agreement in
writing signed by Seller and Purchaser.

      17.9 Assignment.  Seller shall not assign,  transfer, or mortgage Seller's
interest in this Agreement.  Seller  expressly  agrees that Purchaser shall have
the absolute  right to assign and transfer  Purchaser's  interest in the Project
and in this Agreement to any special  purpose entity at Closing without the need
to obtain the consent of Seller,  and in the event of any such assignment,  such
assignee  shall  succeed to all the  interests  and rights so assigned as though
such assignee had executed this  Agreement,  and Purchaser  shall  thereafter be
relieved of obligations hereunder.

      17.10   Counterparts.   This   Agreement   may  be   executed  in  several
counterparts,  each  of  which  shall  be  deemed  an  original,  and  all  such
counterparts together shall constitute one and the same instrument.

      17.11 Binding  Effect.  Subject to the  restrictions  set forth in Section
17.9 hereof, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

      17.12 Time. Time is of the essence with respect to this Agreement, and the
respective time periods set forth herein.

      17.13   Captions.   The  captions  in  this  Agreement  are  inserted  for
convenience  and reference  only, and shall in no way affect,  define,  limit or
describe the scope, intent or construction of any provision hereof.

      17.14 Pronouns.  Pronouns,  wherever used herein,  and of whatever gender,
shall include natural persons and  corporations  and  associations of every kind
and character,  and the singular shall include the plural  wherever and as often
as may be appropriate.


                                       23
<PAGE>


      17.15  Construction  of  Agreement.  The  terms  and  provisions  of  this
Agreement  represent the results of  negotiations  between Seller and Purchaser,
each of which has been  represented by counsel of its own choosing,  and neither
of which has acted  under  duress or  compulsion,  whether  legal,  economic  or
otherwise.  Accordingly,  the terms and  provisions of this  Agreement  shall be
interpreted and construed in accordance with their usual and customary meanings,
and Seller and Purchaser  hereby waive the  application  in connection  with the
interpretation  and  construction  of this  Agreement  of any rule of law to the
effect that  ambiguous  or  conflicting  terms or  provisions  contained in this
Agreement  shall be  interpreted  or construed  against the party whose attorney
prepared the executed draft or any earlier draft of this Agreement.

      17.16 Third Party  Beneficiaries.  Except as expressly  set forth  herein,
nothing in this  Agreement is intended or shall  operate to create any rights of
any nature in favor of any person,  association or entity that is not a party to
this Agreement.

      17.17  Recordation.   Neither  Seller  nor  Purchaser  shall  record  this
Agreement in the Real Property  Records without the prior written consent of the
other party.

      17.18 Subleases, Liability Insurance, and Confidentiality. Notwithstanding
anything in this Agreement to the contrary:  (a) Seller may enter into subleases
and while such subleases will not be a Seller default under this  Agreement,  if
Purchaser  does  not  approve  of  the  subleases,  Purchaser  may  cancel  this
Agreement; (ii) Purchaser's liability insurance shall be for at least $1,000,000
per  occurrence;  and  (iii)  Purchaser  shall  treat as  confidential  Seller's
non-public  information,   but  this  limitation  shall  not  be  applicable  to
information relating to the real estate that is the subject of this sale.


                            [Signatures on Next Page]



                                       24
<PAGE>


      IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement on the
date shown to the left of their respective signatures.

<TABLE>
<CAPTION>
<S>                                 <C>
                                    SELLER:
                                    SUPERSTOCK, INC., a Florida corporation
Date: ____________________


                                    By:
                                       -----------------------------------------------------
                                    Name:
                                         ---------------------------------------------------
                                    Title:
                                          --------------------------------------------------


                                    PURCHASER:

Date: ____________________
                                    NL VENTURES IV, L.P., a Texas limited
                                    partnership

                                    By: AIC NET LEASE MANAGEMENT IV,
                                        L.P., a Texas limited partnership, its sole
                                        General Partner

                                    By: AIC OPCO IV, L.L.C.
                                        a Texas limited liability company,
                                        its sole General Partner

                                        ----------------------------------------------------
                                              Peter S. Carlsen, President
</TABLE>


                                       25
<PAGE>


      Receipt of a fully executed copy of this Agreement is hereby acknowledged,
and the  undersigned  Title  Company  agrees to perform  the duties of the Title
Company set forth in the foregoing Agreement as and when called upon to do so.


                                    TITLE COMPANY:
                                    -------------

                                    FIDELITY NATIONAL TITLE COMPANY


                                    By:
                                       -----------------------------------------
                                    Name:  David Lawrence
                                    Title: Senior Vice President
                                    Date:
                                         ---------------------------------------



                                       26
<PAGE>


                                     ANNEX A
                         General Definitional Provisions

      (1 All terms defined in this Agreement  shall have their defined  meanings
when used in each  certificate,  exhibit,  schedule,  annex or other  instrument
related thereto, unless in any case the context states or implies otherwise; and
when required by the context,  each term shall include the plural as well as the
singular, and vice versa.

      (2  Definitions  of each  person or entity  specifically  defined  herein,
unless  otherwise  expressly  provided to the contrary,  include the successors,
assigns, heirs and legal representatives of each such person or entity.

      (3 Unless the context  otherwise  requires or unless  otherwise  expressly
provided,   references  to  this   Agreement   shall  include  all   amendments,
modifications,  supplements and restatements  thereof or thereto, as applicable,
and as in effect from time to time.

                                  Defined Terms

      The  terms  defined  in this  Annex A  shall,  for  all  purposes  of this
Agreement, have the meanings herein specified.

      "Actual  Knowledge"  shall mean the actual  knowledge of Albert Pleus, Kai
Chiang, Susan Chiang or Hiam Ariav.

      "Closing"  shall have the meaning  ascribed  to such term in Section  10.1
hereof.

      "Closing  Date"  shall have the  meaning  ascribed to such term in Section
10.1 hereof.

      "Construction  Contracts"  shall have the meaning ascribed to such term in
Section 2.3 hereof.

      "Deed"  shall have the meaning  ascribed  to such term in Section  11.2(1)
hereof.

      "Environmental  Conditions"  means  any and all acts,  omissions,  events,
circumstances, and conditions on or in connection with the Realty or the Project
that constitute a violation of, or require  remediation under, any Environmental
Laws,  including any pollution,  contamination,  degradation,  damage, or injury
caused by,  related to, or arising from or in  connection  with the  generation,
use, handling,  treatment,  storage, disposal, discharge, emission or release of
Hazardous Materials.

      "Environmental  Laws"  means  all  applicable  federal,  state,  local  or
municipal  laws,  rules,  regulations,  statutes,  ordinances  or  orders of any
Governmental Authority,  relating to (a) the control of any potential pollutant,
or protection of health or the air, water or land, (b) solid,  gaseous or liquid


                                       27
<PAGE>


waste generation,  handling,  treatment,  storage, disposal, discharge, release,
emission or transportation, (c) exposure to hazardous, toxic or other substances
alleged to be harmful,  (d) the protection of any endangered or at-risk plant or
animal life, or (e) the emission, control or abatement of noise.  "Environmental
Laws" shall  include,  but not be limited  to, the Clean Air Act, 42 U.S.C.  ss.
7401 et seq.,  the Clean Water Act, 33 U.S.C.  ss.  1251 et seq.,  the  Resource
Conservation  Recovery  Act  ("RCRA"),  42 U.S.C.  ss.  6901 et seq.,  the Toxic
Substances  Control Act, 15 U.S.C. ss. 2601 et seq., the Endangered Species Act,
16 U.S.C.  ss. 1531 et seq., the Safe Drinking Water Act, 42 U.S.C.  ss. 300f et
seq., and the Comprehensive  Environmental Response,  Compensation and Liability
Act ("CERCLA"),  42 U.S.C. ss. 9601 et seq.,  including the Superfund Amendments
and  Reauthorization  Act, 42 U.S.C. ss. 11001, et seq. The term  "Environmental
Laws" shall also include all applicable state,  local and municipal laws, rules,
regulations,  statutes, ordinances and orders dealing with the subject matter of
the  above  listed  federal  statutes  or  promulgated  by any  governmental  or
quasi-governmental  agency  thereunder in order to carry out the purposes of any
federal, state, local or municipal law.

      "Environmental    Liabilities"    means    any   and   all    liabilities,
responsibilities,  claims,  suits, losses,  costs (including remedial,  removal,
response,  abatement,  clean-up,  investigative  and/or monitoring costs and any
other related costs and expenses),  other causes of action  recognized now or at
any later time, damages,  settlements,  expenses, charges,  assessments,  liens,
penalties,  fines, pre-judgment and post-judgment interest,  attorneys' fees and
other legal costs  incurred or imposed  (a)  pursuant to any  agreement,  order,
notice  of  responsibility,   directive   (including   directives   embodied  in
Environmental  Laws),  injunction,  judgment  or  similar  documents  (including
settlements)  arising out of, in connection with, or under  Environmental  Laws,
(b)  pursuant to any claim by a  Governmental  Authority  or any other person or
entity for  personal  injury,  property  damage,  damage to  natural  resources,
remediation,  or payment or reimbursement of response costs incurred or expended
by such  Governmental  Authority,  person or entity  pursuant  to common  law or
statute and related to the use or release of  Hazardous  Materials,  or (c) as a
result of Environmental Conditions.

      "Environmental Permits" means any permits, licenses, approvals,  consents,
registrations,  identification  numbers or other  authorizations with respect to
the Project or the ownership or operation  thereof required under any applicable
Environmental Law.

      "Governmental  Authority"  means any and all  foreign,  federal,  state or
local   governments,   governmental   institutions,   public   authorities   and
governmental  entities  of  any  nature  whatsoever,  and  any  subdivisions  or
instrumentalities thereof,  including, but not limited to, departments,  boards,
bureaus,  commissions,  agencies,  courts,  administrations  and panels, and any
divisions or instrumentalities  thereof, whether permanent or ad hoc and whether
now or hereafter constituted or existing.

      "Governmental  Requirements"  means any and all laws  (including,  but not
limited to,  applicable  common law principles),  statutes,  ordinances,  codes,
rules, regulations, interpretations,  guidelines, directions, orders, judgments,
writs,  injunctions,  decrees,  decisions  or similar  items or  pronouncements,
promulgated, issued, passed or set forth by any Governmental Authority.


                                       28
<PAGE>


      "Hazardous  Materials" means any (a) petroleum or petroleum products,  (b)
asbestos or asbestos containing  materials,  (c) hazardous substances as defined
by ss. 101(14) of CERCLA and (d) any other chemical,  substance or waste that is
regulated by any Governmental Authority under any Environmental Law.

      "Incidental  Rights"  shall  have the  meaning  ascribed  to such  term in
Section 2.3 hereof.

      "Improvements" shall have the meaning ascribed to such term in Section 2.1
hereof.

      "Land" shall have the meaning ascribed to such term in Section 2.1 hereof.

      "Lease"  shall  have the  meaning  ascribed  to such term in the  recitals
hereof.

      "Permitted  Exceptions"  shall have the  meaning  ascribed to such term in
Section 6.1 hereof.

      "Personalty"  shall have the meaning  ascribed to such term in Section 2.2
hereof.

      "Plans"  shall  have the  meaning  ascribed  to such term in  Section  2.4
hereof.

      "Project" shall mean the Realty,  the Personalty,  the Incidental  Rights,
the  Plans  and all  other  property  and  interests  that are  subject  to this
Agreement.

      "Property  Agreements"  shall have the  meaning  ascribed  to such term in
Section 2.3 hereof.

      "Purchaser's  Lender"  shall  have the  meaning  ascribed  to such term in
Section 15.1 hereof.

      "Realty"  shall have the  meaning  ascribed  to such term in  Section  2.1
hereof.

      "Review Period" shall have the meaning ascribed to such term in Article 16
hereof.

      "Survey"  shall have the  meaning  ascribed  to such term in  Section  5.1
hereof.

      "Title Commitment" shall have the meaning ascribed to such term in Section
6.1 hereof.

      "Title  Company" shall mean Fidelity  National  Title Company,  located at
Three Lincoln Center, Suite 260, 5430 LBJ Freeway,  Dallas,  Texas, 75240; (972)
770-2120, Attn: David Lawrence.

      "Total  Purchase  Price"  shall have the meaning  ascribed to such term in
Section 4.1 hereof.

      "UCC Report"  shall have the meaning  ascribed to such term in Section 6.2
hereof.



                                       29
<PAGE>


                                    EXHIBIT A

                                Land Description
















                                      A-1
<PAGE>


                                  SCHEDULE 2.3














<PAGE>


                                  SCHEDULE 6.3


      1.  Zoning  regulations  and  ordinances  which  are not  violated  by the
existing structures or present use thereof.

      2.  Consents by Seller or any former owner of the Project for the erection
of any structure or structures on, under or above any street or streets on which
the Project may abut,  provided same would not  unreasonably  interfere with the
current use of the Project.

      3. Any and all covenants, restrictions, easements and agreements of record
provided  the same do not (i)  prohibit  the  maintenance  of the  structure  or
structures  now on the Project or (ii) interfere with the use of the Project for
its present use or (iii)  allow a lien to enforce  payment of any fees,  dues or
assessments.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>11
<FILENAME>v02612_ex23-1.txt
<TEXT>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements on
Form S-8 (Registration Nos. 333-86946 and 333-96661) of our report dated March
30, 2004 on our audit of the consolidated financial statements as of December
31, 2003 and for the year then ended and for the period from September 19, 2000
(inception) through December 31, 2003, included in the 2003 annual report on
Form 10-KSB of a21, Inc.

Eisner LLP

New York, New York
April 13, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>12
<FILENAME>v02612_ex23-2.txt
<TEXT>
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the  Registration  Statement of
a21,  Inc.  on Forms S-8  (file  No:  333-86946,  effective  April 25,  2002 and
333-96661,  effective July 18, 2002) of our report dated May 22, 2003, appearing
in the Annual Report on Form 10-KSB of a21, Inc. for the year ended December 31,
2003.




                                          /s/ Marcum & Kliegman LLP

                                          April 14, 2004
                                          New York, New York

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>13
<FILENAME>v02612_ex31-1.txt
<TEXT>

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Haim Ariav, Principal Executive Officer, certify that:

      (1) I have reviewed this annual report on Form 10-KSB of a21, Inc;

      (2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      (3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      (4) The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

      (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

      (b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

      (c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and;

      (5) The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer 's board of directors (or persons
performing the equivalent functions):

      (a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer 's ability to record,
process, summarize and report financial information; and

      (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer 's internal
controls over financial reporting.


                                          By: /s/ HAIM ARIAV
                                              ---------------------------------
                                              HAIM ARIAV
                                              President and Principal
                                              Executive Officer

April 14, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>14
<FILENAME>v02612_ex31-2.txt
<TEXT>


                                                                    Exhibit 31.2

                                  CERTIFICATION

      (1) I have reviewed this annual report on Form 10-KSB of a21, Inc;

      (2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      (3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      (4) The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

      (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

      (b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

      (c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and;

      (5) The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer 's board of directors (or persons
performing the equivalent functions):

      (a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer 's ability to record,
process, summarize and report financial information; and

      (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer 's internal
controls over financial reporting.


                                          By: /s/ ALBERT H. PLEUS
                                              ---------------------------------
                                              ALBERT H. PLEUS
                                              Chairman and Principal
                                              Financial Officer

April 14, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>15
<FILENAME>v02612_ex32-1.txt
<TEXT>


                                                                    Exhibit 32.1

                                  CERTIFICATION

I, Haim Ariav, Principal Executive Officer of a21, hereby certify that:

1. The Annual Report on Form 10-KSB of the Company for the annual period ended
December 31, 2003 (the "Report") fully complies with the requirements of Section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d); and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: April 14, 2004


                                          By: /s/ HAIM ARIAV
                                              ----------------------------------
                                              HAIM ARIAV
                                              President and Principal
                                              Executive Officer

      THE FOREGOING CERTIFICATION IS BEING FURNISHED SOLELY PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350,
CHAPTER 63 OF TITLE 18, UNITED STATES CODE) AND IS NOT BEING FILED AS PART OF
THE FORM 10-KSB OR AS A SEPARATE DISCLOSURE DOCUMENT.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>16
<FILENAME>v02612_ex32-2.txt
<TEXT>


                                                                    Exhibit 32.2

                                  CERTIFICATION

I, Albert H. Pleus, Principal Financial Officer of a21, hereby certify that:

1. The Annual Report on Form 10-KSB of the Company for the annual period ended
December 31, 2003 (the "Report") fully complies with the requirements of Section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)); and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: April 14, 2004


                                          By: /s/ ALBERT H. PLEUS
                                              ---------------------------------
                                              ALBERT H. PLEUS
                                              Principal Financial Officer

      THE FOREGOING CERTIFICATION IS BEING FURNISHED SOLELY PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350,
CHAPTER 63 OF TITLE 18, UNITED STATES CODE) AND IS NOT BEING FILED AS PART OF
THE FORM 10-KSB OR AS A SEPARATE DISCLOSURE DOCUMENT.



</TEXT>
</DOCUMENT>
</SUBMISSION>
