Fill and Sign the Stock Purchase Agreement 497336450 Form

MICROBEST INC. STOCK PURCHASE AGREEMENT The undersigned applies to become a shareholder in Microbest, Inc. and agrees to purchase the number of shares indicated below. It is understood that the shares are being offered for sale without registration in reliance on Section 4 (2) of the Securities Act of 1933, as 144 restricted shares. The shares are not being purchased for subdivision with any one else. There is no present intent to sell or otherwise dispose of the shares. It is understood that the Company has no present intent to register these shares under the Securities Act of 1933. It is understood that the Company has no profitable operating history, the investment is highly speculative, and there is considerable risk in this investment. It is understood there is no present market for these shares, the purchase is a long-term investment, and they may not be sold. The purchase will not cause the undersigned financial difficulties. Further, the undersigned has had ample time to study this investment, and has had ample time to consult with financial advisors of choice, and has been able to see all relevant documents asked for. The undersigned is an Accredited Investor as that term is defined in Section 2 (15) of the Securities Act of 1933. The undersigned represents and warrants that the foregoing statements are true and accurate to the best of the information and belief of the undersigned. The undersigned agrees to purchase 353,683 shares of Microbest, Inc., Common Stock at $.4241 per share and encloses $ 150,000 in full payment. Dated: August 31, 1999 PURCHASER MELANGE TRADE LIMITED, INC. Name of Corporation/Trust/Partnership D. H. SIEGEL, PRES. Executive Officer /s/ D. H. SIEGEL ----------------------- Signature of Executive Accepted by Microbest, Inc. /s/ ILLEGIBLE - ---------------------------- Signature of Executive