STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into as of May 14, 1998 by and
between Amtech Corporation, a Texas corporation (the "Purchaser"), and David P. Cook (the "Shareholder").
The Shareholder owns all of the outstanding capital stock (the "Shares") of Petabyte Corporation, a Delaware
corporation (the "Company").
The Company owns all of the outstanding capital stock of CustomTracks, Inc., a Delaware corporation (the
The Shareholder desires to sell to Purchaser, and Purchaser desires to purchase from Shareholder, the Shares in
accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in
this Agreement, the parties to this Agreement agree as follows:
1. Purchase of Shares. On and subject to the terms and conditions set forth in this Agreement, at the Closing (as
defined in Section 2), Purchaser will acquire from the Shareholder, and the Shareholder will transfer to
Purchaser, all of the Shares. As consideration in full for the Shares to be acquired by Purchaser from the
Shareholder, Purchaser will pay (i) the sum of $200,000 in immediately available funds by wire transfer to one or
more accounts specified in writing by the Shareholder by June 1, 1998, and (ii) subject to
Section 5, four additional payments (the "Future Payments") of $200,000 each payable on each of the first,
second, third, and fourth anniversaries of the Closing in immediately available funds to one or more accounts
specified in writing by the Shareholder.
2. Closing. The closing (the "Closing") will take place on May 14, 1998 at the offices of Purchaser, or at such
other time or place as may be agreed by the parties.
(a) At the Closing, the certificates, documents, and other items listed below will be delivered by the party
(i) the Shareholder will deliver certificates to Purchaser representing good and marketable title to all of the