STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 12th day of March, 2004 by
and between Timothy Rosen ("Rosen"), an individual with an address at 7 Gough House, 57 Eden Street,
Kingston Upon Thames KT1 1DA; Leslie Kent ("Kent"), an individual with an address at 57 Eden Street,
Kingston Upon Thames KT1 1DA; (Rosen and Kent are collectively the "Sellers" and, individually, each a
"Seller"); the buyer listed on Exhibit A attached hereto (the "Buyer"); and Gottbetter & Partners, LLP, a New
York Limited Liability Partnership with an address at 488 Madison Avenue, 12th Floor, New York, NY 10022
(the "Escrow Agent").
WHEREAS, Rosen is the President, Chief Executive Officer and a Director, and Kent is the Secretary, Chief
Financial Officer and a Director of VerticalBuyer, Inc., a Delaware corporation (the "Company"), with an
address at 235 West 56th Street, Suite 17B, New York, New York 10019.
WHEREAS, each Seller is the owner of Six Million Nine Hundred Seventy Five Thousand shares (6,975,000) of
the Company's common stock, par value $0.001 per share, which collectively represent approximately Eighty
Percent (80%) of the Company's outstanding common stock (the "Sellers' Common Stock").
WHEREAS, Sellers desires to sell and Buyer desires to purchase from Sellers the Sellers' Common Stock.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the
representations and warranties and covenants contained herein, Buyer hereby agrees to purchase from Sellers
and Sellers agrees to sell to Buyer the Sellers' Common Stock, or an aggregate of Thirteen Million Nine Hundred
Fifty Thousand (13,950,000) shares, for an aggregate purchase price of One Hundred Fifty Thousand Dollars
($150,000) (the "Purchase Price").
(a) The closing of the transactions contemplated hereunder (the "Closing") shall take place by courier of
documents delivered to Esc