STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as

of February 21, 2002, by and between Logistics Management Resources, Inc.

("Buyer"), and Midwest Merger Management LLC ("Seller").



                                    RECITALS



     A. Buyer desires to purchase from Seller and Seller desires to sell to

Buyer 990 shares of the issued and outstanding shares of capital stock (the

"Shares") of Interstate University, Inc. (the "Company");



     B. It is desired that the sale of the Shares by Seller to Buyer be subject

to the terms and conditions of this Agreement.



                                    AGREEMENT



     In consideration of the provisions contained in this Agreement and with

reference to the foregoing recitals, Buyer, Seller and Company agree as follows:



                                    ARTICLE 1



                           PURCHASE AND SALE OF STOCK



     1.1 Sale of Stock. Seller agrees to sell, and Buyer agrees to purchase,

subject to the terms and conditions set forth in this Agreement, the Shares,

which Shares collectively represent 99% of the issued and outstanding shares of

the capital stock of the Company.



     1.2 Purchase Price. The purchase price for the Shares shall be $200,000

(the"Cash Consideration") and contingent consideration as described below

(collectively, the "Purchase Price"). The Cash Consideration is payable by

delivery of a mutually agreeable promissory note (the "Note") providing for

payment commencing on the anniversary date and ending on the fifth anniversary

date, which note shall be secured by a pledge of the Shares. The contingent

consideration shall be an amount equal to ten percent (10%) of the Company's net

income for the period commencing on March 1, 2002 and ending on December 31,

2006, which amounts shall be payable not later than March 30 of the year

following the year in respect of which they are due. "Net income" shall mean the

consolidated net income--as computed for federal income tax purposes without any

deduction for any federal, state or other income taxes--of the Company and any

subsidiaries that may be consolidated with Company for federal income tax

purposes, as determined by the Buyer's independent public accountants. Buyer

shall not permit Company to be merged or consolidated with any other entity, or

dissolved, without the prior written consent of Seller.





<PAGE>







     If Buyer shall default with respect to any payment obligation hereunder or

be in default under the Note, Seller may rescind the sale of the Shares effected

hereby by delivering to Buyer a notice thereof, along with a cash payment of all

amounts received in respect of the Purchase Price, along with interest on such

amount at four percent (4%) per annum.



     1.3 Closing. At the Closing, Seller shall surrender to Buyer all of the

outstanding certificates theretofore representing shares of Company Common Stock

in exchange for the Purchase Price payable to it at Closing as provided for

herein. The effectiveness of the Closing shall be conditioned on the delivery to

Buyer of 100 shares of Company capital stock with 100:1 voting rights and no

economic rights, which shares Buyer shall have the option to purchase upon

satisfaction of all of Buyer's payment obligations pursuant to a mutually

agreeable option agreement.



                                    ARTICLE 2



                        REPRESENTATIONS AND WARRANTIES OF

                                   THE SELLER



     The Seller represents and warrants to Buyer as follows:



     2.1 Organization and Standing. The Company is a corporation duly

incorporated, validly existing and in good standing under the laws of the State

of Kentucky, is qualified as a foreign corporation in good standing under the

laws all other jurisdictions where the failure to be so qualified could have a

material adverse effect on the Company. The copies of the Company's Articles of

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