STOCK PURCHASE AGREEMENT

                       AND PLAN OF REORGANIZATION



	THIS AGREEMENT is entered into as of  the 30th day of June, 2000, by and

among PHOTONICS CORPORATION, a California corporation ("the Corporation"),

REPipeline.com, Inc. a Delaware corporation, a wholly owned subsidiary of

Corporation ("Purchaser"),  Chip Langston, individually and agent for all

shareholders of REPipeline.com, Inc. ("Selling Shareholders") and

REPipeline.com, Inc., a Texas Corporation ("REP-T")



                           W I T N E S S E T H :



	WHEREAS, Corporation is a publicly held corporation that desires to

combine with a business which has growth potential (the "Transaction");



	WHEREAS, the Corporation entered into a letter purchase agreement dated

February 1, 2000 with RealEsate4Sale.com, Inc., a Texas corporation

("RE4Sale") and  such letter agreement has been jointly terminated by

Corporation  and RE4Sale; and



	WHEREAS, the Corporation, Purchaser and REP-T each announced the

agreement

in principal for REP-T to acquire the assets and certain liabilities of

RE4Sale and for the Purchaser to purchase all the outstanding shares of

REP-T in exchange for shares of the Corporation's common stock; and



	WHEREAS, the Corporation will adopt, implement and carry out certain

corporate resolutions in connections with the closing of the Transaction

including:  (a) the conversion of certain corporate indebtedness to common

stock, (b) the Amendment to the Articles of Incorporation and By-Laws of

Corporation  as appropriate and necessary to increase the number of common

shares as stated hereinbelow and (c) the election of new directors and the

appointment of new officers of the Corporation and Purchaser; and



	WHEREAS, REP-T is a privately held businesses with 10,000,000 shares of

common stock authorized and 5,458,752 shares issued and outstanding that is

engaged in the Internet industry and appears to have growth potential; and



	WHEREAS, Purchaser desires to acquire one hundred percent (100%) of the

issued and outstanding shares of common stock, $.01 par value, of REP-T

(the "REP-T Common Stock") owned by the Selling Shareholders in exchange

for that number of shares of common stock, $.001 par value, of

Corporation (the "PHOTONICS Common Stock") that results in the Selling

Shareholders owning approximately 85% of the total authorized and

outstanding shares of the Corporation at the closing in a tax-free

transaction pursuant to the provisions of Section 368(a)(1)(B) of the

Internal Revenue Code of 1986;



NOW, THEREFORE, for and in consideration of the mutual representations,

warranties  and covenants herein contained, and on the terms and subject to

the conditions set forth herein, the parties hereto agree as follows:









<PAGE>

                               ARTICLE I

                           PURCHASE AND SALE



	1.01	Sale and Purchase of Stock.  Subject to and upon the terms and

conditions contained herein, at the Closing (as hereinafter defined), the

Selling Shareholders shall sell, assign, transfer, convey

and deliver to Purchaser and Purchaser shall purchase, accept and acquire

from the Selling Shareholders the REP-T Common Stock owned by them.



	1.02	Closing.  The closing of the transaction contemplated hereby (the

"Closing") shall occur on or before fifteen (15) days following the

approval of the transactions set out herein in the Annual Meeting of the

shareholders of the Corporation.   The Closing shall occur in the offices

of Purchaser or at such other place as shall be mutually agreed to in

writing by the parties hereto.



	1.03	Purchase Price.  In consideration of the shares of REP-T Common

Stock

to be purchased from the Selling Shareholders, Purchaser at the Closing

shall deliver to  Selling Shareholders and to the Koo Trust (defined

hereinbelow) together certificates representing an aggregate of

approximately 50,284,917 shares of PHOTONICS Common Stock, representing

approximately eighty-five percent [85%] of the then issued and outstanding

shares  of Corporation plus the number or shares that the

Company has reserved for the conversion of debt, held by creditors of the

Company, to common stock.  Such stock shall be  free and clear of any

liens, encumbrances or charges whatsoever.



	1.04	Instruments of Transfer; Further Assurances.  In order to

consummate

the transaction contemplated hereby, the following documents and

instruments shall be delivered:



		(a)	Documents from Selling Shareholders.  Selling Shareholders

shall

deliver to Purchaser at the Closing one or more stock certificates

representing in the aggregate the number of shares of REP-T Common Stock

owned by them plus a duly executed stock power or other

instrument of transfer for each such stock certificate.



		(b)	Documents from Purchaser.  Corporation and Purchaser shall

deliver to

Selling Shareholders at the closing one or more stock certificates

representing in the aggregate the number of shares of PHOTONICS Common

Stock to which such Selling Shareholders are entitled, to be in such

denominations as shall be requested by Selling Shareholders not less than

three (3) business days prior to the Closing Date.



		(c)	Further Documents.  At the Closing, and at all times

thereafter as

may be necessary (i) Selling Shareholders shall execute and deliver to

Corporation and Purchaser such other instruments of transfer as shall be

reasonably necessary or appropriate to vest in Purchaser

good and indefeasible title to the shares the REP-T Common Stock owned by

them and to comply with the purposes and intent of this Agreement, and (ii)

Corporation and Purchaser shall execute and deliver to Selling Shareholders

<PAGE>

such other instruments as shall be reasonably necessary or

appropriate to comply with the purposes and intent of this Agreement.

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