<SEQUENCE>2

<FILENAME>stock_purchase.txt

<DESCRIPTION>STOCK PURCHASE AGREEMENT

<TEXT>



                       STOCK PURCHASE AGREEMENT



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

entered into on June 26, 2001, by and among BRUNO DESMARAIS, and

assigns (the "Buyer"), MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.,

a Delaware corporation ("MCVH"), and DOTCOM INTERNET VENTURES LTD.

("Shareholder").



                              RECITALS:



     A. The Shareholder own five million (5,000,000) shares of the

$0.0001 par value per share common stock (the "MCVH Common Stock")

of MCVH, which represents 100% of all of the outstanding MCVH Common

Stock.



     B. The Shareholder desire to sell five million (5,000,000)

shares of the MCVH Common Stock (the "Shares"), which represents

100% of all of the outstanding MCVH Common Stock, in exchange for

Twenty-Five Thousand (US $25,000) on the terms and conditions set

forth herein.



                              AGREEMENT:



     NOW, THEREFORE, in consideration of the mutual agreements,

covenants and premises set forth herein for certain other good and

valuable consideration, the receipt and adequacy which are hereby

acknowledged, the parties hereto, intending to be legally bound,

hereby agree as follows:



     1.  STOCK PURCHASE, PURCHASE PRICE AND RELATED TRANSACTIONS.



          1.1.  Sale. Buyer shall acquire and the Shareholder shall

sell the Shares to Buyer.



          1.2.  Purchase Price. In consideration of the purchase by

Buyer of the Shares, Buyer shall pay to the Shareholder at the

Closing (as defined herein) the aggregate purchase price of Twenty

-Five Thousand Dollars (US $25,000) (the "Purchase Price").



          1.3. Closing and Effective Date. The closing shall take

place at the offices of Shareholder, 1422 Chestnut Street, Suite

#410, Philadelphia, PA 19102 USA (the "Closing"). The date of the

Closing is June 15, 2001 (the "Closing Date").



          1.4.  At Closing, Shareholder shall deliver to Buyer

certificates representing the Shares being sold hereunder;

containing the following legend:



               "The securities represented by this Certificate have

not been registered under the Securities Act of 1933 (the "Act") and

are "Restricted Securities" as the term is defined in Rule 144 under

the Act.  The Common Shares may not be offered for sale, sold or

otherwise transferred except pursuant to an effective registration

statement under the Act or exemption, the availability of which is

to be established to the satisfaction of the Corporation."



          1.5.  At Closing, Shareholder shall deliver to Buyer all

corporate records, including at least the corporate minute book,

stock register and audited financial statements, as well as

resignation of all present officers and directors of MCVH, effective

as of the Closing Date.



     2.  ADDITIONAL AGREEMENTS.



          2.1. Compliance with Obligations. The Shareholder shall

cause MCVH to comply with all obligations of MCVH under this Agreement.



          2.2. Confidential Treatment of Information. From and after

the date hereof, the parties hereto shall and shall cause their

representatives to hold in confidence this Agreement (including the

Schedules hereto), all matters relating hereto and all data and

information obtained with respect to the other parties or their

business, except such data or information as is published or is a

matter of public record, or as compelled by legal process.



          2.3. Public Announcements. The parties will consult with

each other before issuing any press releases or otherwise making any

public statement with respect to this Agreement or any of the

transactions contemplated hereby and no party will issue any such

press release or make any such public statement without the prior

written consent of the other parties, except as may be required by

law or by the rules and regulations of any governmental authority or

securities exchange.



          2.4. Further Assurances. The parties shall deliver any and

all other instruments or documents required to be delivered pursuant

to, or necessary or proper in order to give effect to, the

provisions of this Agreement, including without limitation, all

necessary stock powers and such other instruments of transfer as may

be necessary or desirable to transfer ownership of the Shares to

Buyer and to consummate the transactions contemplated by this

Agreement.

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