Exhibit 10.3

                           STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement is entered into on February 28, 1997
between KMS INDUSTRIES, INC., a Delaware corporation ("Company"), and
PATRICK B. LONG ("Purchaser"), pursuant to an Agreement between the parties
dated February 28, 1997 ("Agreement").
                                                                             
    BACKGROUND:

     A.  Purchaser serves as Chairman of the Board and Chief Executive
Officer of Company pursuant to an Employment Agreement approved by the
Company's Board of Directors on December 15, 1995 and executed on December
29, 1995 and extended by the Agreement.

     B.  The arrangements contemplated by the Agreement, including this
stock purchase transaction, are the result of extensive negotiations between
Company through its independent director, and Purchaser.  Such arrangements
are intended to provide financial relief to Company, and to induce Purchaser
to continue to perform services on behalf of Company.

     C.  The Agreement contemplates a purchase by Purchaser from Company of
100,000 shares of common stock of Company, exercise price of $.07 per share;
such purchase is being implemented by this Stock Purchase Agreement.

     THEREFORE, it is hereby agreed as follows:

     1.  Stock Purchase.  Purchaser hereby agrees to purchase, and Company
hereby agrees to sell to Purchaser, at the Closing as defined in Section 2
below, 100,000 shares of common stock of Company at a cash price of $.07 
per share, for an aggregate of $7,000.  This price was established in the
Agreement, and was determined by the Board of Directors to be the current
market price of common stock of Company as of the date of the Agreement.

     2.  Closing.  A Closing shall take place at a mutually convenient time
and place within forty-five days after the execution of this Stock Purchase
Agreement.  At the Closing, Purchaser shall tender the sum of $7,000 in cash
or other immediately available funds, and Company shall tender certificates
representing 100,000 shares of common stock of Company issued in favor of
Purchaser or Purchaser's nominee.

     3.  Purchaser's Securities Law Representations.  In connection with the
purchase of stock pursuant to this Stock Purchase Agreement, Purchaser
represents to Company and acknowledges that: (i) as the result of his
positions with the Company, he is fully informed about the business,
financial condition and prospects of the Company; (ii) Purchaser is
acquiring the stock for investment purposes and not with a view to resale or
distribution; (iii) Purchaser understands that the stock will not be
registered under the Securities Act of 1933 or under the Michigan Securities
Act and agrees that he will not sell or transfer the stock for a period of
two years after the date hereof except pursuant to registration under such
Acts; and (iv) the certificates for stock will bear a restrictive legend
providing that no sale or other transfer may be made except pursuant to
registration or exemption under the Securities Act of 1933 and any
applicable state securities law, such exemption to be confirmed by an
opinion of counsel for the Company that the proposed sale or transfer does
not violate state or federal securities laws.

     4.  Piggyback Registration Rights.  In the event Company proposed in
the future to register any additional shares of its common stock or other
securities pursuant to the Securities Act of 1933 in connection with the
public offering of such securities (other than a registration relating
solely to the sale of securities to participants in a Company stock plan, or
a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the stock purchased pursuant to this Agreement), the
Company shall promptly give Purchaser written notice of such proposed
registration.  Upon the written request of Purchaser within twenty days
after the receipt of such notice from the Company, the Company shall use its
best efforts to include the shares purchased hereunder in such registration. 
Company shall pay all expenses of the registration, excluding underwriting
discounts and commissions relating to Purchaser's shares.  As a condition to
Company's obligations hereunder, Purchaser must accept the terms of the
offering as agreed upon between Company and underwriters selected by
Company, must provide promptly all information requested by the underwriters
selected by Company, must provide promptly all information requested by the
underwriters, and must execute and deliver all documents required by the
underwriters.  In any event, the quantity of Purchaser's shares included in
such registration shall at all times be limited to that amount which the
underwriters determine will not jeopardize the success of the offering by
the Company.

     Executed at Ann Arbor, Michigan on the date first above written.

                                       KMS INDUSTRIES, INC.

/s/ Patrick B. Long                    By: /s/ Terence C. Liddy
PATRICK B. LONG                            TERENCE C. LIDDY, President

                                       And By: /s/ Richard E. Fry
                                               RICHARD E. FRY
                                               Independent Director