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                                                                   Exhibit 10.11


                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT dated as of June 13, 2002 (this
"AGREEMENT"), is entered into by and between Terremark Worldwide, Inc., a
Delaware corporation (the "COMPANY" or "TERREMARK") and NAP de Las Americas -
Madrid, S.A., a Spanish limited liability company (the "INVESTOR").

                                    RECITALS

         WHEREAS, the Company wishes to issue and sell to the Investor an
aggregate of 5,000,000 shares (the "SHARES") of the authorized but unissued
Common Stock, U.S. $0.001 par value, of the Company (the "COMMON STOCK") at a
purchase price of U.S. $1.00 per share, for an aggregate purchase price of U.S.
$5,000,000.00; and

         WHEREAS, the Investor wishes to purchase the Shares on the terms and
subject to the conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties agree as follows:

                                    ARTICLE I

                       PURCHASE AND SALE OF THE SECURITIES

         1.01 ISSUANCE AND SALE OF THE SHARES. The Company has authorized the
sale and issuance to the Investor of the Shares, and subject to the terms and
conditions hereof and in reliance upon the representations, warranties,
covenants and agreements of Investor contained herein, agrees to issue and sell
to the Investor the Shares, and the Investor hereby agrees to purchase from the
Company the Shares for U.S. $1.00 per share, for an aggregate purchase price of
U.S. $5,000,000.00 (the "PURCHASE PRICE").

         1.02 CLOSINGS AND DELIVERY OF THE SHARES.

                  (a)      The sale and purchase of the Shares shall take place
                           at a closing (the "CLOSING"), at 10:00 a.m. (Eastern
                           Time) within five (5) business days after the date of
                           this Agreement (the "CLOSING DATE") or at such other
                           place and time as may be mutually agreed upon by the
                           Company and the Investor.

                  (b)      At Closing:

                           (i)      The Investor shall deliver the Purchase
                                    Price to the Company by wire transfer of
                                    immediately available funds in consideration
                                    for the Shares; and




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                           (ii)     The Company shall issue and shall deliver to
                                    the Investor a stock certificate or
                                    certificates in definitive form, registered
                                    in the name of the Investor, or its
                                    designee, representing the number of Shares
                                    purchased by the Investor.



                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Investor as of the
date hereof and as of the Closing Date as follows:

         2.01 ISSUANCE OF SHARES. The Shares issued under this Agreement have
been duly authorized by all necessary corporate action and, when paid for in
accordance with the terms of this Agreement, the Shares shall be validly issued
and outstanding, fully paid and nonassessable, free and clear of all liens,
charges, and encumbrances of any nature whatsoever, including any preferential
rights of other shareholders of any nature or third parties and the Investor
shall be entitled to all rights accorded to a holder of capital stock of the
same class in the Company. The Company has complied with all applicable federal
and state securities laws in connection with the offer, issuance and sale of the
Shares hereunder.

         2.02 BYLAWS AND CORPORATE AGREEMENTS. All the rights and obligations of
the stockholders of the Company in their capacity as such are included in the
Certificate of Incorporation and the Bylaws of the Company and there are no
other rights, obligations or undertakings of any kind including any rights
regarding the Shares. The Company is not and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not conflict with or result, with or without the
passage of time and the giving of notice, in a breach of the Certificate of
Incorporation or Bylaws of the Company, or any material agreement, indenture or
other instrument, judgment, order, writ or decree to which the Company is a
party or by which it is bound.

         2.03 COMMISSION REPORTS. The Company has duly and timely, or under
applicable extensions, filed with the Securities and Exchange Commission (the
"COMMISSION") all reports and other documents (individually a "REPORT" and
collectively the "REPORTS") required to be filed by it by the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").

         2.04 DISCLOSURE. None of this Agreement, the Exhibits hereto, the
Reports or any other documents, certificates or instruments furnished to the
Investor by or on behalf of the Company or any subsidiary in connection with the
transactions contemplated by this Agreement contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made herein or therein, in light of the circumstances under which
they were made herein or therein, not misleading.

         2.05 CORPORATE EXISTENCE AND QUALIFICATION. The Company has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with full power and authority (corporate and
other) to own, lease and operate its properties and




                                  Page 2 of 24
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assets and to conduct its business as it is now being conducted. The Company is
duly incorporated and qualified to do business as a foreign corporation and is
in good standing in each jurisdiction of the United States, or any other
country, state province, or political subdivision in which the character of the
business conducted by it or the nature of the properties owned or leased by it
makes such qualification necessary for the conduct of its business, except where
the failure to be so qualified would not have a material adverse effect on the
assets, condition or affairs of the Company (a "MATERIAL ADVERSE EFFECT").

         2.06 CAPITALIZATION. The authorized capital stock of the Company
consists of (i) 300,000,000 shares of common stock, par value U.S. $0.001 per
share, of which 199,482,250 shares are issued and outstanding and (ii)
10,000,000 shares of preferred stock, par value U.S. $0.001 per share, of which
20 shares are designated as Series G convertible preferred stock and 5,882
shares are designated as Series H convertible preferred stock. As of May 31,
2002, 20 shares of Series G convertible preferred stock were issued and
outstanding and convertible into 1,675,555 shares of common stock, and 294
shares of Series H convertible preferred stock were issued and outstanding and
convertible into 294,000 shares of common stock. As of the May 31, 2002, there
were outstanding options, warrants and convertible debentures (of which U.S.
$30,655,000.00were outstanding) currently exercisable for or convertible into a
total of 42,936,151 shares of common stock. The Company has all requisite power
and authority to issue, sell and deliver the Shares in accordance with and upon
the terms and conditions set forth in this Agreement, and all corporate action
required to be taken by the Company for the due and proper authorization,
issuance, sale and delivery of the Shares has been validly and sufficiently
taken. The Company has not violated any applicable federal or state securities
laws in connection with the offer, sale or issuance of any of its capital stock.

         2.07 AUTHORITY. All corporate action on the part of the Company,
necessary for the authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder, and the authorization,
issuance, sale and delivery of the Shares have been taken, and this Agreement
constitutes the legal, valid and binding agreement of the Company enforceable
against the Company in accordance with its terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought).

         2.08 COMPLIANCE WITH LAW. The Company is not, and will not be at
Closing, in violation or default of any order, writ or decree to which it is a
party or by which it is bound, or of any provision of any federal or state
statute, rule, ordinance or regulation applicable to the Company, except for
such violation which would not result, either individually or in the aggregate,
in any Material Adverse Effect.

         2.09 TAXES. The Company has accurately prepared and timely filed all
federal, state, local, foreign and other tax returns for income, gross receipts,
sales, use and other taxes and custom duties ("TAXES") required by law to be
filed by it, has paid all taxes owed by the Company (whether or not shown on any
tax return), except for assessments, the amount or validity of which currently
is being contested in good faith by appropriate proceedings and with respect to
which adequate reserves in accordance with GAAP have been provided on the books





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of the Company. There is no dispute or claim concerning any tax liability of the
Company either (a) claimed or raised by any authority in writing or (b) as to
which the Company has knowledge based upon personal contact with any agency of
such authority.

         2.10 ACTIONS PENDING. There is no action, suit, claim, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the
Company which questions the validity of this Agreement or the transactions
contemplated hereby, or any action taken or to be taken pursuant hereto. There
is no action, suit, claim, investigation or proceeding pending or, to the
knowledge of the Company, threatened, against or involving the Company or any of
its respective properties or assets and which, if adversely determined, will
result in a Material Adverse Effect. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental or
regulatory body against the Company or any subsidiary which will result in a
Material Adverse Effect.

         2.11 GOVERNMENTAL CONSENTS. Assuming the truth and accuracy of the
Investor's representations set forth in Article III of this Agreement, no
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of the Company is required in connection with
the consummation of the transactions contemplated by this Agreement, except for
those required under applicable state securities laws.

         2.12 OFFERING. Assuming the truth and accuracy of the Investor's
representations set forth in Article III of this Agreement, the offer, sale and
issuance of the Shares as contemplated by this Agreement is exempt from the
registration requirements of the Securities Act (as defined in Article III,
subsection (a) of this Agreement) and the state securities laws of any state of
the United States, and neither the Company nor any authorized agent acting on
its behalf will take any action hereafter that would cause the loss of such
exemption.

         2.13 PERMITS. The Company has all franchises, permits, licenses and any
similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which would not have a Material Adverse Effect. The
Company is not in default under of such franchises, permits, licenses or other
similar authority, except where such default would not have a Material Adverse
Effect.

         2.14 ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not have
material obligation or liability (whether accrued, absolute, contingent,
unliquidated or otherwise, either known to the Company or which, after diligent
investigation and inquiry, should have been discovered by the Company, whether
due or to become due and regardless of when asserted) arising out of
transactions entered into at or prior to the Closing, or any action or inaction
at or prior to the Closing, or state of facts existing at or prior to the
Closing other than: (i) liabilities set forth on the Company's unaudited
consolidated balance sheet as of December 31, 2001, and (ii) liabilities and
obligations which have arisen after December 31, 2001 in the ordinary course of
business.

         2.15 BUSINESS CONDITIONS. Since December 31, 2001, there has not been
any material adverse change in the business, financial condition, operations or
results of operations of the Company.




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         2.16 BROKERS. No broker or finder has acted for the Company in
connection with the transactions contemplated by this Agreement, and no broker
or finder is entitled to any broker's or finder's fee or other commission in
respect thereof based in any way on agreements, understandings or arrangements
with the Company.

         2.17 SUBSIDIARIES. All the representations and warranties made herein
shall also be deemed to be made with regard to each of the Company's
subsidiaries.

         2.18 AUDITED FINANCIAL STATEMENTS. The audited financial statements of
the Company for the fiscal year ended March 31, 2002 (the "2002 Audited
Financial Statements") shall not differ in any material respect from the
unaudited financial statements for such period provided to Investor by the
Company.


                                   ARTICLE III

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

         3.01 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor
represents and warrants to the Company that:

                  (a)      The Investor acknowledges that the offer, issuance
                           and sale to it of the Shares is intended to be exempt
                           from the registration requirements of the Securities
                           Act of 1933, as amended (the "SECURITIES ACT"),
                           pursuant to the provisions of Regulation D and/or
                           Regulation S promulgated by the Commission under the
                           Securities Act. The Investor represents and warrants
                           to the Company that it is not a "U.S. Person" as that
                           term is defined in Rule 902(k) of Regulation S.

                  (b)      Without limiting or conditioning the representations
                           and warranties of the Company contained in Article II
                           above, the Investor acknowledges that during the
                           course of the transaction and prior to this Agreement
                           that it has received information relating to the
                           Company and has been given a reasonable opportunity
                           to ask questions of and receive answers from the
                           Company and its representatives concerning the
                           Company. The Investor acknowledges that the Company's
                           representatives have answered all inquiries made on
                           behalf of the Investor to the satisfaction of the
                           person or persons making such inquiry.

                  (c)      The Investor has had the opportunity to employ the
                           services of an investment advisor, attorney or
                           accountant in connection with making the investment
                           contemplated by this Agreement, has read and
                           understands all of the documents furnished or made
                           available by the Company to the Investor, has
                           evaluated the merits and risks of such an investment,
                           and recognizes the highly speculative nature of this
                           investment. Investor can bear the risk of the total
                           loss of the investment made hereby.




                                  Page 5 of 24
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                  (d)      The Investor understands that the offering of Shares
                           has not been reviewed by the Commission and no
                           finding or determination as to the fairness of this
                           investment has been made by the Commission. It is the
                           Investor's present intention that the Shares being
                           purchased by the Investor are being acquired for the
                           Investor's own account and not with a present view to
                           or for sale in connection with any distribution
                           thereof.

                  (e)      No Person has or will have, as a result of the
                           transactions contemplated by this Agreement, any
                           right, interest or valid claim against or upon the
                           Investor for any commission, fee or other
                           compensation as a finder or broker because of any act
                           or omission of the Investor or any agent for the
                           Investor.

                  (f)      The Investor understands that (i) the Shares
                           currently have not been registered under the
                           Securities Act by reason of their issuance in a
                           transaction exempt from the registration requirements
                           of the Securities Act, (ii) the Shares must be held
                           until such time as they are registered under the
                           Securities Act pursuant to Article IV below or exempt
                           from such registration, and (iii) the Company will
                           make a notation on its transfer books to such effect.

                  (g)      The Investor has full corporate or other power and
                           authority to enter into and to perform this Agreement
                           in accordance with its terms.

                  (h)      The execution of, and performance of the transactions
                           contemplated by, this Agreement is not in conflict
                           with or will not result in any material breach of any
                           terms, conditions or provisions of, or constitute a
                           material default under, its corporate charter,
                           limited partnership agreement, or other
                           organizational document, as applicable, or any
                           indenture, lease, agreement, order, judgment or other
                           instrument to which the Investor is a party or by
                           which it is bound.

                  (i)      The Investor acknowledges that the Company is a
                           reporting company under the Exchange Act and is
                           subject to the disclosure requirements of Regulation
                           FD under the Exchange Act. The Investor acknowledges
                           that certain of the information furnished by the
                           Company to the Investor or its advisers in connection
                           with this Agreement, is confidential and nonpublic
                           and agrees that all such information shall be kept in
                           confidence by the Investor and neither used by the
                           Investor for the Investor's personal benefit (other
                           than in connection with this Agreement), nor
                           disclosed to any third party for any reason (other
                           than to its agents, advisors, attorneys, consultants
                           or other advisors in connection with the transactions
                           contemplated by this Agreement); provided, however,
                           that this obligation shall not apply to any such
                           information that (i) is part of the public knowledge
                           or literature and readily accessible at the date
                           hereof, (ii) becomes a part of the public knowledge
                           or literature and readily accessible by publication
                           (except as a result of a breach of this provision) or
                           (iii) is



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                           received from third parties (except third parties who
                           disclose such information in violation of any
                           confidentiality agreements or obligations, including,
                           without limitation, any Agreement entered into with
                           the Company).

                  (j)      The investor acknowledges and agrees that, pursuant
                           to the provisions of Regulation S, the Shares cannot
                           be sold, assigned, transferred, conveyed, pledged or
                           otherwise disposed of to any U.S. Person or within
                           the United States of America or its territories
                           without complying with the applicable distribution
                           compliance period as set forth in Rule 903 of
                           Regulation S. The Investor agrees not to engage in
                           hedging transactions with regard to the Shares unless
                           in compliance with the Securities Act.

                  (k)      The Investor acknowledges and agrees that the
                           certificates representing the Shares shall bear the
                           following legend (unless subsequently registered
                           under the Act):

                           "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED,
                           HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i)
                           PURSUANT TO A REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS
                           CURRENT WITH RESPECT TOT HESE SECURITIES, OR (ii)
                           PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION
                           UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER
                           HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF
                           COUNSEL TO THE CORPORATION, OR OTHER COUNSEL
                           REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE
                           PROPOSED DISPOSITION IS CONSISTENT WITH ALL
                           APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL
                           AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES
                           LAWS."

                  The Investor also acknowledges that the Company may place a
                  stop transfer order against transfer of any of the Shares, if
                  necessary in the Company's reasonable judgment, in order to
                  assure compliance by the Investor with the terms of this
                  Agreement.

         3.02 COVENANTS OF THE INVESTOR. In order to enable the Company to
conduct the registration in compliance with applicable securities laws, the
Investor hereby agrees as follows:

                  (a)      The Investor shall provide all information or other
                           materials and deliver such documents and undertakings
                           and take all such other actions as may be reasonably
                           required by the Company in order to permit the
                           Company to comply with applicable requirements of the
                           Securities Act and the




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                           Commission and to comply with the requirements of
                           applicable state securities laws and administrative
                           agencies.

                  (b)      All information provided by the Investor to the
                           Company in connection with the registration statement
                           shall be true and correct in all material respects as
                           of the date provided to the Company and will not omit
                           any material fact necessary to make such information
                           not misleading. The Investor shall notify the Company
                           in writing immediately of any changes in any
                           information provided to the Company in connection
                           with the registration statement at all times during
                           which the registration statement remains effective
                           and the Investor has any shares included therein.

         3.03 The Investor further covenants and agrees with the Company that it
shall not sell or otherwise dispose of any of the Shares (which term, for
purposes of this Section 3.03, shall include those shares issued to the
Investor, if any, pursuant to Sections 4.06 and 4.07, below), regardless of when
registered, for a period of 12 months from the Closing Date.

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

         The Company covenants and agrees with the Investor as follows:

         4.01. REGISTRATION AND LISTING.

                  (a)      The Company shall prepare and file with the
                           Commission a registration statement with respect to
                           all of the Shares and all of the shares issued to the
                           Investor, if any, pursuant to Sections 4.06 or 4.07,
                           below (collectively, the "Registrable Shares") and
                           shall use commercially reasonable efforts to cause
                           such registration statement to become effective no
                           later than June 30, 2003. The Company shall keep such
                           registration statement effective until the earlier to
                           occur of (i) the expiration of the time period
                           referred to in Rule 144(k) under the Securities Act
                           with respect to all beneficial holders of the
                           Registrable Shares other than affiliates of the
                           Company and (ii) such time as all of the Registrable
                           Shares have been sold or are otherwise freely
                           tradable without registration under the Securities
                           Act.

                  (b)      The Company shall prepare and file with the
                           Commission such amendments and supplements to such
                           registration statement and the prospectus used in
                           connection with such registration statement as may be
                           necessary to comply with the provisions of the
                           Securities Act with respect to the disposition of all
                           the Registrable Shares.

                  (c)      The Company shall furnish to the Investor such
                           numbers of copies of a prospectus, including a
                           preliminary prospectus, in conformity with the
                           requirements of the Securities Act, and such other
                           documents as it may



                                  Page 8 of 24
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                           reasonably request in order to facilitate the
                           disposition of the Registrable Shares.

                  (d)      The Company shall use commercially reasonable efforts
                           to register and qualify the securities covered by
                           such registration statement under such other
                           securities laws of such jurisdictions in the United
                           States as shall be reasonably requested by the
                           Investor; PROVIDED THAT the Company shall not be
                           required in connection therewith or as a condition
                           thereto to qualify to do business, to subject itself
                           to taxation in any such jurisdiction or to file a
                           general consent to service of process in any such
                           states or jurisdictions, unless the Company is
                           already subject to service in such jurisdiction and
                           except as may be required by the Securities Act.

                  (e)      In the event of any underwritten public offering, the
                           Company shall enter into and perform its obligations
                           under an underwriting agreement, in usual and
                           customary form, with the managing underwriter of such
                           offering. If the underwriter in such offering
                           requests the delivery of a "comfort letter" from the
                           Company's independent auditors or the delivery of an
                           opinion of counsel to the Company, the costs of such
                           comfort letter or opinion shall be borne by the
                           Investor. The Investor shall also enter into and
                           perform its obligations under such an agreement.

                  (f)      The Company shall notify the Investor when a
                           prospectus relating thereto is required to be
                           delivered under the Securities Act of the happening
                           of any event as a result of which the prospectus
                           included in such registration statement, as then in
                           effect, includes an untrue statement of a material
                           fact or omits to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading in the light of the
                           circumstances then existing.

                  (g)      The Company shall use commercially reasonable efforts
                           to cause all Registrable Shares to be listed on the
                           American Stock Exchange not later than June 30, 2003.

                  (h)      The Company shall perform all the necessary actions
                           to register or qualify the securities covered by such
                           registration statement under such other securities or
                           blue sky laws of such jurisdictions within the United
                           States and Puerto Rico as the holder shall reasonably
                           request, and perform all the necessary actions as may
                           be required in such jurisdictions; provided, however,
                           that the Company shall not be obligated to file any
                           general consent to service of process or qualify as a
                           foreign corporation in any jurisdiction.

         4.02 EXPENSES. Except as set forth in Section 4.01(e), all expenses
incurred in complying with the foregoing, including, without limitation, all
registration, filing and qualification fees (including all expenses incident to
filing with the American Stock Exchange), printing and accounting expenses, fees
and disbursements of counsel for the Company, expenses



                                  Page 9 of 24
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of any special audits incident to or required by any such registration and
expenses of complying with the securities or blue sky laws or any jurisdictions,
other than underwriting fees or commissions relating to the Registrable Shares,
shall be paid by the Company.

         4.03 INDEMNIFICATION WITH RESPECT TO THE REGISTRABLE SHARES.

         (a)      To the extent permitted by law, the Company will indemnify and
                  hold harmless the Investor, any underwriter (as defined in the
                  Securities Act) for the Investor and each other person, if
                  any, who controls the Investor or such underwriter, within the
                  meaning of the Securities Act or the Exchange Act, against any
                  losses, claims, damages or liabilities (joint or several) to
                  which they may become subject under the Securities Act, or the
                  Exchange Act or other federal or state law, insofar as such
                  losses, claims, damages or liabilities (or actions in respect
                  thereof) arise out of or are based upon any of the following
                  statements, omissions or violations (collectively a
                  "VIOLATION"): (i) any untrue statement or alleged untrue
                  statement of a material fact contained in the registration
                  statement under which the Registrable Shares were registered
                  under the Securities Act, including any preliminary prospectus
                  or final prospectus contained therein or any amendments or
                  supplements thereto, (ii) the omission or alleged omission to
                  state therein a material fact required to be stated therein,
                  or necessary to make the statements therein not misleading, or
                  (iii) any violation or alleged violation by the Company of the
                  Securities Act, the Exchange Act, any state securities law or
                  any rule or regulation promulgated under the Securities Act,
                  or the Exchange Act or any state securities law; and the
                  Company will pay to the Investor and each such underwriter or
                  controlling person, as incurred, any legal or other expenses
                  reasonably incurred by them in connection with investigating
                  or defending any such loss, claim, damage, liability or
                  action; provided, however, that the indemnity agreement
                  contained in this Subsection 4.03(a) shall not apply to (x)
                  amounts paid in settlement of any such loss, claim, damage,
                  liability or action if such settlement is effected without the
                  consent of the Company (which consent shall not be
                  unreasonably withheld or delayed), or (y) any such loss,
                  claim, damage, liability or action in respect of the Investor
                  or an underwriter or controlling person to the extent that it
                  arises out of or is based upon a Violation which occurs in
                  reliance upon and in conformity with written information
                  furnished expressly for use in connection with such
                  registration by the Investor or such underwriter or
                  controlling person.

         (b)      To the extent permitted by law, the Investor will indemnify
                  and hold harmless the Company, each of its directors, each of
                  its officers who shall sign the registration statement, each
                  person, if any, who controls the Company within the meaning of
                  the Securities Act or the Exchange Act, any underwriter, any
                  other person selling securities in such registration statement
                  and any controlling person of any such underwriter or other
                  person, against any losses, claims, damages or liabilities
                  (joint or several) to which any of the foregoing persons may
                  become subject,



                                 Page 10 of 24
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                  under the Securities Act, or the Exchange Act or other federal
                  or state law, insofar as such losses, claims, damages or
                  liabilities (or actions in respect thereto) arise out of or
                  are based upon any Violation, in each case to the extent (and
                  only to the extent) that such Violation occurs in reliance
                  upon and in conformity with information furnished by the
                  Investor for use in preparation of the registration statement,
                  as approved by the Investor; and the Investor will pay, as
                  incurred, any legal or other expenses reasonably incurred by
                  any person intended to be indemnified pursuant to this
                  Subsection 4.03(b), in connection with investigating or
                  defending any such loss, claim, damage, liability or action;
                  provided, however, that the indemnity agreement contained in
                  this Subsection 4.03(b) shall not apply to amounts paid in
                  settlement of any such loss, claim, damage, liability or
                  action if such settlement is effected without the consent of
                  the Investor (which consent shall not be unreasonably withheld
                  or delayed); provided, that, in no event shall any indemnity
                  under this Subsection 4.03(b) exceed the net proceeds from the
                  offering received by such Investor.

         (c)      Promptly after receipt by an indemnified party under this
                  Section 4.03 of notice of the commencement of any action
                  (including any governmental action), such indemnified party
                  will, if a claim in respect thereof is to be made against any
                  indemnifying party under this Section 4.03, deliver to the
                  indemnifying party a written notice of the commencement
                  thereof. The indemnifying party shall have the right to
                  participate in, and, to the extent the indemnifying party so
                  desires, jointly with any other indemnifying party similarly
                  noticed, to assume the defense thereof with counsel mutually
                  satisfactory to the parties; provided, however, that an
                  indemnified party (together with all other indemnified parties
                  which may be represented without conflict by one counsel)
                  shall have the right to retain one separate counsel, with the
                  fees and expenses to be paid by the indemnifying party, if
                  representation of such indemnified party by the counsel
                  retained by the indemnifying party would be inappropriate (in
                  the written opinion of counsel for the indemnified party which
                  counsel shall be reasonably acceptable to the Company) due to
                  actual or potential differing interests between such
                  indemnified party and any other party represented by such
                  counsel in such proceeding. The failure to deliver written
                  notice to the indemnifying party within a reasonable time of
                  the commencement of any such action, if prejudicial to its
                  ability to defend such action, shall relieve such indemnifying
                  party of any liability to the indemnified party under this
                  Section 4.03, but the omission so to deliver written notice to
                  the indemnifying party will not relieve it of any liability
                  that it may have to any indemnified party otherwise than under
                  this Section 4.03.

         (d)      If the indemnification provided for in this Section 4.03 is
                  held by a court of competent jurisdiction to be unavailable to
                  an indemnified party with respect to any loss, liability,
                  claim, damage or expense referred to therein, then the
                  indemnifying party, in lieu of indemnifying such indemnified
                  party hereunder, shall contribute to the amount paid or
                  payable by such indemnified party as a result of such loss,
                  liability, claim, damage or expense in such proportion as is
                  appropriate to reflect the relative fault of the indemnifying
                  party on the one hand and of the indemnified party on the
                  other in connection with the statements or



                                 Page 11 of 24
<PAGE>

                  omissions that resulted in such loss, liability, claim,
                  damage, or expense as well as any other relevant equitable
                  considerations. The relative fault of the indemnifying party
                  and of the indemnified party shall be determined by reference
                  to, among other things, whether the untrue or alleged untrue
                  statement of a material fact or the omission to state a
                  material fact relates to information supplied by the
                  indemnifying party or by the indemnified party and the
                  parties' relative intent, knowledge, access to information,
                  and opportunity to correct or prevent such statement or
                  omission.

         (e)      Notwithstanding the foregoing, to the extent that the
                  provisions on indemnification and contribution contained in
                  the underwriting agreement entered into in connection with the
                  underwritten public offering are in conflict with the
                  foregoing provisions, the provisions in the underwriting
                  agreement shall control.

         4.04 REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Investor the benefits of Rule 144 promulgated under the Securities Act, the
Company agrees to:

         (a)      make and keep public information available, as those terms are
                  understood and defined in Commission Rule 144, at all times;

         (b)      file with the Commission in a timely manner all reports and
                  other documents required of the Company under the Securities
                  Act and the Exchange Act; and

         (c)      furnish to the Investor, so long as the Investor owns any
                  Registrable Shares, forthwith upon request (i) a written
                  statement by the Company that it has complied with the
                  reporting requirements of Commission Rule 144, the Securities
                  Act and the Exchange Act, or that it qualifies as a registrant
                  whose securities may be resold pursuant to Form S-3, (ii) a
                  copy of the most recent annual or quarterly report of the
                  Company and such other reports and documents so filed by the
                  Company, and (iii) such other information as may be reasonably
                  requested in availing the Investor of any rule or regulation
                  of the Commission which permits the selling of any such
                  securities without registration or pursuant to such form.

         4.05 UNAUDITED AND AUDITED FINANCIAL STATEMENTS. The Company shall
deliver to the Investor copies of the unaudited financial statements of the
Company for the fiscal year ended March 31, 2002, but in no event later than
three days prior to the Closing. The Company shall deliver to the Investor
copies of the audited financial statements of the Company for such fiscal year
as soon as they may lawfully be disclosed to the Investor.

         4.06 COMPENSATION TO INVESTOR UPON THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS. If on October 31, 2002 (the "CALCULATION DATE"):

         (i) the Company has "materially" failed to meet the cash flow
         projections attached hereto as Exhibit D; or
         (ii) As a result of acts or omissions attributable to the Company, the
         Investor has failed to begin operating an interim network access point
         in Madrid, then



                                 Page 12 of 24
<PAGE>

at the request of either the Investor or the Company, the Company shall issue to
the Investor such number of additional shares of Common Stock (the "Additional
Shares") as determined in this Section 4.06. The number of Additional Shares to
be issued shall be calculated as follows: (1) the quotient of (A) the aggregate
number of shares theretofore issued or required to be issued to the Investor
pursuant to this Agreement, divided by (B) the Section 4.06 Adjustment Price
(defined below), less (2) the aggregate number of shares theretofore issued or
required to be issued to the Investor pursuant to this Agreement. The "SECTION
4.06 ADJUSTMENT PRICE" shall be the greater of U.S. $0.50 or the 10/31 Closing
Price.


         The Company covenants and agrees that (i) all shares issuable pursuant
to this Section shall be, when issued, free of preemptive rights, validly
authorized and issued, fully paid and non-assessable and free from all taxes;
and (ii) during the time period within which the Additional Shares may be
issued, the Company will, at all times, have authorized and reserved for the
purpose of issue a sufficient number of shares of Common Stock.


         4.07 NO DILUTION. Except for shares of Common Stock issuable upon the
exercise of options, puts, convertible debentures and warrants outstanding on
the date of this Agreement (but excluding the option heretofore granted by the
Company to any financial institution), the Company covenants and agrees that if,
from date hereof and continuing until the first anniversary of the Closing, it
issues any shares of its Common Stock for a purchase price less than the
"Anti-Dilution Price", the Company shall issue to the Investor such number of
additional shares of Common Stock as shall be determined by dividing 5,000,000
by the Anti-Dilution Price, and subtracting from the quotient thereof the number
of shares previously issued to the Investor in respect of this Agreement. For
purposes hereof, the "Anti-Dilution Price" shall equal (a) U.S. $1.00 per share;
(b) the Section 4.06 Adjustment Price (if and only if there shall have been an
adjustment pursuant to Section 4.06); or (c) any higher Anti-Dilution Price
previously established under this Section 4.07.

         The Company covenants and agrees that (i) all shares issuable pursuant
to this Section shall be, when issued, free of preemptive rights, validly
authorized and issued, fully paid and non-assessable and free from all taxes;
and (ii) during the time period within which such shares may be issued, the
Company will, at all times, have authorized and reserved for the purpose of
issue a sufficient number of shares of Common Stock.


         4.08 COMPANY INVESTMENT IN INVESTOR. Concurrently with the Closing, the
Company shall have consummated the purchase of at least ten percent (10%) of the
outstanding equity capital of the Investor.

         4.09 THE COMPANY'S GLOBAL STRATEGY. The Company covenants and agrees to
use its best commercially reasonable efforts to incorporate the Investor's
Madrid network access point into its global network access point strategy.

         4.10 SURVIVAL. The obligations of the Company and the Investor under
this Article IV shall survive the Closing and the completion of any offering of
the Shares in a registration statement under this Article IV, and otherwise.




                                 Page 13 of 24
<PAGE>

                                    ARTICLE V

                 CONDITIONS OF INVESTOR'S OBLIGATIONS AT CLOSING

         The obligations of the Investor under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective against the Investor if it does not
consent in writing thereto:

         5.01 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company contained in Article II shall be true on and as of the Closing
with the same effect as those such representations and warranties have been made
on and as of the date of Closing.

         5.02 PERFORMANCE. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied by it on or before the Closing.

         5.03 QUALIFICATIONS. Such authorizations, approvals or permits, if any,
of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the
Shares pursuant to this Agreement shall be duly obtained and effective as of the
Closing.

         5.04 CORPORATE PROCEEDINGS AND DOCUMENTS. All corporate and other
proceedings taken or required to be taken in connection with the transactions
contemplated at the Closing and all documents instant thereto shall be
reasonably satisfactory in form and substance to the Investor, and the Investor
shall have received all such counterpart original and certified or other copies
of such documents as it reasonably may request.

         5.05 NO PROCEEDINGS. There shall not have been commenced or threatened
against the Investor, or against any person affiliated with the Investor, any
proceeding involving any challenge to, or seeking damages or other relief in
connection with, any of the transactions contemplated in this Agreement.

         5.06 OPINION AND LETTER OF COUNSEL. The Investor shall have received
the opinion of (i) Greenberg Traurig, P.A., counsel to the Company, dated the
date of the Closing, substantially in the form set forth in Exhibit A hereto and
(ii) Jose E. Gonzalez, General Counsel to the Company, dated the date of the
Closing, substantially in the form set forth in Exhibit B hereto.

         5.07 CERTIFICATE OF INCORPORATION AND BYLAWS. The Company's Certificate
of Incorporation and Bylaws are in the form attached hereto as Exhibit C and
shall not have been amended or modified.

         5.08 SECURITIES LAW COMPLIANCE. The Company shall have made all
filings, subject to applicable extensions, required to be made on or prior to
the Closing under all applicable U.S. federal and state securities laws
necessary to consummate the issuance of the Shares pursuant to this Agreement in
compliance with such laws. Nothing contained herein shall be deemed to require
the Company to make any such filings prior to the due date therefore.


                                 Page 14 of 24
<PAGE>

         5.09 CLOSING DOCUMENTS. The Company shall have delivered to the
Investor all of the following documents:

         (a)      an Officer's Certificate dated the date of the Closing,
                  stating that the conditions specified in this Article V have
                  been fully satisfied;

         (b)      a copy of the resolutions duly adopted by the Company's Board
                  of Directors and certified by the Secretary of the Company
                  authorizing the execution, delivery and performance of this
                  Agreement, the issuance and sale of the Shares, and the
                  consummation of all other transactions contemplated by this
                  Agreement; and a Certificate of Good Standing in effect at the
                  Closing and certified by the Secretary of State of the State
                  of Delaware.

         5.10 COMPANY INVESTMENT IN INVESTOR. The Company shall, concurrently to
the Closing , have consummated the purchase of at least ten percent (10%) of the
outstanding equity capital of the Investor pursuant to Section 4.08, above, and
shall have made full payment of the purchase price paid by Centro de Transportes
Coslada to it.

         5.11 LICENSE. The Company and the Investor shall have entered into a
license agreement in form and substance satisfactory to the Investor and the
Company. Pursuant to such license, the Company shall have granted to the
Investor, INTER ALIA:

         (i)      an exclusive and non-transferable, royalty-free, fully paid
                  right and license to use in Spain the Company's trademark "Nap
                  de las Americas" for a period of twenty (20) years, commencing
                  on the Closing Date; and

         (ii)     an exclusive and non-transferable, royalty-free, fully paid
                  right and license to use in Spain the Company's technical and
                  other know-how with respect to the formation and operation of
                  network access points for a period of fifteen (15) years,
                  commencing on the Closing Date.






                                 Page 15 of 24
<PAGE>
                                   ARTICLE VI

                                MUTUAL COVENANTS

         The Company will furnish to the Investor and the Investor will furnish
to the Company, such information and assistance as the other may reasonably
request in connection with the preparation of any regulatory filings or
submissions. The Company will provide the Investor and the Investor will provide
the Company, with copies of all correspondence, filings or communications (or
memoranda setting forth the substance thereof) between such party or any of its
representatives, on the one hand, and any governmental agency or authority or
member of their respective staffs, on the other hand, with respect to this
Agreement and the transactions contemplated hereby.

                                   ARTICLE VII

                                 INDEMNIFICATION

         The Company agrees to indemnify and hold harmless the Investor and its
directors, officers, affiliates, agents, successors and assigns from and against
any and all actual losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorney's fees, charges and
disbursements but excluding consequential damages) incurred as a result of any
misrepresentation or breach of the warranties and covenants made by the Company
herein, except where such misrepresentation or breach is caused by the Investor.
The Investor agrees to indemnify and hold harmless the Company and its
directors, officers, affiliates, agents, successors and assigns from and against
any and all actual losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys fees, charges and
disbursements but excluding consequential damages) incurred by the Company as
result of any breach of the representations and covenants made by the Investor
herein, except where such misrepresentation or breach is caused by the Company.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.01 FURTHER ASSURANCES. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement,
including, without limitation, using all reasonable efforts to obtain all
necessary waivers, consents and approvals and to effect all necessary
registrations and filings.

         8.02 EXPENSES. Except as otherwise provided herein, each party hereto
will pay its own expenses in connection with the transactions contemplated
hereby, whether or not such transactions shall be consummated.




                                 Page 16 of 24
<PAGE>

         8.03 SURVIVAL OF AGREEMENTS. All representations and warranties made
herein or in any agreement, certificate or instrument delivered to the Investor
pursuant to or in connection with this Agreement shall survive the execution and
delivery of this Agreement, the issuance, sale and delivery of the Shares.

         8.04 BROKERAGE. Each party hereto will indemnify and hold harmless the
others against and in respect of any claim for brokerage or other commissions
relative to this Agreement or to the transactions contemplated hereby, based in
any way on agreements, arrangements or understandings made or claimed to have
been made by such party with any third party.

         8.05 PARTIES IN INTEREST. All representations, covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not. Without limiting the generality of
the foregoing, all representations, covenants and agreements benefiting the
Investor, unless otherwise herein or therein provided, shall inure to the
benefit of any and all subsequent holders from time to time of Shares and all
such holders shall be bound by all of the obligations of the Investor hereunder.

         8.06 NOTICES. All notices, requests, consents, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given (i) on the date of service if served personally on the
party to whom notice is to be given, (ii) on the date of transmittal of services
via telecopy to the party to whom notice is to be given (with a confirming copy
delivered within 24 hours thereafter), (iii) on the third day after mailing if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, or (iv) on the date of delivery if
sent via a nationally recognized courier providing a receipt for delivery and
properly addressed as set forth on signature page hereto. Any notice or other
communication between the parties hereto shall be sent to the Company, addressed
to it at 2601 S. Bayshore Drive, Miami, Florida 33133, Attention: General
Counsel. Any party may change its address for purposes of this paragraph by
giving notice of the new address to each of the other parties in the manner set
forth above.

         8.07 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Florida, United States of
America, without giving effect to any choice of law or conflicting provision or
rule (whether of the State of Florida or any other jurisdiction) that would
cause the laws of any jurisdiction other than the State of Florida to be
applied.

         8.08 EXCLUSIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS. The
parties agree that any legal action, suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby shall be
instituted in a federal court sitting in Miami-Dade County, Florida which shall
be the exclusive jurisdiction and venue of said legal proceedings and each party
hereto waives any objection which such party may now or hereafter have to the
lay of venue of any such action, suit or proceeding, and irrevocably submits to
the jurisdiction of any such court in any such action, suit or proceeding. Any
and all service of process and any other notice in any such action, suit or
proceeding shall be effective against such party (or the subsidiary of such
party) when transmitted in accordance with Section 8.06. Nothing contained




                                 Page 17 of 24
<PAGE>

herein shall be deemed to affect the right of any party hereto to serve process
in any manner permitted by law.

         8.09 OTHER REMEDIES; SPECIFIC PERFORMANCE. Except as otherwise provided
in this Agreement, any and all remedies expressly conferred upon a party will be
deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity upon such party, and the exercise by a party of any one
remedy will not preclude the exercise of any other remedy. The parties agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. The parties accordingly agree that they shall be
entitled to seek an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court having jurisdiction, this being in addition to any other remedy to that
they are entitled at law or in equity.

         8.10 ENTIRE AGREEMENT. This Agreement, including the exhibits,
constitutes the sole and entire agreement of the parties with respect to the
subject matter hereof. All exhibits and schedules hereto are hereby incorporated
herein by reference.

         8.11 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         8.12 AMENDMENTS AND WAIVERS. This Agreement may be amended or modified,
and provisions hereof may be waived, with the written consent of the Company and
the holders of at least a majority of the outstanding Shares. Any such
amendment, modification or waiver shall be binding on all parties, including
those not signing such amendment, modification or waiver, and such consent may
be given or withheld for any reason or for no reason.

         8.13 SEVERABILITY. If any provision of this Agreement shall be declared
void or unenforceable by any judicial or administrative authority, the validity
of any other provision and of the entire Agreement shall not be affected
thereby.

         8.14 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Agreement.

         8.15 DEFINITION OF "PERSON." As used in this Agreement, the term
"Person" shall mean an individual, corporation, trust, partnership, limited
liability company or partnership, joint venture, unincorporated organization,
governmental authority or any agency or political subdivision thereof, or other
entity.




                                 Page 18 of 24
<PAGE>

         IN WITNESS WHEREOF, the Company and the Investor have executed this
Stock Purchase Agreement as of the date first above written.

THE COMPANY:                            THE INVESTOR:

TERREMARK WORLDWIDE, INC.               NAP DE LAS AMERICAS - MADRID, S.A.

By: /s/ Guillermo Amore                 By: /s/ Jose Maria Isardo
--------------------------------        ------------------------------------
Name: Guillermo Amore                   Name: Jose Maria Isardo
Title: Director                         Title: President

Address: 2601 S. Bayshore Drive             Address: Camara Oficial de Comercio
Miami, Florida 33133                        e Industria deMadrid, Plaza de la
                                            Independencia, n(0)1 Madrid, Spain








                                 Page 19 of 24
<PAGE>
                                    EXHIBIT A

                       LEGAL OPINIONS OF GREENBERG TRAURIG

         1. The Shares issued under the Agreement have been duly authorized by
all necessary corporate actions and, when paid for in accordance with the terms
of the Agreement, the Shares shall be validly issued and outstanding, fully paid
and nonassessable, free and clear of all liens, charges, and encumbrances of any
nature whatsoever, including any preferential rights of other shareholders of
any nature or third parties and the Investor shall be entitled to all rights
according to a holder of capital stock of the same class in the Company.

         2. All the rights and obligations of the holders of common stock of the
Company in their capacity as such are included in the Certificate of
Incorporation and the By-laws of the Company and there are no other rights,
obligations or undertakings of any kind including any rights regarding the
Shares. The Company is not, and the execution, delivery and performance of the
Agreement and the consummation of the transactions contemplated thereby will not
conflict with or result, with or without the passage of time and the giving of
notice, in a breach of the Certificate of Incorporation or Bylaws of the
Company, or any material agreement, indenture or other instrument, judgment,
order, writ or decree to which the Company is a party or by which it is bound.

         3. While we have not verified, and are not passing upon and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Reports, no facts have come to our attention which
lead us to believe that any of the Reports filed on or after April 28, 2000
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under which they were made herein or therein, not misleading.

         4. The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
power and authority (corporate and other) to own, lease and operate its
properties and assets and to conduct its business as it is now being conducted
and as it is proposed to be conducted.

         5. The authorized capital stock of the Company consists of (i)
300,000,000 shares of common stock, par value U.S. $0.001 per share, of which
199,482,250 shares are issued and outstanding and (ii) 10,000,000 shares of
preferred stock, par value U.S. $0.001 per share, of which 20 shares are
designated as Series G convertible preferred stock and 5,882 shares are
designated as Series H convertible preferred stock. The Company has all
requisite power and authority to issue, sell and deliver the Shares in
accordance with and upon the terms and conditions set forth in the Agreement,
and all corporate action required to be taken by the Company for the due and
proper authorization, issuance, sale and delivery of the Shares has been validly
and sufficiently taken. The Company has not violated any applicable federal or
state securities laws in connection with the offer, sale or issuance of any of
its capital stock.

         6. All corporate action on the part of the Company, its officers,
directors and stockholders, necessary for the authorization, execution and
delivery of the Agreement, the performance of all obligations of the Company
thereunder, and the authorization, issuance, sale and delivery of the Shares
have been taken, and the Agreement constitutes the legal, valid and



                                 Page 20 of 24
<PAGE>

binding agreement of the Company enforceable against the Company in accordance
with its terms (except in all cases as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding may
be brought).

         7. Assuming the truth and accuracy of the Investor's representations
set forth in Article III of the Agreement, the Company has complied with all
applicable federal and state securities laws in connection with the offer,
issuance and sale of the Shares hereunder, and no consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for those required under applicable state
securities laws.

         8. Assuming the truth and accuracy of the Investor's representations
set forth in Article III of the Agreement, the offer, sale and issuance of the
Shares as contemplated by the Agreement is exempt from the registration
requirements of the Securities Act and the state securities laws of any state of
the United States.




                                 Page 21 of 24
<PAGE>
                                    EXHIBIT B

                   LEGAL OPINIONS OF COMPANY'S GENERAL COUNSEL

         1. The Company has duly and timely or under applicable extensions,
filed with the Commission all Reports required to be filed by it by the Exchange
Act.

         2. The Company is duly incorporated and qualified to do business as a
foreign corporation and is in good standing in each jurisdiction of the United
States, or any other country, state province, or political subdivision in which
the character of the business conducted by it or the nature of the properties
owned or leased by it makes such qualification necessary for the conduct of its
business, except where the failure to be so qualified would not have a material
adverse effect on the assets, condition, affairs or prospects of the Company,
financially or otherwise (a "Material Adverse Effect").

         3. As of May 31, 2002, 20 shares of Series G convertible preferred
stock were issued and outstanding and convertible into 1,675,555 shares of
common stock, and 294 shares of Series H convertible preferred stock were issued
and outstanding and convertible into 294,000 shares of common stock. As of May
31, 2002, there were outstanding options, warrants and convertible debentures
(of which U.S. $30,655,000.00 were outstanding) currently exercisable for or
convertible into a total of 42,936,151 shares of common stock.

         4. The Company is not, and to my knowledge will not be at Closing, in
violation or default of any order, writ or decree to which it is a party or by
which it is bound, or of any provision, to my knowledge, of any federal or state
statute, rule, ordinance or regulation applicable to the Company, except for
such violation which would not result, either individually or in the aggregate,
in a Material Adverse Effect .

         5. There is no action, suit, claim or proceeding pending or, to my
knowledge, threatened against, or to my knowledge, any investigation of the
Company which questions the validity of this Agreement or the transactions
contemplated hereby, or any action taken or to be taken pursuant hereto. There
is no action, suit, claim, investigation or proceeding pending or, to my
knowledge, threatened, against or involving, or to my knowledge, any
investigation of the Company or any of its respective properties or assets and
which, if adversely determined, will result in a Material Adverse Effect. There
are no outstanding orders, judgments, injunctions, awards or decrees of any
court, arbitrator or governmental or regulatory body against the Company or any
subsidiary which will result in a Material Adverse Effect.

         6. To my knowledge, the Company has all franchises, permits, licenses
and any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which would not have a material adverse effect. To
my knowledge, the Company is not in default under of such franchises, permits,
licenses or other similar authority, except where such default would not have a
Material Adverse Effect.




                                 Page 22 of 24
<PAGE>
                                    EXHIBIT C

             CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY








                                 Page 23 of 24
<PAGE>



                                    EXHIBIT D

                                 CASH FLOW PLAN





                                 Page 24 of 24