<PAGE>
                                                                    EXHIBIT 10.3



THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.

                          SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of Sept. 27, 2002,
between Nomadic Collaboration International, Inc., a corporation organized under
the laws of the State of Nevada (the "Company") and PanAmerican Capital Group,
Inc. (the "Investor").

WHEREAS:

A.       The Company and the Investor are  executing  and  delivering  this
Agreement in reliance  upon the  exemptions  from securities registration
afforded by the provisions of:

         (i)      Regulation S ("Regulation S"), as promulgated by the United
                  States Securities and Exchange Commission (the "SEC") under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  and

         (ii)     Multilateral Instrument 45-103 adopted by the British Columbia
                  Securities Commission (the "BCSC") or Section 74(2)(4) of the
                  Securities Act (British Columbia) (the "B.C. Act").

B.       Upon the terms and conditions stated in this Agreement, the Company
desires to issue to the Investor a convertible note of the Company, in the
aggregate principal amount of Five Hundred and Two Thousand Two Hundred and
Fifty Dollars ($502,250.00), in the form attached hereto as Exhibit A (the
"Note"), convertible into shares of the Company's common stock (the "Common
Stock").
<PAGE>
                                      -2-

C.       The shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note are referred to herein as the "Conversion Shares". The
Note, and the Conversion Shares are collectively referred to herein as the
"Securities" and each of them may individually be referred to herein as a
"Security".

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Investor hereby agree as
follows:

1.       PURCHASE AND SALE OF THE NOTE AND THE WARRANTS

1.1      On the basis of the representations and warranties and subject to the
         terms and conditions set forth herein, the Company shall issue and sell
         on the Closing Date (as defined below), to the Investor, and the
         Investor agrees to purchase from the Company, for an aggregate purchase
         price of Five Hundred and Two Thousand Two Hundred and Fifty Dollars
         ($502,250.00) (the "Purchase Price"), the Note.

1.2      The Investor will pay the Purchase Price by surrendering to the Company
         for cancellation a previously issued interest bearing note of Four
         Hundred and Ninety Thousand Dollars ($490,000.00), with accrued
         interest of Twelve Thousand Two Hundred and Fifty Dollars ($12,250.00),
         issued by Omnitrix Technologies Inc., a wholly owned subsidiary of the
         Company.

1.3      On conversion of the Note, the Company agrees to deliver the Conversion
         Shares.

1.4      Closing of the issuance and sale of the Note pursuant to this Agreement
         (the "Closing") shall occur on or before Sept 28, 2002, or on such
         other date as may be mutually determined by the Company and the
         Investor (the "Closing Date").

2.       DOCUMENTS REQUIRED FROM INVESTOR

2.1      The Investor must complete, sign and return to the Company:

         (a)      an executed copy of this Agreement;

         (b)      if the Investor is purchasing pursuant to Multilateral
                  Instrument 45-103, adopted by the BCSC, a British Columbia
                  Accredited Investor Questionnaire in the form attached as
                  Exhibit B (the "Questionnaire"); and

         (c)      if the Investor is an individual and is purchasing pursuant to
                  Section 74(2)(4) of the Securities Act (British Columbia) (the
                  "B.C. Act"), a Form 45-903F1 in the form attached as
                  Exhibit C.

2.2      The Investor shall complete, sign and return to the Company as soon as
         possible, on request by the Company, any documents, questionnaires,
         notices and undertakings as may be required by any regulatory
         authorities and applicable law.
<PAGE>
                                      -3-

3.       INVESTOR'S ACKNOWLEDGEMENTS

3.1      The Investor acknowledges and agrees that:

         (a)      none of the Securities have been registered under the
                  Securities Act, under any state securities or "blue sky" laws
                  of any state of the United States, or under any provincial
                  securities laws and, unless so registered, may not be offered
                  or sold in the United States or, directly or indirectly, to
                  U.S. Persons, as that term is defined in Regulation S under
                  the Securities Act ("Regulation S"), except in accordance with
                  the provisions of Regulation S, pursuant to an effective
                  registration statement under the Securities Act, or pursuant
                  to an exemption from, or in a transaction not subject to, the
                  registration requirements of the Securities Act, and in each
                  case only in accordance with any applicable state and
                  provincial securities laws;

         (b)      the decision to execute this Agreement and acquire the
                  Securities hereunder has not been based upon any oral or
                  written representation as to fact or otherwise made by or on
                  behalf of the Company, and such decision is based entirely
                  upon a review of information (the receipt of which is hereby
                  acknowledged) which has been filed by the Company with the SEC
                  and in compliance, or intended compliance, with applicable
                  securities legislation (collectively, the "Public Record");

         (c)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Securities;

         (d)      there is no government or other insurance covering the
                  Securities;

         (e)      there are risks associated with an investment in the
                  Securities, as more fully described in certain information
                  forming part of the Public Record;

         (f)      the Investor understands that the Securities are being offered
                  and sold to the Investor in reliance upon specific exemptions
                  from the registration requirements of United States federal
                  and state securities laws and that the Company is relying upon
                  the truth and accuracy of, and the Investor's compliance with,
                  the representations, warranties, agreements, acknowledgements
                  and understandings of the Investor set forth herein and in the
                  Questionnaire in order to determine the availability of such
                  exemptions and the eligibility of the Investor to acquire the
                  Securities;

         (g)      the Investor has not acquired any of the Securities as a
                  result of, and will not itself engage in, any "directed
                  selling efforts" (as defined in Regulation S under the
                  Securities Act) in the United States in respect of any of the
                  Securities which would include any activities undertaken for
                  the purpose of, or that could reasonably be expected to have
                  the effect of, conditioning the market in the United States
                  for the resale of any of the Conversion Shares; provided,
                  however, that the Investor may sell or otherwise dispose of
                  any of the Conversion Shares pursuant to registration thereof
                  under the Securities Act and any applicable state securities
                  laws or under an exemption from such registration
                  requirements;
<PAGE>
                                      -4-

         (h)      the Company has advised the Investor that the Company is
                  relying on an exemption from the requirements to provide the
                  Investor with a prospectus and to sell the Securities through
                  a person registered to sell securities under the B.C. Act and,
                  as a consequence of acquiring the Securities pursuant to this
                  exemption, certain protections, rights and remedies provided
                  by the B.C. Act, including statutory rights of rescission or
                  damages, will not be available to the Investor;

         (i)      the Investor and the Investor's advisor(s) have had a
                  reasonable opportunity to ask questions of and receive answers
                  from the Company in connection with the distribution of the
                  Securities hereunder, and to obtain additional information, to
                  the extent possessed or obtainable without unreasonable effort
                  or expense, necessary to verify the accuracy of the
                  information about the Company;

         (j)      the books and records of the Company were available upon
                  reasonable notice for inspection, subject to certain
                  confidentiality restrictions, by the Investor during
                  reasonable business hours at its principal place of business,
                  and all documents, records and books in connection with the
                  distribution of the Securities hereunder have been made
                  available for inspection by the Investor, the Investor's
                  lawyers and/or advisor(s);

         (k)      the Investor will indemnify and hold harmless the Company and,
                  where applicable, its directors, officers, employees, agents,
                  advisors and shareholders, from and against any and all loss,
                  liability, claim, damage and expense whatsoever (including,
                  but not limited to, any and all fees, costs and expenses
                  whatsoever reasonably incurred in investigating, preparing or
                  defending against any claim, lawsuit, administrative
                  proceeding or investigation whether commenced or threatened)
                  arising out of or based upon any representation or warranty of
                  the Investor contained herein, the Questionnaire or in any
                  document furnished by the Investor to the Company in
                  connection herewith being untrue in any material respect or
                  any breach or failure by the Investor to comply with any
                  covenant or agreement made by the Investor to the Company in
                  connection therewith;

         (l)      in addition to resale restrictions imposed under U.S.
                  securities laws, there are additional restrictions on the
                  Investor's ability to resell the Conversion Shares under the
                  B.C. Act and Multilateral Instrument 45-102 adopted by the
                  BCSC;

         (m)      the statutory and regulatory basis for the exemption claimed
                  for the offer of the Securities, although in technical
                  compliance with Regulation S, would not be available if the
                  offering is part of a plan or scheme to evade the registration
                  provisions of the Securities Act; and

         (n)      the Investor has been advised to consult the Investor's own
                  legal, tax and other advisors with respect to the merits and
                  risks of an investment in the Securities and with respect to
                  applicable resale restrictions, and it is solely responsible
                  (and the Company is not in any way responsible) for compliance
                  with:
<PAGE>
                                      -5-

                  (i)   any applicable laws of the jurisdiction in which the
                        Investor is resident in connection with the distribution
                        of the Securities hereunder, and

                  (ii)  applicable resale restrictions.

4.       INVESTOR REPRESENTATIONS AND WARRANTIES

4.1      The Investor hereby represents and warrants to and covenants with the
         Company (which representations, warranties and covenants shall survive
         the Closing) that:

         (a)      if the Investor is a corporation or other entity, the Investor
                  has the legal capacity and competence to enter into and
                  execute this Agreement and to take all actions required
                  pursuant hereto and the Investor is duly incorporated and
                  validly subsisting under the laws of its jurisdiction of
                  incorporation and all necessary approvals by its directors,
                  shareholders and others have been obtained to authorize
                  execution and performance of this Agreement on behalf of the
                  Investor;

         (b)      if the Investor is a corporation or other entity, the entering
                  into of this Agreement and the transactions contemplated
                  hereby do not result in the violation of any of the terms and
                  provisions of any law applicable to, or the constating
                  documents of, the Investor or of any agreement, written or
                  oral, to which the Investor may be a party or by which the
                  Investor is or may be bound;

         (c)      the Investor has duly executed and delivered this Agreement
                  and it constitutes a valid and binding agreement of the
                  Investor enforceable against the Investor in accordance with
                  its terms except as enforcement may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or similar laws
                  affecting the enforcement of creditors' rights generally and
                  by equitable principles;

         (d)      all information contained in the Questionnaire is complete and
                  accurate and may be relied upon by the Company;

         (e)      if the Investor is purchasing pursuant to Multilateral
                  Instrument 45-103, by completing the Questionnaire, the
                  Investor is representing and warranting that the Investor is
                  an "Accredited Investor", as the term is defined in
                  Multilateral Instrument 45-103 adopted by the BCSC;

         (f)      the Investor is resident in the jurisdiction set out under the
                  heading "Name and Address of Investor" on the signature page
                  of this Agreement;

         (g)      the Investor is not a U.S. Person;

         (h)      the Investor is not acquiring the Securities for the account
                  or benefit of, directly or indirectly, any U.S. Person;

         (i)      the sale of the Securities to the Investor as contemplated in
                  this Agreement complies with or is exempt from the applicable
                  securities legislation of the jurisdiction of residence of the
                  Investor;
<PAGE>
                                      -6-

         (j)      the Investor is acquiring the Securities for investment only
                  and not with a view to resale or distribution and, in
                  particular, it has no intention to distribute either directly
                  or indirectly any of the Securities in the United States or to
                  U.S. Persons;

         (k)      the Investor is outside the United States when receiving and
                  executing this Agreement and is acquiring the Securities as
                  principal for the Investor's own account, for investment
                  purposes only, and not with a view to, or for, resale,
                  distribution or fractionalisation thereof, in whole or in
                  part, and no other person has a direct or indirect beneficial
                  interest in such Securities;

         (l)      the Investor acknowledges that the Investor has not acquired
                  the Securities as a result of, and will not itself engage in,
                  any "directed selling efforts" (as defined in Regulation S
                  under the Securities Act) in the United States in respect of
                  any of the Securities which would include any activities
                  undertaken for the purpose of, or that could reasonably be
                  expected to have the effect of, conditioning the market in the
                  United States for the resale of any of the Securities;
                  provided, however, that the Investor may sell or otherwise
                  dispose of any of the Securities pursuant to registration of
                  any of the Securities pursuant to the Securities Act and any
                  applicable state securities laws or under an exemption from
                  such registration requirements and as otherwise provided
                  herein;

         (m)      the Investor is purchasing the Securities for the Investor's
                  own account for investment purposes only and not with a
                  present view towards the public sale or distribution thereof,
                  except pursuant to sales that are exempt from the registration
                  requirements of the Securities Act and/or sales registered
                  under the Securities Act;

         (n)      the Investor understands that the Investor must bear the
                  economic risk of this investment indefinitely, unless the
                  Securities are registered pursuant to the Securities Act and
                  any applicable state securities or blue sky laws or an
                  exemption from such registration is available, and that the
                  Company has no present intention of registering the resale of
                  any such Securities;

         (o)      the Investor is not an underwriter of, or dealer in, the
                  shares of Common Stock of the Company, nor is the Investor
                  participating, pursuant to a contractual agreement or
                  otherwise, in the distribution of the Securities;

         (p)      if the Investor is acquiring the Securities as a fiduciary or
                  agent for one or more investor accounts:

                  (i)      the Investor has sole investment discretion with
                           respect to each such account and it has full power to
                           make the foregoing acknowledgements, representations
                           and agreements on behalf of such account, and

                  (ii)     the investor accounts for which the Investor acts as
                           a fiduciary or agent satisfy the definition of an
                           "Accredited Investor", as the term is defined in
                           Multilateral Instrument 45-103 adopted by the BCSC;
<PAGE>
                                      -7-

         (q)      the Investor is not aware of any advertisement of any of the
                  Securities; and

         (r)      no person has made to the Investor any written or oral
                  representations:

                  (i)      that any person will resell or repurchase any of the
                           Securities;

                  (ii)     that any person will refund the purchase price of any
                           of the Securities; or

                  (iii)    as to the future price or value of any of the
                           Securities; or

                  (iv)     that any of the Securities will be listed and posted
                           for trading on any stock exchange or automated dealer
                           quotation system or that application has been made to
                           list and post any of the Securities of the Company on
                           any stock exchange or automated dealer quotation
                           system.

4.2      If the Investor is purchasing the Securities pursuant to section
         74(2)(4) of the B.C. Act, then the Investor additionally represents,
         warrants and covenants to the Company (which representations,
         warranties and covenants shall survive closing) that:

         (a)      the Investor is purchasing as principal for its own account,
                  and not for the benefit of any other person or company, a
                  sufficient number of Securities such that the aggregate
                  acquisition cost to the Investor is not less than CDN$97,000;

         (b)      if the Investor is not an individual or a corporation, each
                  member of the partnership, syndicate or other unincorporated
                  organization which is the purchaser, or each beneficiary of
                  the trust which is the purchaser, as the case may be, is an
                  individual who has an aggregate acquisition cost for the
                  Securities of not less than CDN$97,000;

         (c)      neither the Investor nor any party on whose behalf the
                  Investor is acting has been created, established, formed or
                  incorporated solely, or is used primarily, to acquire
                  securities or to permit the purchase of the Securities without
                  a prospectus in reliance on an exemption from the prospectus
                  requirements of applicable securities legislation; and

         (d)      if the Investor is purchasing pursuant to the exemption from
                  prospectus requirements available under subsection 74(2)(4) of
                  the B.C. Act and is not purchasing for its own account:

                  (i)      the Investor is:

                           A.   a trust company or an insurer which has
                                received a business authorization under the
                                Financial Institutions Act (British Columbia)
                                or is a trust company or an insurer
                                authorized under the laws of another province
                                or territory of Canada to carry on such
                                business in such province or territory, and
                                the Investor is purchasing the Securities as
                                an agent or trustee for accounts that are
                                fully managed by the Investor; or
<PAGE>
                                      -8-

                           B.   an advisor who manages the investment
                                portfolios of clients through discretionary
                                authority granted by one or more clients and
                                the Investor is:

                                I.  registered as an advisor under the B.C. Act
                                    or the laws of another province or territory
                                    of Canada or the Investor is exempt from
                                    such registration and the Investor is
                                    purchasing the Securities as an agent for
                                    accounts that are fully managed by the
                                    Investor; or

                                II. carrying on the business of an advisor
                                    outside of Canada in which case:

                                    i.       it was not created solely or
                                             primarily for the purpose of
                                             purchasing Securities of the
                                             Company;

                                    ii.      the total asset value of the
                                             investment portfolios it manages on
                                             behalf of clients is not less than
                                             CDN$20,000,000; or

                                    iii.     it does not believe and has no
                                             reasonable grounds to believe that
                                             any resident of British Columbia or
                                             any directors, senior officers or
                                             other insiders of the Company or
                                             any persons carrying on investor
                                             relations activities for the
                                             Company has a beneficial interest
                                             in any of the managed accounts for
                                             which it is purchasing, and

                  (ii)     the aggregate acquisition cost for the Securities
                           is not less than CDN$97,000.

5.       BRITISH COLUMBIA RESALE RESTRICTIONS

5.1      The Investor acknowledges that the Securities are subject to resale
         restrictions in British Columbia and may not be traded in British
         Columbia except as permitted by the B.C. Act and the rules made
         thereunder.

5.2      By executing and delivering this Agreement, the Investor will have
         directed the Company not to include the Canadian legend on any
         certificates representing the Conversion Shares to be issued to the
         Investor.

5.3      As a consequence, the Investor will not be able to rely on the resale
         provisions of Multilateral Instrument 45-102, and any subsequent trade
         in the Conversion Shares will be a distribution subject to the
         prospectus and registration requirements of Canadian securities
         legislation, to the extent that the trade is at that time subject to
         any such Canadian securities legislation.
<PAGE>
                                      -9-

6.       LEGENDING OF THE SECURITIES

6.1      The Investor understands that the Note and, until such time as the
         Conversion Shares and have been registered under the Securities Act
         (including registration pursuant to Rule 416 thereunder) or otherwise
         may be sold by the Investor under Rule 144, the certificates for the
         Conversion Shares may bear a restrictive legend in substantially the
         following form:

         "THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO
         ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
         THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
         ACCORDINGLY NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES
         HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
         LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
         UNITED STATES, OR DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED
         HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
         PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS."

6.2      The Investor hereby acknowledges and agrees to the Company making a
         notation on its records or giving instructions to the registrar and
         transfer agent of the Company in order to implement the restrictions on
         transfer set forth and described in this Subscription Agreement.

7.       TRANSFER AGENT INSTRUCTIONS

7.1      The Company shall instruct its transfer agent to issue certificates
         within a reasonable period not to exceed 14 days from Closing Date,
         registered in the name of the Investor or its nominee, for the
         Conversion Shares in such amounts as specified from time to time by the
         Investor to the Company upon conversion of the Note.

7.2      If the Investor provides the Company and the transfer agent with an
         opinion of counsel, which opinion of counsel shall be in form,
         substance and scope customary for opinions of counsel in comparable
         transactions, to the effect that the Conversion Shares to be sold or
         transferred may be sold or transferred pursuant to an exemption from
         registration, or the Investor provides the Company with reasonable
         assurances that the Conversion Shares may be sold under Rule 144, the
         Company shall permit the transfer and promptly instruct its transfer
         agent to issue one or more certificates in such name and in such
         denominations as specified by the Investor.

8.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

8.1      The obligation of the Company hereunder to issue and sell the Note to
         the Investor hereunder is subject to the satisfaction, at or before the
         Closing, of each of the following conditions thereto, provided that
         these conditions are for the Company's sole benefit and may be waived
         by the Company at any time in its sole discretion:
<PAGE>
                                      -10-

         (a)      the Investor shall have delivered the Purchase Price in
                  accordance with Section 1 of this Agreement;

         (b)      the representations and warranties of the Investor shall be
                  true and correct as of the date when made and as of the
                  Closing Date as though made at that time (except for
                  representations and warranties that speak as of a specific
                  date, which representations and warranties shall be true and
                  correct as of such date), and the Investor shall have
                  performed, satisfied and complied in all material respects
                  with the covenants, agreements and conditions required by this
                  Agreement to be performed, satisfied or complied with by the
                  Investor at or prior to the Closing Date; and

         (c)      no statute, rule, regulation, executive order, decree, ruling
                  or injunction shall have been enacted, entered, promulgated or
                  endorsed by any court or governmental authority of competent
                  jurisdiction or any self-regulatory organization having
                  authority over the matters contemplated hereby which prohibits
                  the consummation of any of the transactions contemplated by
                  this Agreement.

9.       CONDITIONS TO THE PURCHASERS' OBLIGATION TO PURCHASE

9.1      The obligation of the Investor hereunder to purchase the Note from the
         Company hereunder is subject to the satisfaction, at or before the
         Closing Date, of each of the following conditions, provided that such
         conditions are for the Investor's sole benefit and may be waived by
         the Investor at any time in the Investor's sole discretion:

         (a)      the Company shall have delivered to the Investor a duly
                  executed Note (each in such denominations as the Investor
                  shall request) in accordance with Section 1 of this Agreement;

         (b)      the representations and warranties of the Company shall be
                  true and correct as of the date when made and as of the
                  Closing Date as though made at that time (except for
                  representations and warranties that speak as of a specific
                  date, which representations and warranties shall be true and
                  correct as of such date) and the Company shall have performed,
                  satisfied and complied in all material respects with the
                  covenants, agreements and conditions required by this
                  Agreement to be performed, satisfied or complied with by the
                  Company at or prior to the Closing Date; and

         (c)      no statute, rule, regulation, executive order, decree, ruling,
                  injunction, action or proceeding shall have been enacted,
                  entered, promulgated or endorsed by any court or governmental
                  authority of competent jurisdiction or any self-regulatory
                  organization having authority over the matters contemplated
                  hereby which questions the validity of, challenges or
                  prohibits the consummation of, any of the transactions
                  contemplated by this Agreement.
<PAGE>
                                      -11-

10.      GOVERNING LAW

10.1     This Agreement shall be governed by and construed in accordance with
         the laws of the Province of British Columbia. The Company irrevocably
         consents to the jurisdiction of the courts located in the Province of
         British Columbia in any suit or proceeding based on or arising under
         this Agreement and irrevocably agrees that all claims in respect of
         such suit or proceeding may be determined in such courts.

11.      MISCELLANEOUS

11.1     The Investor acknowledges and agrees that all costs and expenses
         incurred by the Investor (including any fees and disbursements of any
         special counsel retained by the Investor) relating to the purchase of
         the Securities shall be borne by the Investor.

11.2     Unless otherwise  indicated herein, all references herein to monetary
         denominations shall refer to lawful money of the United States of
         America.

11.3     This Agreement may be executed in two or more counterparts, all of
         which shall be considered one and the same agreement and shall become
         effective when counterparts have been signed by each party and
         delivered to the other party. This Agreement, once executed by a party,
         may be delivered to the other party hereto by facsimile transmission of
         a copy of this Agreement bearing the signature of the party so
         delivering this Agreement. In the event any signature is delivered by
         facsimile transmission, the party using such means of delivery shall
         cause the manually executed execution page(s) hereof to be physically
         delivered to the other party within five (5) days of the execution
         hereof, provided that the failure to so deliver any manually executed
         execution page shall not affect the validity or enforceability of this
         Agreement.

11.4     The headings of this Agreement are for convenience of reference and
         shall not form part of, or affect the interpretation of, this
         Agreement.

11.5     If any provision of this Agreement shall be invalid or unenforceable in
         any jurisdiction, such invalidity or unenforceability shall not affect
         the validity or enforceability of the remainder of this Agreement or
         the validity or enforceability of this Agreement in any other
         jurisdiction.

11.6     This Agreement and the instruments referenced herein contain the entire
         understanding of the Investor, the Company, their affiliates and
         persons acting on their behalf with respect to the matters covered
         herein and therein and, except as specifically set forth herein or
         therein, neither the Company nor the Investor makes any representation,
         warranty, covenant or undertaking with respect to such matters. No
         provision of this Agreement may be waived other than by an instrument
         in writing signed by the party to be charged with enforcement and no
         provision of this Agreement may be amended other than by an instrument
         in writing signed by the Company and the Investor.

11.7     Any notices required or permitted to be given under the terms of this
         Agreement shall be sent by certified or registered mail (return receipt
         requested) or delivered personally, by responsible overnight carrier or
         by confirmed facsimile, and shall be effective five (5)
<PAGE>
                                      -12-

         days after being placed in the mail, if mailed, or upon receipt or
         refusal of receipt, if delivered personally or by responsible overnight
         carrier or confirmed facsimile, in each case addressed to a party. The
         addresses for such communications shall be:

                          If to the Company:

                          Nomadic Collaboration International, Inc.
                          Suite 600 - 2107 N. First Street
                          San Jose, CA 95131
                          USA 95131

                          If to the Investor:

                          PANAMERICA CAPITAL GROUP, INC.
                          --------------------------------

                          WORLD TRADE CENTER, 12th FLOOR
                          --------------------------------

                          PANAMA, REP OF PANAMA
                          --------------------------------

         Each party shall provide notice to the other party of any change in
         address.

11.8     This Agreement shall be binding upon and inure to the benefit of the
         parties and their successors and assigns. Neither the Company nor the
         Investor may assign this Agreement or any rights or obligations
         hereunder. Notwithstanding the foregoing, the Investor may assign its
         rights hereunder to any of its "affiliates," as that term is defined
         under the Exchange Act, with the consent of the Company.

11.9     This Agreement is intended for the benefit of the parties hereto and
         their respective permitted successors and assigns, and is not for the
         benefit of, nor may any provision hereof be enforced by, any other
         person.
<PAGE>
                                      -13-

11.10    Each party shall do and perform, or cause to be done and performed, all
         such further acts and things, and shall execute and deliver all such
         other agreements, certificates, instruments and documents, as the other
         party may reasonably request in order to carry out the intent and
         accomplish the purposes of this Agreement and the consummation of the
         transactions contemplated hereby.

IN WITNESS WHEREOF, the Investor and the Company have caused this Agreement to
be duly executed as of the date first above written.

NOMADIC COLLABORATION INTERNATIONAL, INC.

By:   /S/ Raymond Polman
     --------------------------------------------
Name: RAYMOND POLMAN, CA
     --------------------------------------------
Title: PRESIDENT & CEO
     --------------------------------------------
Date: Sept 27, 2002
     --------------------------------------------

PANAMERICAN CAPITAL GROUP, INC.

By:   /S/ Patrick M. Abraham
     --------------------------------------------
Name: PATRICK M. ABRAHAM
     --------------------------------------------
Title: PRESIDENT
     --------------------------------------------
Date: SEPT. 27, 2002
     --------------------------------------------
<PAGE>
                                    EXHIBIT B

                         MULTILATERAL INSTRUMENT 45-103

                        ACCREDITED INVESTOR QUESTIONNAIRE

The purpose of this Questionnaire is to assure NOMADIC COLLABORATION
INTERNATIONAL, INC. (the "Company") that the undersigned (the "Investor") will
meet certain requirements for the registration and prospectus exemptions
provided for under Multilateral Instrument 45-103 ("MI 45-103"), as adopted by
the British Columbia Securities Commission and the Alberta Securities
Commission, in respect of a proposed private placement of securities by the
Company (the "Transaction"). The Company will rely on the information contained
in this Questionnaire for the purposes of such determination.

The Investor covenants, represents and warrants to the Company that:

         1.       the Investor has such knowledge and experience in financial
                  and business matters as to be capable of evaluating the merits
                  and risks of the Transaction and the Investor is able to bear
                  the economic risk of loss arising from such Transaction;

         2.       the Investor satisfies one or more of the categories of
                  "accredited investor" (as that term is defined in MI 45-103)
                  indicated below (please check the appropriate box):

                  [ ]      an individual who beneficially owns, or who together
                           with a spouse beneficially own, financial assets (as
                           defined in MI 45-103) having an aggregate realizable
                           value that, before taxes but net of any related
                           liabilities, exceeds CDN$1,000,000;

                  [ ]      an individual whose net income before taxes
                           exceeded CDN$200,000 in each of the two more recent
                           years or whose net income before taxes combined with
                           that of a spouse exceeded $300,000 in each of those
                           years and who, in either case, has a reasonable
                           expectation of exceeding the same net income level in
                           the current year;

                  [ ]      an individual registered or formerly registered under
                           the Securities Act (British Columbia), or under
                           securities legislation in another jurisdiction of
                           Canada, as a representative of a person or company
                           registered under the Securities Act (British
                           Columbia), or under securities legislation in another
                           jurisdiction of Canada, as an adviser or dealer,
                           other than a limited market dealer registered under
                           the Securities Act (Ontario);

                  [ ]      a Canadian financial institution as defined in
                           National Instrument 14-101, or an authorized foreign
                           bank listed in Schedule III of the Bank Act (Canada);
<PAGE>
                                      -2-

                  [ ]      the Business Development Bank of Canada incorporated
                           under the Business Development Bank Act (Canada);

                  [ ]      an association under the Cooperative Credit
                           Associations Act (Canada) located in Canada;

                  [ ]      a subsidiary of any company referred to in any of the
                           foregoing categories, where the company owns all of
                           the voting securities of the subsidiary, except the
                           voting securities required by law to be owned by
                           directors of that subsidiary;

                  [ ]      a person or company registered under the Securities
                           Act (British Columbia), or under securities
                           legislation of another jurisdiction of Canada, as an
                           adviser or dealer, other than a limited market dealer
                           registered under the Securities Act (Ontario);

                  [ ]      a pension fund that is regulated by either the Office
                           of the Superintendent of Financial Institutions
                           (Canada) or a provincial pension commission or
                           similar regulatory authority;

                  [X]      an entity organized in a foreign jurisdiction that is
                           analogous to any of the entities referred to in any
                           of the foregoing categories in form and function;

                  [ ]      the government of Canada or a province, or any crown
                           corporation or agency of the government of Canada or
                           a province;

                  [ ]      a municipality, public board or commission in Canada;

                  [ ]      a national, federal, state, provincial, territorial
                           or municipal government of or in any foreign
                           jurisdiction, or any agency thereof;

                  [ ]      a registered charity under the Income Tax Act
                           (Canada);

                  [ ]      a corporation, limited partnership, limited liability
                           partnership, trust or estate, other than a mutual
                           fund or non-redeemable investment fund, that had net
                           assets of at least CDN$5,000,000 as reflected on its
                           most recently prepared financial statements;

                  [ ]      a mutual fund or non-redeemable investment fund that,
                           in British Columbia, distributes it securities only
                           to persons or companies that are accredited
                           investors;

                  [ ]      a mutual fund or non-redeemable investment fund that,
                           in British Columbia, distributes its securities under
                           a prospectus for which a receipt has been issued by
                           the executive director of the British Columbia
                           Securities Commission; or
<PAGE>
                                      -3-

                  [X]      a person or company in respect of which all of the
                           owners of interests, direct or indirect, legal or
                           beneficial, are persons or companies that are
                           accredited investors.

The Investor acknowledges and agrees that the Investor may be required by the
Company to provide such additional documentation as may be reasonably required
by the Company and its legal counsel in determining the Investor's eligibility
to acquire the Securities under relevant legislation.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of
Sept 27, 2002.

                                                  /S/ Patrick M. Abraham
                                                 -------------------------------
                                                 Signature of Purchaser

                                                 PATRICK M. ABRAHAM, PRESIDENT

                                                 PANAMERICA CAPITAL GROUP, INC.
                                                 -------------------------------
                                                 Name of Purchaser

                                                 WORLD TRADE CENTER, 12th FLOOR
                                                 -------------------------------
                                                 Address of Purchaser

                                                 PANAMA, REP OF PANAMA
                                                 -------------------------------