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THIS AGREEMENT made as of the 25th day of June, 1999.


BETWEEN:
                 NETJEWELS.COM INC., a corporation incorporated
                 pursuant to the laws of the State of Delaware,

                                            (hereinafter called the "Purchaser")
                                                               OF THE FIRST PART


                                     - and -


                 NETJEWELS.COM INC., a corporation incorporated
                 pursuant to the laws of the Province of Ontario,

                                               (hereinafter called the "Vendor")
                                                              OF THE SECOND PART



         WHEREAS pursuant to an agreement made as of the 3rd day of May, 1999,
between Vendor (formerly known as Xitejewelry.com Inc.) and D.G. Jewelry Inc.,
(the "DG Agreement") D.G. Jewelry Inc. sold, transferred and assigned to Vendor
those certain assets described in the DG Agreement (the "Purchased Asset") in
consideration of the sum of One Million and Eight Hundred Thousand Dollars
($1,800,000.00) which amount was paid and satisfied by a demand promissory note
issued by Vendor to D.G. Jewelry Inc. (the "Promissory Note");

         AND WHEREAS the Purchaser is a subsidiary of the Vendor;

         AND WHEREAS Vendor wishes to sell, transfer and assign to Purchaser and
Purchaser wishes to buy and acquire from Vendor all of Vendor's right, title and
interest in and to the Purchased Asset; and

         AND WHEREAS Purchaser wishes to assume all of the obligations of Vendor
owing to D.G. Jewelry Inc. pursuant to the Promissory Note;

         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
promises and the mutual covenants hereinafter contained, the parties hereto
covenant and agree as follows:

1.       Purchaser hereby purchases and acquires the Purchased Asset from Vendor
         and Vendor hereby sells and transfers the Purchased Asset to Purchaser
         upon the terms herein set forth.

                                      -1-

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2.       The Purchaser and the Vendor acknowledge and agree that the purchase
         price (the "Purchase Price") for the Purchased Asset shall be One
         Million and Eight Hundred Thousand Dollars ($1,800,000.00).

3.       In consideration of the Purchase Price for the Purchased Asset,
         Purchaser hereby agrees to assume all of Vendor's obligations under the
         Promissory Note and the parties hereto acknowledge and agree that the
         assumption by Purchaser of Vendor's obligations under the Promissory
         Note is in full satisfaction of the Purchase Price for the Purchased
         Asset.

4.       Purchases hereby agrees to indemnify and save Vendor harmless from all
         claims, demands, and liabilities of every nature and kind whatsoever in
         connection with the Promissory Note.

5.       Vendor covenants and agrees that it shall not alter or in any way amend
         the terms of the Promissory Note without the prior written consent of
         Purchaser, and any such alterations or amendments made without
         Purchaser's prior written consent shall not affect Purchaser's
         obligations hereunder.

6.       Purchaser represents and warrants to the Vendor as follows:

         (a)      It has been duly incorporated under the laws of the State of
                  Delaware and is a validly subsisting corporation; and

         (b)      It has full authority to enter into and carry out the
                  provisions of this Agreement.

7.       Vendor represents and warrants to the Purchaser as follows:

         (a)      It has been duly incorporated under the laws of the Province
                  of Ontario and is a validly subsisting corporation;

         (b)      It has full authority to enter into and carry out the
                  provisions of this Agreement;

         (c)      It has not previously transferred or assigned the Purchased
                  Asset to any other party or parties; and

         (d)      It owns the Purchased Asset free and clear of all liens and
                  encumbrances, and Vendor has taken all necessary steps to
                  transfer the Purchased Asset to Purchaser in such manner as
                  may be reasonably required by Purchaser.

8.       All representations, warranties and covenants contained in this
         agreement shall survive the execution and delivery of this Agreement
         and the completion of the transactions contemplated herein.

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9.       Each of the parties hereto shall from time to time execute and deliver
         all such further documents and instruments and do all acts and things
         as the other parties may reasonably require to effectively carry out or
         better evidence or perfect the full intent and meaning of this
         Agreement.

10.      Time shall be of the essence of this Agreement.

11.      This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and assigns.

12.      This Agreement shall be governed by and construed in accordance with
         the laws of the Province of Ontario.

13.      No modification of or amendment to this agreement shall be valid and
         binding unless set forth in writing duly executed by the parties
         hereto.

14.      All dollar amounts referred to in this Agreement are in American funds.

         IN WITNESS WHEREOF the parties hereto have executed this agreement.


                                  NETJEWELS.COM INC.
                                  (a Delaware Corporation)


                                  Per:______________________________
                                  Name:    Jack Berkovits
                                  Title:   President
                                  I/we have authority to bind the Corporation.

                                  NETJEWELS.COM INC.
                                  (an Ontario Corporation)


                                  Per:______________________________
                                  Name:    Jack Berkovits
                                  Title:   President
                                  I/we have authority to bind the Corporation.

                                      -3-