EXHIBIT 4.9
                         LEISUREPLANET HOLDINGS, LTD.

                               PURCHASE AGREEMENT


         THE SECURITIES BEING PURCHASED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE
OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
FEDERAL AND STATE SECURITIES LAWS.

         THE SECURITIES BEING PURCHASED HEREBY MAY NOT BE SOLD, OFFERED,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE
REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.

         AGREEMENT by and between Leisureplanet Holdings, Ltd., a Bermuda
corporation (the "Company") and UBS AG, acting through its division Warburg
Dillon Read, and UBS Capital (Jersey) Ltd. (together, the "Purchaser").

                                    RECITALS
                                    --------

         A. The Company is offering to sell 1,379,310 shares of common stock,
$.01 par value of the Company (the "Common Stock") pursuant to the Company's
Confidential Private Placement Memorandum dated November 1999 (the "Memorandum")
to the Purchaser (the "Offering"). For every three shares of the Common Stock
purchased by the Purchaser, the Purchaser shall also receive from the Company an
option (the "Option") to purchase one (1) A ordinary share, 0.1 pence per share,
of LPI Limited, a United Kingdom corporation ("LPI"), which Option is
exercisable at an exercise price of $8.00 per share. The Company may not, except
with the prior written agreement of the Purchaser, increase the number of shares
of Common Stock or the number of shares underlying the Option sold in the
Offering. The Company's Common Stock and the said Option are collectively
referred to herein as the "Securities". The aggregate purchase price for the
Securities is $19,999,995. Value Investing Partners, Inc. (the "Placement
Agent"), is acting as the Company's placement agent in connection with the
Offering.

         B. In reliance upon the respective representations and warranties of
the Purchaser and the Company, and the terms and conditions hereinafter set
forth, the Purchaser desires to subscribe for, and the Company desires to sell
to the Purchaser, the Common Stock and the Option.


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         THEREFORE, in consideration of the Recitals and the undertakings,
covenants, and promises set forth below, the parties, intending to be bound,
agree as follows:

     1.   SALE AND PURCHASE OF SECURITIES.

          1.1 The Purchaser hereby agrees to purchase the number of Securities
set forth on the signature page hereto. Payment shall be made by December 22,
1999, against delivery of the Securities to the Purchaser, which Securities
shall be registered in the name of the Purchaser or its nominee. The date on
which the Securities are purchased and paid for is herein referred to as the
"Closing Date".

          1.2 The obligation of the Purchaser to purchase and pay for the
Securities on the Closing Date pursuant to Section 1.1 is subject to the
satisfaction of the following conditions:

          (a)       The accuracy of the representations and warranties of the
                    Company contained herein as of the date hereof and as of the
                    Closing Date (as if they were being repeated at and as of
                    the Closing Date);

          (b)       Announcement and consummation of the transaction between the
                    Company and CNN on substantially the same financial and
                    operational terms as those contained in the Memorandum of
                    Understanding previously provided to the Purchaser for
                    review;

          (c)       Execution by the Company and LPI Limited of an engagement
                    agreement appointing Warburg Dillon Read as global
                    co-ordinator and sole book-runner of the IPO of LPI Limited
                    substantially in the form of the draft previously provided
                    to the Company by Warburg Dillon Read;

          (d)       Execution of the Option Agreement; and

          (e)       Receipt by the Purchaser of a legal opinion, dated the
                    Closing Date, from Bermuda counsel to the Company, covering
                    the issuance of the Securities, the execution of this
                    Agreement and the Option Agreement.

     2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In consideration for the
Purchaser agreeing to subscribe for the Securities from the Company, the Company
hereby represents and warrants to the Purchaser as follows:

          2.1 The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of Bermuda. Each of First South
African Holdings Pty. Ltd., First Lifestyle Holdings Limited and LPI Limited,
has been duly organized, and is validly existing and is in good standing in the
jurisdiction of its formation. The Company owns, directly or indirectly, the
shares in its subsidiaries that it purports to own, free and clear of any liens,
claims

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encumbrances or options, except for such as have been disclosed in writing to
the Purchaser prior to the date hereof.

          2.2 All necessary corporate action has been duly and validly taken by
the Company to authorize the execution, delivery, and performance of this
Agreement by the Company and the issuance and sale of the Securities to be sold
by the Company pursuant to this Agreement. This Agreement and the Securities
have been duly and validly authorized, and this Agreement has been duly and
validly executed and delivered by the Company, and constitutes, and the
Securities, when executed and delivered in accordance with this Agreement, will
constitute, the legal, valid, and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles.

          2.3 The Company has all such corporate power and authority, and such
authorizations, approvals, consents, orders, licenses, certificates and permits
to enter into, deliver and perform its obligations under this Agreement and the
Securities.

          2.4 The Memorandum as of its date did not, as of the date hereof does
not, and as of the Closing Date will not, and each supplement or amendment
thereto as of its date will not, contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. All other information provided to the Purchaser by the Company or
the Placement Agent with respect to the Company and its subsidiaries was
accurate and complete in all material respects when so provided.

          2.5 The Securities (including the shares underlying the Option) when
issued and delivered to and paid for by the Purchaser as provided in this
Agreement will be duly and validly issued, fully paid, and non-assessable, and
none will have been issued in violation of any preemptive or similar right.

          2.6 Neither the execution, delivery, and performance of this Agreement
nor the consummation of any of the transactions contemplated hereby will give
rise to a right to terminate or accelerate the due date of any payment due
under, or conflict with or result in the breach of any term or provision of, or
constitute a default (or an event which with notice or lapse of time or both
would constitute a default) under, or require any consent or waiver under, or
result in the execution or imposition of any lien, charge, or encumbrance upon
any properties or assets of the Company or LPI, pursuant to the terms of, any
indenture, mortgage, deed or trust, or other agreement or instrument to which
the Company or LPI is a party or by which any of their respective properties is
bound, or any franchise, license, permit, judgment, decree, order, statute, rule
or regulation applicable to the Company or LPI, or will violate any provision of
the charter or bylaws of the Company or LPI, (except for such consents or
waivers which have already been obtained and are in full force and effect,)
which would have a material adverse effect on the ability of the Company to


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consummate the transactions contemplated hereby or on the financial condition
and results of operations of the Company and LPI taken as a whole or
individually.

          2.7 As of the date hereof, the Company would be eligible to file a
Registration Statement on Form S-3 under the Act for the shares of Common Stock
on behalf of the holders thereof.

          2.8 The Company has been subject to the reporting requirements under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has
filed for the past twelve (12) months all reports to be filed thereunder, and
such reports are complete and correct. There is no material information relating
to the Company and LPI that has not been disclosed to the public. The Company
agrees to maintain its reporting status under the Exchange Act and to file all
reports required thereunder when due.

          2.9 Except as disclosed in the Memorandum there are no material
claims, actions, suits, proceedings, arbitrations, investigations or inquiries
before any governmental agency, court or tribunal, domestic or foreign, pending,
or to the Company's knowledge, threatened, against the Company.

          2.10 Except as disclosed in the Memorandum or reflected or reserved
against in the financial statements included in the Company's Form 10-Q for the
fiscal quarter ended September 30, 1999, the Company, on a consolidated basis,
had no liabilities, debts, obligations or claims, whether accrued, contingent,
absolute or otherwise, whether due or to become due, except to the extent such
liabilities were incurred in the ordinary course of business and would not have
a material adverse effect on the Company and its subsidiaries, taken as a whole,
other than continued losses suffered by LPI Limited.

          2.11 The Common Stock is listed on The Nasdaq National Stock Market.
For as long as the Purchaser is the beneficial owner of the Common Stock, the
Company shall use its best efforts to maintain the listing of the Common Stock
on The Nasdaq Stock Market or another national exchange.

          2.12 The Company shall use the proceeds of the Offering substantially
in the manner described in the section of the Memorandum captioned "Use of
Proceeds."

          2.13 Schedule 2.13 to this Agreement sets out accurately and
completely: (a) the outstanding indebtedness of the Company and its subsidiaries
as at September 30, 1999, which has not materially changed since that date; (b)
to the extent of 99% accuracy, the number of shares of each class in the Company
and LPI currently outstanding (issued); and (c) to the extent of 99% accuracy,
the number of shares of each class in the Company and LPI currently subject to
warrants, options or other rights and the proceeds that would arise from the
exercise of such warrants, options or other rights.

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     3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser, hereby
represents and warrants to the Company as follows:

          3.1 The Purchaser acknowledges receipt of the Memorandum, setting
forth the terms of the Offering. The Purchaser, or his advisor, has carefully
reviewed the Memorandum, and as such understands the characteristics of the
Securities.

          3.2 The Purchaser is aware that the offer and sale of the Securities
have not been registered under the Act, in reliance upon an exemption under the
Act and that the Securities constitute "restricted securities" under Rule 144 of
the Act. The Purchaser represents, covenants, and agrees not to sell the
Securities unless registered under the Act, or pursuant to an exemption from
registration under the Act such as by reason of Rule 144 or Regulation S under
the Act, or the private placement exemption, and any applicable securities laws
under any state in the United States ("State Acts"), and agrees not to engage in
any hedging transaction with regard to the Securities except in compliance with
the Act and State Acts. The Purchaser understands that, except as provided
below, the Company is under no obligation to register the Common Stock, the
Option, or the shares underlying the Option, or to assist the Purchaser in
complying with any exemption from registration under the Act, except for
providing any necessary instructions or opinions to the Company's transfer
agent.

          3.3 The Purchaser agrees that a legend may be placed on any
certificate or certificates evidencing the Securities, stating that such
Securities have not been registered under the Act and setting forth or referring
to the restrictions on transfers and sales thereof; and the Company may place
stop transfer instructions against the Securities and the certificates
evidencing the Securities to restrict their transfer.

          3.4 The Purchaser has been provided with the opportunity to discuss
the terms and conditions of the Offering and the business of the Company and LPI
Limited with members of management and to review all relevant financial
information, books, records, and other information concerning the Company and
LPI Limited, and the Securities to be issued, such that the Purchaser is
familiar with the business, finances, and general prospects for the future of
the Company and LPI Limited.

          3.5 The Purchaser has the full right, power, and authority to enter
into this Agreement and to carry out and consummate the purchase of the
Securities contemplated herein. This Agreement constitutes the legal, valid, and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.

          3.6 The Purchaser, or its adviser, has such knowledge and experience
in financial and business matters that the Purchaser is capable of evaluating
the merits and risks of, and protecting his interests in connection with, a
purchase of the Securities. The Purchaser is acquiring


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the Securities for its own account and is not a "distributor" of the Securities
within the meaning of Regulation S under the Act. The Purchaser is financially
able to hold the Securities for an indefinite period.

                  3.7      Initial One:

________a.     The Purchaser is not a "U.S. person" as such term is defined
               under the Act ("U.S. Person") nor is the Purchaser acquiring the
               Securities for the account or benefit of any U.S. Person. The
               Purchaser understands that a U.S. Person includes (a) any natural
               person resident in the United States; (b) any partnership or
               corporation organized or incorporated under any state in the
               United States; (c) any estate of which any executor or
               administrator is a U.S. Person; (d) any trust of which any
               trustee is a U.S. Person; (e) any agency or branch of a foreign
               entity located in the United States; (f) any non-discretionary
               account or similar account (other that an estate or trust) held
               by a dealer or other fiduciary organized, incorporated, or (if an
               individual) resident in the United States; and (g) any
               partnership or corporation (i) organized or incorporated under
               the laws of any foreign jurisdiction and (ii) formed by a U.S.
               Person principally for the purpose of investing in securities not
               registered under the Act, unless it is organized or incorporated,
               and owned by accredited investors (as defined in Rule 501(a)
               under the Act) who are not natural persons, estates, or trusts.
               The Purchaser, if an individual, has a net worth equal to or
               greater than U.S. $1 million, and is a resident of the country
               set forth on the signature page. The Purchaser, if a partnership,
               corporation, limited liability company, or other entity, has a
               net worth equal to or greater than U.S. $5 million and has not
               been formed for the purpose of making this investment. The
               Purchaser is making this subscription from its offices at the
               address set forth below. The Purchaser understands that the
               exemption afforded by Regulation S requires that the purchasers
               of the Securities not be in the United States when the offer is
               made. The purchase of the Securities hereunder by the Purchaser
               is in accordance with all securities and other laws of the
               jurisdiction in which it is incorporated or legally resident.
               This Agreement has not been executed or delivered by the
               Purchaser in the United States.

______b.       The Purchaser satisfies the definition of "accredited investor"
               as set forth in Rule 501(a) of Regulation D under the Act, and
               the Purchaser has adequate means for providing for his current
               financial needs and contingencies, has no need for liquidity in
               the investment contemplated hereby and is able to bear the risk
               of loss of its entire investment, or the Purchaser is a
               "qualified institutional buyer," as such term is defined in Rule
               144A under the Act.

               3.8 Except as set forth herein and in the Memorandum, no
representations, assurances, or warranties have been made to the Purchaser or
its adviser, by the Company, LPI, or the Placement Agent, any of their
respective officers, directors, agents, employees or affiliates, or by anyone
else on their behalf, concerning the future profitability of the Company or LPI,
or the tax


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consequences of the Purchaser's ownership of the Securities. In
entering into this transaction the Purchaser is not relying upon any
information, other than that contained herein and in the Memorandum and in the
other information presented to the Purchaser by the Company or the Placement
Agent, and the results of its own independent investigation.

     4.       REGISTRATION OF THE COMMON STOCK.

               4.1 On or before January 31, 2000, the Company shall file with
the Securities and Exchange Commission (the "Commission") a registration
statement on a Form S-3, if eligible, or on such other form available for use by
the Company, covering the sale of the Common Stock by the Purchaser from time to
time through The Nasdaq Stock Market or the facilities of any national
securities exchange on which the Common Stock is then traded. The Company shall
use its best efforts to cause the registration statement to become effective
within 60 days after the registration statement is filed by the Company.

               4.2 The Company shall use its best efforts (including, without
limitation, preparation of necessary post-effect amendments and supplements) to
cause the registration statement to remain effective until the earlier of (a)
the sale of all shares of Common Stock being sold pursuant thereto, or (b) two
years following the date hereof (or any additional period that Purchaser is
required to deliver a Prospectus if it is deemed an "affiliate"). The Company
shall ensure that at all times the registration statement and the related
prospectus shall comply with the requirements of the Act and shall not contain a
misstatement or omission of a material fact.

               4.3 The Company shall furnish to the Purchaser such number of
copies of the prospectus as the Purchaser may reasonably request in order to
effect the sale of the Common Stock to be offered and sold by the Purchaser; but
only while the Company is required to cause the registration statement to remain
current.

               4.4 The Company shall use its best efforts to qualify the
offering under applicable blue sky or other securities laws of such
jurisdictions as may be specified by the Purchaser; provided, however, that the
Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified or
to file any general consent to service of process.

               4.5 The Company shall bear all expenses in connection with
registration of the Common Stock pursuant to this Article 4, other than fees and
expenses, if any, of counsel or other advisers to the Purchaser and any expenses
related to the sale of the Common Stock, including, without limitation, broker's
discounts, commissions, or fees of any nature and transfer taxes or fees of any
nature.

               4.6 It shall be a condition precedent to the obligations of the
Company to take any action with respect to registering the Common Stock that the
Purchaser furnish the Company in writing such information regarding the
Purchaser, the Common Stock, and other securities of the

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Company held by the Purchaser, and the distribution of such securities as the
Company may from time to time reasonably request in writing.

               4.7 The Purchaser agrees to notify the Company, at any time when
a prospectus is required to be delivered under the Act, upon discovery that, or
upon knowledge of the happening of any event a result of which, the prospectus
included in such registration statement, as then in effect, includes with
respect to the Purchaser, or which it believes includes with respect to the
Company, an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make a statement therein not
misleading in light of the circumstances under which they were made. The
Purchaser may also notify the Company, at any such time, if it believes the
prospectus includes with respect to the Company any such untrue statement or
omission (but the failure to so notify the Company shall not excuse the Company
from any of its obligations to the Purchaser hereunder). Promptly upon receipt
of any such notice, the Company will amend or supplement the registration
statement to include such information.

               4.8 The Purchaser agrees to discontinue the Purchaser's
disposition of Common Stock pursuant to a registration statement relating to
such Common Stock, upon notice from the Company that it must amend or supplement
the registration statement based upon advice of counsel or administrative
requirement. The Company will use its best efforts to promptly amend or
supplement the registration statement so as to permit the Purchaser to continue
sales thereunder.

               4.9 The Purchaser agrees to discontinue the Purchaser's
disposition of Common Stock pursuant to a registration statement relating to
such Common Stock during the 7 days prior to, and during the 180-day period (or
such shorter period to which the Company is subject) which begins on the
effective date of a registration statement in connection with an underwritten
public offering, if required by the managing underwriter in such underwritten
offering.

               4.10 In the event the Company satisfies its registration
obligation pursuant to this Article 4 pursuant to an underwritten public
offering, the Purchaser agrees that, if required by the managing underwriter in
such underwritten offering, it will not dispose of its shares of Common Stock
during the 7 days prior to, and during the 180-day period (or such shorter
period to which the Company is subject) which begins on the effective date of
such registration statement in connection with an underwritten public offering.

     5.       INDEMNIFICATION.

               5.1 To the extent permitted by law, the Company will, and hereby
does, indemnify and hold harmless the Purchaser, officers and directors of the
Purchaser, each other person who participates as an underwriter in the offering
or sale of such securities and each other person, if any, who controls the
Purchaser within the meaning of the Act, against any losses, claims, damages or
liabilities, joint or several, to which the Purchaser or any underwriter or
controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or


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liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which the Common Stock were registered under the Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse the Purchaser
and each such underwriter and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by the Purchaser expressly for use in the preparation
thereof, provided further that the Company shall not be liable to any person who
participates as an underwriter in the offering or sale of Common Stock or any
other person, if any, who controls such underwriter within the meaning of the
Act, in any such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of such
person's failure to send or give a copy of the final prospectus, as the same may
be then supplemented or amended, to the person asserting an untrue statement or
alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of the Common Stock to such person if such
statement or omission was corrected in such final prospectus. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Purchaser or any such underwriter or controlling person and
shall survive the transfer of such securities by the Purchaser.

               5.2 To the extent permitted by law, the Purchaser will, and
hereby does, indemnify and hold harmless each underwriter, each person who
controls such underwriter within the meaning of the Act, the Company, each
director of the Company, each officer of the Company who signs the registration
statement and each other person, if any, who controls the Company within the
meaning of the Act against any losses, claims, damages, or liabilities, joint or
several, to which the Company, or such director, officer, underwriter, or
controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement in, or omission or alleged omission
from, such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by the Purchaser expressly for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; provided that the Purchaser shall not be
liable to any person who participates as an underwriter in the offering or sale
of the Common Stock or any other person who controls such


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<PAGE>

underwriter within the meaning of the Act, in any such case to the extent that
any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such person's failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, to the
person asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of the
Common Stock to such person if such statement or omission was corrected in such
final prospectus. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of any underwriter, the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by the Purchaser.

               5.3 If the indemnification provided for in this Section 5 from
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.


                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

               5.4 Indemnification similar to that specified in the preceding
subdivisions of this Article 5 (with appropriate modifications) shall be given
by the Company and the Purchaser with respect to any required registration or
other qualification of securities under any federal or state law or regulation
of any governmental authority other than the Act.


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     6.       MISCELLANEOUS.

               6.1 This Agreement shall be binding upon and inure to the benefit
of the parties, their respective legal representatives, heirs, successors,
assigns and transferees. Without limiting the generality of the foregoing, the
registration rights conferred in Article 4 inure to the benefit of any and all
subsequent holders of the Common Stock. Such subsequent holders, by taking and
holding such Common Stock, shall be conclusively deemed to have agreed to be
bound by and to all of the terms and provisions of this Agreement.

               6.2 This Agreement sets forth the entire agreement and
understanding of the parties in respect of the subject matter hereof and
supersedes all prior agreements, arrangements, and understandings relating to
the subject matter hereof.

               6.3 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument. This Agreement may be delivered by telecopy, facsimile transmission,
or other electronic transmission, all with the same effect as if the same was a
duly delivered original manual counterpart.

               6.4 This Agreement shall be governed and construed by the laws of
the state of New York, without giving effect to conflicts of law.

               6.5 Each of the parties hereto hereby irrevocably consents and
submits to the non-exclusive jurisdiction of the United States District Court
for the Southern District of New York in connection with any proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby,
waives any objection to venue in such District (unless such court lacks
jurisdiction with respect to such proceeding, in which case, each of the parties
hereto irrevocably consents to the jurisdiction of the courts of the State of
New York in connection with such proceeding and waives any objection to venue in
the State of New York).

               6.6 Any notice, report, demand, waiver, consent or other
communication given by a party under this Agreement (each a "Notice") shall be
in writing, may be given by a party or its legal counsel, and shall be deemed to
be duly given (i) when personally delivered, or (ii) upon delivery by an
internationally recognized overnight courier service which provides evidence of
delivery, or (iii) when five (5) days have elapsed after its transmittal by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at that party's address as it appears below or another
address of which that party has given notice or (iv) when delivered by facsimile
transmission if a copy thereof is also subsequently delivered in person, by
overnight courier or by registered or certified mail as contemplated above.
Notices of address change shall be effective only upon receipt notwithstanding
the provisions of the foregoing sentence.



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         Notice to the Company shall be sufficient if given to:

                  Leisureplanet Holdings, Ltd.
                  1348 Washington Avenue, Suite 155
                  Miami, Florida  33139
                  Attn: Clive Kabatznik
                  Fax: (305) 856-4057

         With a copy to:

                  (Prior to January 21, 2000):
                  Parker Chapin Flattau & Klimpl, LLP
                  1211 Avenue of the Americas
                  New York, New York        10036
                  Attn: Henry I. Rothman, Esq.
                  Fax: (212) 704-6288

                  (After January 21, 2000):
                  Parker Chapin LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, New York 10174
                  Attn: Henry I. Rothman
                  Fax: (212) 704-6288

         Notice to the Purchaser shall be sufficient if given to:

                  Robert Kahn
                  UBS Capital
                  100 Liverpool Street
                  London EC2M2RH
                  Fax:  0207 568 7003

                           and

                  Warburg Dillon Read
                  a division of UBS A9
                  2 Finsbury Avenue
                  London EC2M 2PP
                  Attn:  Tom Cooper
                  Fax:  0207 568 0901


                                      -12-

<PAGE>

6.7 Throughout this Agreement, where such meanings would be appropriate, the
masculine shall be deemed to include the feminine and the neuter and the
singular shall be deemed to include the plural.


                                      -13-

<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below:

         UBSAG, acting through its division       Subscribed for:
                Warburg Dillon Read
         By:                                      1,379,310 Shares, $14,500,000
            -------------------------------       ---------          ----------


         UBS Capital (Jersey) Ltd.

         By:                                        459,700 Option, $ 5,499,995
            --------------------------------        -------           ---------



                                      -14-

<PAGE>


THE PURCHASER MUST INITIAL SUBSECTION (a) OR (b) OF SECTION 3.

Registration Instructions:

(If the Common Stock is to be registered in a
 name different from that of the Purchaser)


---------------------------------   --------------------------------------
Name                                                 Contact Name

---------------------------------   --------------------------------------
Account Reference (if applicable)           Contact Telephone Number

--------------------------------
Street or P. O. Box

--------------------------------
City and State


                                      -15-

<PAGE>


The foregoing offer of the Purchaser to subscribe for the Common Stock and the
Option is hereby accepted in full


Agreed to:

LEISUREPLANET HOLDINGS, LTD.



By:______________________________

Name:____________________________

Title:_____________________________

Date:_____________________________


                                      -16-