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                            SHARE PURCHASE AGREEMENT

                Made and entered into this 5th day of July, 2000

                                 by and between

Newtech Broadwidth Ltd.
a company duly registered under
the laws of the state of Delaware,
(hereinafter: the "Company")

                                                               of the first part

                                       and

Myriam Abitbol, Advocate
Yehuda Raveh & Co, Law Offices
America House.
35, Shaul Hamelech Blvd.
Tel-Aviv
Israel

As TRUSTEE on behalf of the shareholders

(hereinafter jointly and severally: the "Current Shareholders"
or "CSH")

                                                              of the second part

                                       and

Yellowave Corporation
a corporation registered under the
Laws of the State of Nevada
(hereinafter: "YWAV")
11777 San Vincente Boulevard
Suite 505
Los Angeles, California 90049

                                                               of the third part

                                   WITNESSETH:

WHEREAS        the   Company  is  creating   and   managing  a  network  of  TMT
               (Technology,   Media  and  Telecom)  companies   specializing  in
               broadband  applications  and the integration of new  technologies
               offered by interactive PC.TV,


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                                      -2-

               E.Commerce    IP   Content,    Advertising/Marketing,    Enabling
               Technologies  and the internet  economy,  including  reception of
               data and  television  program  channels  transmitted by satellite
               (ICOM4U) as well as a home server,  the U.P.A.H  Universal Player
               at Home (YOOPYAH), Fast Internet Solutions (FREE).

               The Company is the owner and/or  integrator  of the  technologies
               for ICOM4U,  U.P.A.H  Universal Player at Home (YOOPYAH) and Fast
               Internet Solutions (FREE). The Company commits itself to bring to
               YWAV  agreements  with NDS,  National Semi  Conductors  Quantum &
               Philips.

AND
WHEREAS        the Current  Shareholders  own all of the issued and outstanding
               shares of the Company;

AND
WHEREAS        YWAV and the CSH deem it desirable and in their  respective  best
               interests  for YWAV to acquire  from the CSH all of the shares of
               the  Company, and in  consideration  to  transfer 7,425,000  YWAV
               Shares  which  represent  about 75% of the share  capital and all
               respective  rights  of YWAV  including  shares  outstanding,  and
               4,140,000 YWAV Options, as defined hereinbelow,  to the  CSH, all
               upon the terms and conditions set forth herein;

NOW,  THEREFORE in  consideration  of the premises and mutual  covenants  herein
contained, the Parties agrees as follows:

1.  Preamble and Annexes

    The  preamble  to this  Agreement  and all Annexes  attached  hereto form an
    integral part hereof.

2.  Definitions

    Capitalized  terms,   unless  otherwise  defined  herein,   shall  have  the
    respective meaning ascribed to them hereunder:

    2.1     the "Agreement" --- this Agreement.

    2.2     the  "Closing"--   the  closing  of  the  transaction   contemplated
            hereunder, as provided in Section 3.3 hereinbelow.

    2.3     the  "Company's  Business" -- creating and managing a network of TMT
            (Technology,  Media and Telecom) companies specializing in broadband
            applications  and the  integration  of new  technologies  offered by
            interactive PC.TV,  E.Commerce, IP  Content,  Advertising/Marketing,
            Enabling Technologies and the


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                                      -3-

    internet  economy,  including  reception  of  data  and  television  program
    channels  transmitted  by satellite  (ICOM4U) as well as a home server,  the
    U.P.A.H  Universal  Player at Home  (YOOPYAH), and Fast  Internet  Solutions
    (FREE).

    2.4     "Companies Law" -- the United States Law.

    2.5     "Dollar(s)" or "$" -- United States Dollars.

    2.6     "Intellectual  Property"  --  all  registered  patents,  copyrights,
            trademarks,   trade  names,  service  marks,   designs,   logos  and
            applications  thereof,   technology, know-how,   inventions,   trade
            secrets, designs, process and technical data and information, or any
            other type of proprietary intellectual property rights, if any.

    2.7     "Interested  Party"-- any  interested  person  within the meaning of
            such term under the US Companies Law.

    2.8     "Products" products developed by the Company.

    2.9     "Securities"   --  securities  of  any  kind,   including,   without
            limitation,  shares of any  class,  options,  warrants,  convertible
            debentures  or any rights to  subscribe  for,  purchase of otherwise
            acquire shares of any class in any manner.

    2.10    the "VWAV  Shares" -- Shares of YWAV, to be  transferred  to the CSH
            according to the provisions of Sections 3.2 and 3.3 hereinbelow

3.  Purchase and Sale of the Company Shares

    3.1     Purchase and Sale of Shares
            Subject  to the  terms  and  conditions  of this  Agreement,  and in
            reliance on the representations, warranties and agreements contained
            herein,  at the Closing,  the CSH shall sell,  assign,  transfer and
            deliver  to YWAV all of the  issued  share  capital  of the  Company
            (hereinafter:  the  "Company  Shares")  and YWAV shall  purchase the
            Company Shares from the CSH in consideration for the issuance of the
            YWAV Shares.

            Each of the CSH  shall  sell  YWAV all its  Ordinary  Shares  of the
            Company of $ 0.01 par value each (hereinafter: the "Shares").

    3.2     Issuance of the YWAV Shares
            YWAV will issue to the CSH YWAV  Shares on the date of the  Closing,
            being a total of 7,425,000  (seven  million four hundred twenty five
            thousands)  shares  which  will  represent  about  75% of the  share
            capital  and  all  respective   rights  of  YWAV  including   shares
            outstanding  as of the closing, with  restrictions  of 6 months from
            the closing on the  transfer of the first 10% of such shares of CSH,
            and the  balance  of 90% of the  shares of CSH can be sold after one
            year from closing  according to regulations  imposed by SEC, NASDAQ,
            AMEX  and  NASD.  YWAV  will  issue  to the CSH  option  to  acquire
            4,140,000 (four million one hundred and forty  thousands)  shares of
            YWAV at prices equal to those Mr. Roni Oren and Mrs. Laura Ballegeer
            hold as described in Annex A.


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    3.3     The Closing
            3.3.1 The Closing of the transactions contemplated herein shall take
                  place at the offices of Yehuda Raveh & CO Law Offices, on July
                  15, 2000 at 11:00 a.m., or at such other time and/or  place as
                  may be agreed upon in writing by the Parties

    3.3.2         At the  Closing  --  provided  that the  Company, YWAV and the
                  CSH  have  complied with all  their covenants and undertakings
                  set forth in Sections 8 hereinbelow and in this Section 3, but
                  subject  to the  Parties'  right  to  close  disregarding  any
                  failure,   as  Provided   under  section  3.33  hereunder  the
                  following  actions  will be taken and shall be  considered  as
                  taken simultaneously:

            (a)   the  Company  and  the CSH  shall  deliver  to YWAV a  written
                  confirmation in the form attached hereto as Annex I confirming
                  and  certifying:   (i)  that  all  their  representations  and
                  warranties set forth in Sections 4 & 5 are true and correct as
                  of  the   Closing,   with  the  same  effect  as  though  such
                  representations  and warranties had been made on and as of the
                  date of the Closing (subject to changes which were notified in
                  writing to YWAV under Section 8.6 hereinbelow);  and (ii) that
                  the Company and the CSH have  performed  and complied with all
                  of their  undertakings and obligations set forth under Section
                  8  herein;  (iii)  that  all  authorizations,   approvals  and
                  consents  as set forth  under  Section  4.4  hereinbelow  were
                  obtained.

            (b)   The CSH shall  transfer  shall of the Company  Shares to YWAV,
                  and shall deliver to YWAV duly executed  share  transfer deeds
                  and  share  certificates  in  YWAV's  name,  representing  the
                  Company Shares sold and transferred to YWAV hereunder

            (c)   The  Company  shall  deliver  to YWAV:  (i) a true copy of the
                  corporate   approval  and   authorization  of  the  execution,
                  delivery and  performance by the Company of this Agreement and
                  the  consummation  of the  transactions  contemplated  herein,
                  including  the  approval  of the  Board  of  Directors  of the
                  Company to the sale and transfer of the Company Shares to YWAV

            (d)   Each of the  CSH  shall  have  waived  their  right  of  first
                  refusal, and any other rights (with the exception of the right
                  to receive the YWAV Shares as  specified in Section 3.2 above)
                  with  respect  to  the   execution   and   implementation   of
                  transactions  contemplated hereby, and shall have executed the
                  letter in the form attached hereto as Annex 2.

            (e)   YWAV  shall   deliver  to  the   Company  and  CSH  a  written
                  confirmation in the form attached hereto as Annex 3,


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                                      -5-

                  confirming and  certifying:  (i) that all its  representations
                  and  warranties  set forth in  Section  7 herein  are true and
                  correct as of the Closing, with the same effect as though such
                  representations  and warranties had been made on and as of the
                  date of the  Closing  and (ii)  that  YWAV has  performed  and
                  complied with all of their  undertakings  and  obligations set
                  forth  under  Section 8 herein;  and (iii)  that all  required
                  authorizations,  approvals  and  consents  as set forth  under
                  Section 7.4 hereinbelow were obtained.

            (f)   YWAV shall transfer the YWAV Shares to the CSH, as provided in
                  Section 3.2 above,  and shall  deliver to each of the CSH duly
                  executed share transfer deeds and share  certificates in their
                  names,  representing the number of shares  transferred to each
                  of them.

            (g)   YWAV  shall  further  deliver  to the  CSH a true  copy of the
                  corporate   approval  and   authorization  of  the  execution,
                  delivery and  performance  by YWAV of this  Agreement  and the
                  consummation   of  the   transactions   contemplated   herein,
                  including  the  approval  of the  Board of  Directors  of YWAV
                  including  the  transfer  of the YWAV  Shares to the CSH, in a
                  form satisfactory to CSWs counsel.

            (h)   YWAV shall further  deliver to the Company and CSH a copy of a
                  resolution  of a general  meeting of YWAV  appointing  Prosper
                  Abitbol as  Chairman & CEO, Eric  Benhamou,  Jacques Ben Ezra,
                  Myriam Abitbol and Laura  Ballegeer,  as directors of YWAV and
                  letters  of  resignation  from  Roni  Oren,  Laura  Ballegeer,
                  Richard Arons, Nir Natan, Eileen Hastings and Kalman Wiengrood
                  which  provide  for their  resignation  from  YWAV's  board of
                  directors, as specified in section 8.9 hereinbelow.

            (i)   YWAV  shall  further  deliver  written  notice by YWAV and all
                  shareholders  in YWAV  waiving any rights of first  refusal or
                  other similar rights in respect of the transfer of YWAV Shares
                  by YWAV to the CSH.

    3.3.3         Failure to fulfil  any of the  undertakings  and/or  covenants
                  required to be taken at or prior to the Closing, by any of the
                  Parties hereto, as set forth herein, shall constitute a breach
                  of the relevant Party, and shall entitle the other Party(ies),
                  at their sole  discretion,  without  derogating from any other
                  remedy or  relief  available  to them to:  (i)  terminate  the
                  Agreement  (in case of any  material  breach or an  immaterial
                  breach which was not  remedied  within  reasonable  time after
                  delivering  a notice  stating the breach);  (ii)  postpone the
                  Closing and reset it to such date at which the  failure  shall
                  have  been  remedied;  or (iii) to close in  disregard  of the
                  failure.

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                                      -6-

    3.3.4         Upon  the  occurrence,  prior  to or at  the  Closing,  of any
                  material change of events or conditions  which have a material
                  adverse  effect  the  condition  of  the  business  situation,
                  financially  or  otherwise,  of the  Company  or of  YWAV,  or
                  rendering  any  of the  representations  or  warranties  given
                  hereunder as the case may be, to be untrue or incorrect in any
                  material  way,  YWAV or the CSH, as the case may be,  shall be
                  entitled,   at  their  sole  discretion,   to  terminate  this
                  Agreement by giving written  notice to the other Parties.  The
                  Parties  hereby agree that in such event,  neither party shall
                  have any claims and/or demands  towards the other parties with
                  regard to the termination of the Agreement.

4.    Representations of the Company and the CSH

      The Company and each of the CSH, jointly and severally,  hereby represent,
      warrant and undertake  towards YWAV that the following is true and correct
      as of the date hereof

    4.1     Organization  and  Standing
            The Company is a private  company duly  incorporated,  organized and
            validly  existing  under  the laws of  Delaware.  A true copy of the
            Company's registration certificate is attached hereto as Annex 4

            No   proceeding   or   resolution   for   bankruptcy,   dissolution,
            liquidation,  winding-up,  appointment  of receiver  and/or  similar
            proceeding has been  instituted or taken by the Company,  and to the
            best of their  knowledge,  no such proceeding has been instituted or
            threatened against the Company.

    4.2     Authority
            The Company has full  corporate  power and  authority to enter into,
            execute and deliver this Agreement,  bind itself  hereunder,  comply
            with its  obligations  hereunder  and  consummate  the  transactions
            hereunder;  the  entering  into  and  the  execution,  delivery  and
            performance  by the Company of this  Agreement and the  transactions
            contemplated hereunder have been duly approved and authorized by all
            the required corporate actions, and this Agreement was signed by the
            Company's duly  authorized  representatives  and constitutes a valid
            and legally binding obligation on the Company.

    4.3     Absence of Conflict
            The  execution,  delivery and  performance  of this Agreement by the
            Company  will not conflict  with,  give rise to, or a result in, any
            breach  or  default  of  any  terms  of any  provision  of  law,  or
            regulation,  agreement, obligation,  commitment, ruling, judgment or
            order to which the  Company  is a party or by which the  Company  is
            bound,  including  under the  Company's  Memorandum  and Articles of
            Association;

    4.4     Required Consent
            No approval or consent from, nor any filing with, any person, entity
            or authority is required by the Company, for the execution, delivery
            and performance by it of this Agreement.

    4.5     Corporate Documents
            True copies of the Company's  Memorandum and Articles of Association
            as in effect on the date hereof,  and of all minutes and resolutions
            (including  actions by

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                                      -7-

            written  consent)  of the Board of  Directors  of the  Company,  any
            committee thereof, and of the shareholder of the Company,  since the
            date of its corporation through the date hereof, are attached hereto
            as Annex 5

            All the Company's  resolutions have been duly approved and accepted,
            and the  Company  has filed  with the  Registrar  of  Companies  all
            reports, notices and other documents required to be so filed.

    4.6     Capitalization
            (a)   The capitalization table attached hereto as Annex 6 sets forth
                  the Company's authorized share capital, its issued and paid-up
                  share capital,  the registered  holders  thereof all as of the
                  date hereof and immediately prior to the Closing.

            (b)   Subject  to Section  4.7  below,  except for (i) the rights of
                  pre-emption and first refusal under the Company's  Articles of
                  Association;  (ii) the  rights of YWAV  hereunder   above;  no
                  person or entity has any agreement,  option,  right (including
                  conversion  rights,  preemptive  rights  and  rights  of first
                  refusal) or warrant for the subscription,  allotment, issue or
                  purchase of any of the Company's Shares or other Securities of
                  the  Company,  nor is the Company or any of the CSH a party to
                  any  undertaking  of any kind,  towards  any person or entity,
                  regarding  any  shares  or other  Securities  of the  Company,
                  whether purchased from the Company or from the CSH.

    4.7     Share Option Plan
            The Company doesn't have any share option plan.

    4.8     Directors
            The  Company's  board of  directors  consists of 2 members:  Prosper
            Abitbol, Chairman and CEO and Eric Benhamou.

    4.9     Subsidiaries
            The  Company  does  not  hold  any  shares  in  any  joint  venture,
            partnership or similar arrangement.

    4.10    Contracts and other Commitments

            (a)   The Company is not a party to and is not bound by any material
                  agreement,  contractual  obligation  or commitment of any kind
                  whatsoever,  and has not given any  power of  attorney  to any
                  person or entity for any purpose whatsoever.  Furthermore, the
                  Company  is not a  party  to any  negotiation  with a view  to
                  executing any agreement, contractual obligation or commitment,
                  and no proposed transaction exists.

            (b)   All aforesaid  agreements,  obligations and commitments are in
                  full force and effect, the Company is not in default under any
                  of them,  nor is the  Company  or any of the CSH  aware of any
                  breach by any other party thereto or of any possible premature
                  termination of any of them.

    4.11    Related Parties Transactions


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                                      -8-

            (a)   Neither the CSH  no other  Interested  Party of the Company or
                  affiliate of  the Company, is indebted to the Company,  nor is
                  the Company  indebted (or committed to make loans or guarantee
                  credit) to any of them.

            (b)   Except Mr. Eric Benhamou,  neither the CSH, and to the best of
                  their  knowledge,  nor  any  other  Interested  Party  of  the
                  Company,  has any direct or indirect ownership interest in any
                  entity  (whether  corporate  or not) with which the Company is
                  affiliated   or  with  which  the   Company   has  a  business
                  relationship  or any entity  (whether  corporate  or not) that
                  competes with the Company.  Furthermore,  neither the CSH, and
                  to  their  best  knowledge,  nor any  Interested  Party of the
                  Company,   is  directly  or  indirectly,   interested  in  any
                  agreement  or  transaction   made,   proposed,   or  currently
                  contemplated to be made by or with the Company, and except for
                  their ownership interest in their shares in the Company and by
                  virtue thereof, they have no ownership interest or other right
                  in any of the Company's business or property.

            (c)   the Company is not a party to any agreement  with,  nor is the
                  Company  obligated  or  committed to any of the CSH, any other
                  Interested Party of the Company,  or affiliate of the Company,
                  nor does any proposed transaction with any of them exist.

    4.12    Litigation

            (a)   There  are no  legal  or  administrative,  actions,  suits  or
                  proceedings,  pending, threatened, filed, or authorized by the
                  Company,  nor docs the Company  have any  intention  of filing
                  any.  Furthermore,  there have not been and there are no regal
                  or   administrative,    actions,    suits,    proceedings   or
                  investigations  pending or threatened against the Company,  or
                  any such which are related in any way to the Company or to the
                  Company's  Business - against  the CSH,  or against any of its
                  office  holders - in their  capacity as such,  and neither the
                  Company  nor the CSH know of any fact  which may result in any
                  such proceedings.

            (b)   There  are  no  valid  or  existing   court  or   arbitration,
                  judgments, or orders against the Company, or any of its office
                  holders  (in their  capacity  as such),  or with regard to the
                  Company -- against any of the CSH.

    4 13    Intellectual Property Rights
            it is hereby declared that the Company owns any and all Intellectual
            Property  which is used and/or  developed  by the Company  and/or is
            necessary  for its  business as  conducted on the date hereof and --
            subject to further  research and -- development  activities -- which
            is  necessary  for its  business,  except for  existing  proprietary
            technologies,  which belong to their respective owners and have been
            integrated into the Company's Products (hereinafter:  the "Company's
            Intellectual Property");  (ii) no Company's Intellectual Property is
            subject to any law, judgment, decree, outstanding order or agreement
            restricting the use or licensing thereof, (iii) no person, including
            without  limitation any of the CSH or any director of the Company,
            other than the Company,  has any ownership right,  title,  interest,
            claim in or lien on any of the Company's Intellectual Property;

    4.14    Absence of undisclosed Liabilities


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                                      -9-

            The  Company  and the CSH are not  aware of any  liabilities  of the
            Company of any nature,  whether  accrued,  absolute,  contingent  or
            otherwise, including without limitation, tax liabilities.

    4.15    Permits and Licenses
            The Company does not require any licenses or permits for the conduct
            of its business as now being conducted by it.

    4.16    Compliance with other Instruments
            The Company is not in default or  violation of any term or provision
            of its Memorandum and Articles of Association, or of any order, law,
            statute, rule or regulation to which it is subject.

    4.17    Taxes
            The Company has duly filed all tax returns and all other tax reports
            which it is required to file, and has paid in full,  all taxes,  and
            other charges due or claimed to be due by any taxing authority.  All
            such tax returns and  reports are correct and  accurate  and are not
            subject to any dispute with the tax authorities.

    4.18    Brokerage
            No agent or  broker  or any  other  person  or  entity  acting  in a
            similar  capacity  on behalf or under the  authority  of the Company
            is, or will be  entitled to  any  broker's  or finder's  fee, or any
            other similar  commission or fee in connection with the transactions
            contemplated  hereby,  except  for Manor  Gindi who is  entitled  to
            receive 187,500 YWAV Shares as broker's fee.

5   Further Representations is of the CSH

    Each of the CSH hereby further  represents and warrants toward YWAV that the
    following is true and correct as of the date hereof:

    5.1     Organization and Standing (in the event of a corporate  shareholder)
            It is an entity duly  organized and validly  existing under the laws
            of the State of its  incorporation.  No proceeding or resolution for
            bankruptcy, dissolution,  liquidation,  winding-up, appointment of a
            receiver  and/or similar  proceeding has been instituted or taken by
            it, and, to the best of  its knowledge,  no such proceeding has been
            instituted or threatened against it.

    5.2     Authority
            It has the full  power and  authority  to enter  into,  execute  and
            deliver  this  Agreement,  bind  itself  hereunder,  comply with its
            obligations hereunder and consummate the transactions hereunder; and
            -- in the event of a corporate shareholder -- the entering  into and
            the execution,  delivery and performance by it of this Agreement and
            the transactions  contemplated hereunder have been duly approved and
            authorized by all the required corporate actions, and this Agreement
            was signed by its duly authorized  representatives and constitutes a
            valid and legally binding obligation on it.


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                                      -10-

    5.3     No Competition
            It has no direct or indirect interest in any corporation or business
            which  competes  with the Company's  Business,  whether as an owner,
            shareholder  of more than five percent (5%) of a company,  director,
            partner, principal, agent, consultant, financial supporter, adviser,
            employee, employer,  manager, other Office Holder or otherwise -- in
            each case whether alone or together with others. The above shall not
            apply to Mr. Eric Benhamou.

    5.4     Absence of Conflict
            The  execution,  delivery and  performance  of this Agreement by it,
            will not  conflict  with,  give rise to, or result in, any breach or
            default  of any  terms  of any  provision  of  law,  or  regulation,
            agreement,  obligation,  commitment,  ruling,  judgment  or order to
            which  it is a party or by which  it is  bound,  including -- in the
            event  of a  corporate  shareholder --  under  any of its  corporate
            documents.

    5.5     Required Consents
            No  approval  or consent  from any person,  entity or  authority  is
            required by it, for the execution, delivery and performance by it of
            this Agreement.

    5.6     Title to Shares
            It has full title and ownership to all the shares in the Company and
            such shares and his, rights with respect thereto,  are free from and
            clear  of  any  liens,  claims,   charges,   pledges,   attachments,
            encumbrances, interests or any other third party rights or claims of
            any type or  nature  whatsoever,  and  they  shall  remain  so until
            completion of the sale and transfer of the Company Shares to YWAV.

    5.7     Arrangements With Respect to Shares
            Except for the  provisions of this  Agreement,  it is not a party to
            any  agreement  or  obligation  which  relates  to its shares in the
            Company,  or with respect to any of the rights conferred upon him by
            virtue of such shares.

    6       All Relevant Information
            The Company and the CSH, jointly and severally, confirm toward YWAV,
            that the  representations and warranties set forth in Sections 4 and
            5 above, fully and accurately reflect the condition and state of the
            Company, with regard to the matters referred to therein, and, to the
            best of their knowledge, there is no material  information, required
            by  a  reasonable   investor  in  order  to  make  the  transactions
            contemplated hereunder, which is not specified therein.

    The  Company  and the CSH  shall  indemnify,  defend,  save  and hold  YWAV
    harmless  from and  against any and all losses,  demands,  claims,  actions,
    liabilities,  costs  and  expenses  (including  attorney's  fees)  suffered,
    imposed on or incurred by YWAV  directly or  indirectly  via the Company and
    the  CHS  as a  result  of or in  connection  with  a  breach  of any of the
    representations and warranties set out above.

7.  Representations of YWAV

    YWAV  hereby  represents  and  warrants  toward the  Company and the CSH the
    following  to be true and correct as of the date  hereof:


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                                      -11-



    7.1     Organization and Standing
            YWAV is an entity duly organized and validly existing under the laws
            of  the  State  of  Nevada.  A  true  copy  of  YWAV's  registration
            certificate is attached hereto as Annex 7.

            No   proceeding   or   resolution   for   bankruptcy,   dissolution,
            liquidation,  winding-up,  appointment of a receiver  and/or similar
            proceeding has been instituted or taken by YWAV, and, to the best of
            its knowledge,  no such proceeding has been instituted or threatened
            against it.

    7.2     Authority
            YWAV  has the full  corporate  power and  authority  to enter  into,
            execute and deliver this Agreement,  bind itself  hereunder,  comply
            with its  obligations  hereunder  and  consummate  the  transactions
            hereunder;  the  entering  into  and  the  execution,  delivery  and
            performance   by  it  of  this   Agreement   and  the   transactions
            contemplated  hereunder,  have been duly approved and  authorized by
            all the required corporate actions, and this Agreement was signed by
            its duly  authorized  representatives  and  constitutes  a valid and
            legally binding obligation on it.

    7.3     Absence of Conflict
            The execution, delivery and performance of this Agreement by it will
            be not  conflict  with,  give rise to, or result  in,  any breach or
            default  of any  terms  of any  provision  of  law,  or  regulation,
            agreement,  obligation,  commitment,  ruling,  judgment or order, to
            which it is a party or by which it is  bound,  including  under  its
            Memorandum of Articles of Association.

    7.4     Required Consents and Payments
            No approval or consent from any person,  entity or authority  and no
            payment  in terms of  capital  gains tax is  required  by it for the
            execution, delivery and performance by it of this Agreement.

    7.5     Corporate Documents
            True copies of its  Memorandum  and  Articles of  Association  as in
            effect  on the  date  hereof,  and of all  minutes  and  resolutions
            (including   actions  by  written  consent)  of  the  its  Board  of
            Directors,  any committee thereof,  and its shareholders,  since the
            date of its corporation through the date hereof, are attached hereto
            as Annex 8.

            All of its resolutions have been duly approved and accepted,  and it
            has filed with the Registrar of Companies  all reports,  notices and
            other documents required to be so filed.

    7.6     Capitalization

            (a)   The capitalization table attached hereto as Annex 9 sets forth
                  the YWAV's authorized share capital, its issued,  allotted and
                  paid-up share capital,  the registered  holders thereof -- all
                  as of the date hereof and immediately prior to the Closing.


<PAGE>

                                      -12-

            (ii)  Subject to the rights of the CSH, YWAV hereby declares that no
                  person or entity has any agreement,  option,  right (including
                  conversion  rights,  preemptive  rights  and  rights  of first
                  refusal) or warrant for the subscription,  allotment, issue or
                  purchase of any of the YWAV's  Shares or other  Securities  of
                  YWAV,  nor is YWAV a party  to any  undertaking  of any  kind,
                  towards any person or entity,  regarding any shares,  options,
                  or other  Securities  of YWAV,  except as detailed in Annex 10
                  attached hereto. Annex 10 shall include names of Owners of the
                  abovementioned  rights,  expiration dates of such rights,  the
                  price of realization  of such rights and so forth.  Concurrent
                  with the closing of this  agreement,  the options of Roni Oren
                  and Laura  Ballegeer  shall be exercised.  Further,  YWAV will
                  register  the  underlined   shares  granted  pursuant  to  the
                  exercised  options.  For  the  avoidance  of any  doubt,  this
                  options  exercise  does not affect the number and the value of
                  the options granted to CSH according to Section 3.2 hereabove.

    7.7     Share Option Plan
            YWAV hereby  declares that no options to employees were issued under
            any share  option  plans,  and no  resolutions  with respect to such
            issuance  have been  adopted by the  Company,  except as detailed in
            Annex 10 attached hereto.

    7.8     Directors
            YWAV's board of directors Consists of 6 members, it is hereby agreed
            that upon the Closing, the above directors shall provide the Company
            with  letters of  resignation  from YWAV's  board of  directors  and
            Prosper  Abitbol as Chairman & CEO Eric Benhamou,  Jacques Ben Ezra,
            Myriam Abitbol and Laura  Ballegeer  shall be appointed as directors
            in their place.

    7.9     Subsidiaries
            YWAV does not hold any shares in any joint  venture,  partnership or
            similar arrangement.

    7.10    Contracts and other Commitments
            (a)   YWAV  is not a  party  to and is  not  bound  by any  material
                  agreement,  contractual  obligation  or commitment of any kind
                  whatsoever,  and has not given any  power of  attorney  to any
                  person or entity for any purpose whatsoever. Furthermore, YWAV
                  is not a party to any negotiation with a view to executing any
                  agreement,   contractual  obligation  or  commitment,  and  no
                  proposed transaction exists.

    7.11    Related Parties Transactions
            (a)   No other  Interested  Party of YWAV or affiliate  of YWAV,  is
                  indebted to YWAV,  nor is YWAV  indebted (or committed to make
                  loans or guarantee credit) to any of them.

            (b)   No  Interested  Party  of YWAV  has  any  direct  or  indirect
                  ownership  interest in any entity  (whether  corporate or not)
                  with  which  YWAV is  affiliated  or  with  which  YWAV  has a
                  business relationship or any entity (whether corporate or not)
                  that competes with YWAV.  Furthermore,  no Interested Party of
                  YWAV is directly or indirectly, interested in any agreement or
                  transaction made,  proposed,  or currently  contemplated to be
                  made by or with


<PAGE>

                                      -13

                  YWAV, and except for their ownership  interest in their shares
                  in YWAV and by virtue thereof, they have no ownership interest
                  or other right in any of YWAV's business or property.

            (c)   YWAV  is  not a  party  to any  agreement  with,  nor is  YWAV
                  obligated  or  committed  to any  Interested  Party of it,  or
                  affiliate of it, nor does any proposed transaction with any of
                  them exist.

    7.12    Litigation
            (a)   Except  as  provided  in  Annex  B,  there  are  no  legal  or
                  administrative   actions,   suits  or  proceedings,   pending,
                  threatened,  filed,  or authorized by YWAV, nor does YWAV have
                  any intention of filing any. Furthermore,  there have not been
                  and  there  are no  legal  or  administrative  actions,  suits
                  proceedings or  investigations  pending or threatened  against
                  YWAV,  or any such which are  related in any way to YWAV -- or
                  against  any of its  office  holders -- in their  capacity  as
                  such,  and YWAV does not know of any fact  which may result in
                  any such proceedings.

            (b)   There  are  no  valid  or  existing   court  or   arbitration,
                  judgments,  or  orders  against  YWAV,  or any  of its  office
                  holders (in their capacity as such).

    7.13    Title to Property Right
            YWAV has good and  valid  title  to,  and is the sole and  exclusive
            owner of, all rights,  title and  interests in and to its assets and
            properties  -- real and  personal,  tangib1e and  intangible -- free
            from all mortgages, pledges, liens, security interests,  conditional
            sale agreements  encumbrances  or other charges,  or any other third
            party right whatsoever.
            A list of YWAV's assets and properties and their  estimated value is
            detailed in Annex 11 attached hereto.

    7.14    Intellectual Property Rights
            It is  hereby  declared  that  YWAV  exclusively  owns  any  and all
            Intellectual  Property which is used and/or developed by YWAV and/or
            is  necessary  for its  business  as  conducted  on the date  hereof
            (hereinafter:   "VWAV's   Intellectual   Property");   (ii)   YWAV's
            Intellectual  Property is not subject to any law, judgment,  decree,
            outstanding  order or  agreement  restricting  the use or  licensing
            thereof, (iii) no person, including any director of YWAV, other than
            YWAV, has any ownership right, title, interest,  claim in or lien on
            any Of YVAV's Intellectual Property

    7.15    Financial Statements

            (a)   Annex 12 attached hereto consists of YWAV's audited  financial
                  statement of June 30, 1999 and unaudited financial  statements
                  for  the  period  ending  June  30,  2000,  signed  by  YWAV's
                  accountants  (hereinafter:  the "Financial  Statements").  The
                  Financial  Statements fairly present the financial  condition,
                  assets,  liabilities  and operating  results of YWAV as of the
                  dates, and for the periods,  indicated therein,  and have been
                  prepared in  accordance  with  generally  accepted  accounting
                  principles in the state of  California  on a consistent  basis
                  through the periods indicated.

            (b)   Since the date of the Financial Statements there has not been:


<PAGE>

                                      -14-

                  (i)   any change in the assets  (including  YWAV's rights with
                        respect thereto),  liabilities,  financial condition, or
                        operating  results of YWAV,  from that  reflected in the
                        Financial  Statements,  except  changes in the  ordinary
                        course of business that have not been adverse, except as
                        detailed in Annex 13 prepared by YWAV at the closing.

                  (ii)  any damage,  destruction or loss, whether or not covered
                        by insurance  materially  and  adversely  affecting  the
                        business,  properties,  prospects or financial condition
                        of YWAV (as such business is presently  conducted and as
                        it is proposed to be conducted),

                  (iii) any  declaration  or payment of  dividends  or any other
                        distributions,

                  (iv)  any payment made to an Interested  Party or affiliate of
                        YWAV, except in the ordinary course of business.

    7.16    Absence of undisclosed Liabilities
            YWAV is not aware of any  liabilities  on its behalf of any  nature,
            whether  accrued,  absolute,  contingent  or  otherwise,   including
            without limitation tax liabilities,  liabilities to the stock market
            Securities authority  shareholders of YWAV banks, employees of YWAV,
            liabilities in terms  businesses sold by YWAV and other  liabilities
            to third  parties,  except is  provided  by the June 30th  Financial
            Statement as detailed in Annex 14.

    7. 17   Permits and Licenses
            YWAV does not require any licenses or permits for the conduct of its
            business as now being conducted by it.

    7.18    Compliance with other Instruments
            YWAV is not in default or  violation of any term or provision of its
            Memorandum  and  Articles  of  Association  or of  any  order,  law,
            statute, rule or regulation to which it is subject.

    7.19    Taxes
            YWAV has duly filed all tax returns and all other tax reports  which
            it is required to file, and has paid in full,  all taxes,  and other
            charges due or claimed to be due by -any taxing authority.  All such
            tax returns and reports are correct and accurate and are not subject
            to any dispute with the tax authorities.

    7.20    Employees
            (a)   Annex 15 attached  hereto contains a true and complete list of
                  the  names  of  YWAV'S  employees  and  each  such  employee's
                  position,  starting  employment date and monthly  salary;  the
                  terms  of  employment  of each  is as set  forth  under  their
                  respective  employment  agreements  true  copies of which have
                  been delivered to the Company and the CSH.

            (b)   YWAV  is in  compliance  in all  material  respects  with  all
                  applicable laws, policies,  procedures and agreements relating
                  to employment, terms and


<PAGE>

                                      -15-

                  conditions of  employment  and to the proper  withholding  and
                  remission to the proper legal  authorities,  including  social
                  and tax  authorities  of all sums required to be withheld from
                  employees or persons deemed to be employees  under  applicable
                  laws   including   social   and  tax  laws   respecting   such
                  withholding.

                  (iii) YWAV has paid in full to all of its employees all wages,
                        salaries,   commissions  bonuses,  benefits  and   other
                        compensation  due and  payable to such  employees  on or
                        prior to the  date  hereof  and  there  are no  disputes
                        pending between YWAV and any of its employees.

                  (iv)  As of closing  YWAV  shall have fired all its  employees
                        and  shall  have  fully  paid them  Severance  Payments,
                        except   for  Roni  Oren  and  Laura   Ballegeer   whose
                        Employment Agreements shall be cancelled without payment
                        of  Severance   Payment  and  shall  be  replaced   with
                        Consultancy  agreements  until June 2001 as  detailed in
                        Annex 16 attached hereto.

    7.21    Brokerage
            No agent or broker or any other person or entity acting in a similar
            capacity  on behalf or under  the  authority  of YWAV is, or will be
            entitled  to any  broker's or  finder's  fee,  or any other  similar
            commission or fee in connection with the  transactions  contemplated
            hereby,  except for Farelly S.A. who is entitled to receive  162,500
            YWAV Shares as broker's fee.

    7.22    YWAV Shares
            YWAV Shares  which shall be  transferred  to the CSH, at the Closing
            shall be duly authorized validly issued, fully paid,  non-assessable
            and  negotiable.  YWAV hereby  declares  that YWAV  Shares  shall be
            delivered to the CSH free of any ability, debt,  restriction,  lien,
            security (interest); collateral, charge, agreement for sale, adverse
            claim, easement, pledge, mortgage, attachment and any and all rights
            of first refusal, right of first offer,  shareholder's agreements or
            voting  rights/proxy  agreements,  powers of attorney or other third
            party rights.

    7.23    Cash Flow
            Annex 17  attached  hereto  consists  of cash  flow  report  of YWAV
            detailing  income and expenses to be spent by YWAV up until December
            2000.

    7.24    All material  information and documentation which would be necessary
            for a  reasonable person to evaluate the transaction contemplated by
            this  Agreement  has been  disclosed  and/or  will be  disclosed  as
            detailed  in  Annex  18 as of  closing  by YWAV to the  Company  and
            the CSH.

YWAV shall  indemnify,  defend,  save and hold the Company and the CSH  harmless
from and against  any and all losses,  demands,  claims,  actions,  liabilities,
costs and expenses (including attorney's fees) suffered,  imposed on or incurred
by the Company and the CSH directly or indirectly via YWAV as a result of or in
connection  with a breach of any of the  representations  and warranties set out
above.


<PAGE>

                                      -16-

8.    Covenants and Undertakings of YWAV the CSH and the Company an Prior to the
      Closing

      YWAV, the CSH and the Company, jointly and severally,  hereby covenant and
      undertake that as of date hereof, and until the Closing:

    8.1     none of the CSH  shall  sell or  transfer  any of its  shares in the
            Company or give any rights with respect thereto.

    8.2     the Company shall not issue any shares or other  Securities or grant
            any rights with respect to any shares or Securities.

    8.3     YWAV  shall not issue any  shares or other  Securities  or grant any
            rights  with  respect  to YWAV  shares  or  Securities.

    8.4     all the Company's  affairs shall be conducted in the ordinary course
            of its  business,  and the  Company  shall not take any  actions  or
            undertake any obligations  which might render the  representation or
            warranties  under  sections 4 and 5 herein to be untrue or incorrect
            in any way whatsoever,

    8.5     all YWAV's affairs shall be conducted in the ordinary  course of its
            business  and YWAV  shall  not take any  actions  or  undertake  any
            obligations  which might  render the  representation  or  warranties
            under  section  7  herein  to be  untrue  or  incorrect  in any  way
            whatsoever.

    8.6     the Company  shall  inform YWAV,  in writing,  of any meeting of the
            Company's  shareholders  and/or of the Company's Board of Directors,
            or of any committee  thereof,  at  least 72  (seventy-two)  hours in
            advance,  in order to allow an observer on behalf of  YWAV to attend
            such a meeting,  and  provide  YWAV with  copies of all  minutes and
            resolutions  thereof and of all actions in writing  made within this
            period, by the Company's shareholders and/or Board of Directors;

    8.7     YWAV shall  inform the  Company  and  the CSH,  in  writing,  of any
            meeting of YWAV's shareholders and/or its board of directors,  or of
            any committee thereof,  at least 72 (seventy-two)  hours in advance,
            in order to allow an  observer  on behalf of the Company and the CSH
            to attend such a meeting,  and provide the Company and the CSH  with
            copies of all minutes and resolutions  thereof and of all actions in
            writing made within this period, by YWAV's shareholders and/or board
            of directors;

    8.8     without   derogating  from  the  Parties'   obligations  under  this
            Agreement,  the  Company  and/or YWAV shall  notify  each other,  in
            writing, immediately upon the occurrence of any events or conditions
            which affect the  business or financial  situation of the Company or
            YWAV,  as  the  case  may  be,  or  otherwise   render  any  of  the
            representations  or warranties  given by the Company or YWAV, or the
            CSH, hereunder, to be untrue or incorrect.

    8.9     the  Directors  of YWAV shall  adopt a  resolution  with  respect to
            signatory  rights  of YWAV, effective  as of the  Closing,  and with
            respect to the  appointment  of directors in YWAV,  all in the forms
            attached hereto as Annex 19.


<PAGE>

                                      -17-

9.    Due Diligence Investigation

      The Parties agree that due  diligence,  shall be conducted the Company and
      the CSH (with  respect to YWAV) and by YWAV (with  respect to the Company)
      up and until the Closing.

      During  said  period,  the  parties  shall  mutually  provide  all and any
      assistance and information required for said due diligence by the parties.

      YWAV on the one hand and the  Company  and the CSH on the other,  may each
      terminate  this  Agreement  during said period,  by a 7 day prior  written
      notice,  in the event said party's findings  pursuant to the due diligence
      conducted  by it  indicate  an adverse  condition  which to such party was
      unaware  of prior to the date  hereof  or  contradictory  to such  party's
      representations  contained herein unless, during such seven (7) day notice
      period the other party offers a satisfactory solution to that finding.

      YWAV hereby declares that it has employed a scientist who has reviewed the
      Company's technologies and products to its full satisfaction.

10.   Confidentiality

      Each of the  Parties  will hold in strict  confidence  all  documents  and
      information  concerning  the  Company,  its  business,   financial  and/or
      commercial information, operations, sales, marketing, customers, suppliers
      and all information  pertaining Co any intellectual Property rights of the
      Company and any other  proprietary  information of the Company  whatsoever
      including,  without limitation, with respect to the Company's intellectual
      Property (all hereinafter  referred to as the "Confidential  Information")
      by taking all reasonable  measures to maintain the confidentiality of such
      Confidential  Information which will in no event be less than the measures
      they use to  maintain  the  confidentiality  of their own  information  of
      similar  importance.  Each of the Parties also  undertakes  not to use the
      Confidential Information in any way, directly or indirectly,  for purposes
      other than for the  Company  and/or for  fulfilling  its  obligations  and
      exercising  its rights under this  Agreement.  A Party may  disclose  such
      Confidential information, to its officers, directors, consultants, counsel
      and  their   representatives,   only  on  a  need  to  know  basis,  under
      confidentiality  obligation,  and  in  connection  with  the  transactions
      contemplated by this Agreement.

      The  obligations   hereunder  shall  not  apply  as  to  any  Confidential
      Information  which  is  proven  by the  party  receiving  the  information
      (hereinafter:  the  "Receiving  Party") to be: (i) known by the  Receiving
      Party  at the  time  of  receiving  such  information  without  breach  of
      confidentiality  undertaking and provided that such party has given notice
      to this  effect;  or (ii) in the  public  domain  through  no fault of the
      Receiving Party; or (iii) later acquired by the Receiving Party,  lawfully
      and without breach of confidentiality undertaking, from sources other than
      the  disclosing  party (such as  independent  development,  third parties,
      etc.), or  (iv) furnished by the disclosing party to third parties without
      restriction on disclosure.

      Disclosure  of any  Confidential  Information  pursuant to any  compelling
      judicial  or  administrative  order or  proceeding  or as required by law,
      shall not be deemed a breach hereof.


<PAGE>

                                      -18-

11.   Costs and Expenses related to this Agreement

      Each Party  shall bear and pay its own  expenses  in  connection  with the
      preparation and performance of this Agreement.

12    Government Law and Forum

      This Agreement, its interpretation,  validity and breach shall be governed
      by the laws of the USA. Any dispute or claim with respect thereto shall be
      submitted  to the  competent  courts  in USA,  which  shall  have sole and
      exclusive  jurisdiction in such matter to exclude the  jurisdiction of all
      other courts.

13.   Miscellaneous

   13.1     Further Cooperation
            The Parties  agree to execute  any and all  documents  necessary  in
            order to consummate implement and give full force and effect to this
            Agreement, and to all matters, things and transactions envisaged and
            contemplated  herein  including,  but not limited to,  filings  with
            governmental  or regulatory  bodies,  powers of attorney,  corporate
            resolutions  and  such  other  documentation  as may  be  reasonably
            necessary from time to time.

    3.2     No Partnership
            The Parties to this Agreement are independent contractors.  There is
            no relationship of partnership, joint venture, employment, franchise
            or agency between the Parties.  Neither Party will have the power to
            bind the other or incur  obligations  on the other's  behalf without
            the other's prior written consent, except with regard to the Company
            -- in the Parties capacity as authorized organs in the Company.

   13.3     Contradiction
            in case of any direct  contradiction  between the provisions of this
            Agreement  and the  Articles  of  Association  of the Company and of
            YWAV,  the  provisions  of  this  Agreement  shall  prevail  in  the
            relationship between the Parties hereto.

    3.4     Captions
            The captions of sections in this  Agreement are intended  solely for
            convenience,  and will have no significance in the interpretation of
            this Agreement.

   13.5     Counterparts
            This Agreement may be executed in any number of counterparts, and at
            one (1) or more times, each of which containing the signature of any
            of the  Parties,  shall  be  deemed  an  original,  but all of which
            together shall constitute one and the same instrument.

   13.6     Non-Assignability


<PAGE>

                                      -19-

            The  respective  obligations  and  rights of the  Parties  hereunder
            cannot be assigned,  transferred or otherwise conveyed,  without the
            prior written consent of the other Parties hereto.

   13.7     Validity
            In the event  wherein any  provision of this  Agreement is held by a
            competent  court to be  invalid  or  unenforceable,  for any  reason
            whatsoever,  all of the remaining  provisions contained herein shall
            remain in full force and effect and shall be binding on the  Parties
            without any change; furthermore if all or part of the obligations of
            the Parties  hereinabove  (including  those under Sections 18 and 19
            hereof)  shall be held to be invalid or  unenforceable  by reason of
            exceeding the extent  and/or scope  allowed by law,  such  exceeding
            obligation(s)  shall be reduced to the maximum  extent  and/or scope
            allowed by law.

   13.8     Waiver and Consent
            The failure of any Party at any time or times to require performance
            of any  provision  hereof  or to  enforce  any  right  with  respect
            thereto,  shall  in no manner  affect  the right of such  Party at a
            later time to enforce the same and shall in no way be  construed  to
            be a waiver of such provision or right.

   13.9     Amendments
            No  amendment  addition;  omission,  modification  or change to this
            Agreement  shall be valid  unless  drawn up in writing and signed by
            all of the parties.

  13.10     Entire Agreement
            This Agreement  fully  embraces the legal  relationship  between the
            Parties  including   their   relationship  as  shareholders  of  the
            Company,  and no  previous  agreements,  memorandum  of  agreements,
            letters,    negotiations    promises,    consents,     undertakings,
            representations,  warranties   or  documents   which  were  applied,
            exchanged,  or signed by or between any of the Parties  hereto prior
            to the signing of this Agreement shall have any force or effect.

            Without  derogating  from the above,  each of the CSH  confirms  and
            acknowledges  that  this  Agreement  supersedes  the  terms  of  any
            previous agreements between the Parties hereto (or any of them).

  13.11     Notices
            All notices given by one Party to the other  hereunder will be given
            in  writing,  and  will be  deemed  to have  been  delivered  to the
            addressee  immediately  upon their delivery if delivered by hand, or
            upon  transmission  if sent by facsimile  and confirmed by a machine
            printout,  or within  seven (7)  business  days after  being sent by
            mail, as per the addresses indicated  hereinbelow,  or to such other
            address or facsimile number as a party may thereafter give notice in
            writing, to the other parties of this Agreement.

            The Parties' addresses are as follows:

            The Company:
            Newtech Broadwidth Ltd.


<PAGE>

            a company duly registered under
            the laws of the state of Delaware,

            The CSH:
                  Myriam Abitbol, Advocate
                  Yehuda Raveh & Co, Law Offices
                  America House,
                  35, Shaul Hamelech Bvd.
                  Tel-Aviv
                  Israel

                  As TRUSTEE on behalf of the shareholders

            YWAV:
                  Yellowave Corporation
                  a corporation registered under the
                  Laws of the State of Nevada

In Witness  Whereof,  the Parties hereto have caused  this  Agreement to be duly
executed on the day and year first above written:


/s/ Prosper Abitbol
----------------------
Newtech Broadwidth LTD
     The Company

            By: Prosper Abitbol,
            Title: Chairman & CEO


<PAGE>

_______________________
The CSH

By: Myriarn Abitbol, Advocate
    Yehuda Raveh & Co, Law Offices
    America House,
    35, Shaul Hamelech Bvd.
    Tel-Aviv
    Israel

    Title: As TRUSTEE on behalf of the Company Shareholders


/s/ Roni Oren
----------------------------
Yellowave Corporation (YWAV)
a corporation registered under the
Laws of the State of Nevada

By:  Roni Oren
Title: Chairman